UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 2011
[ ] 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 (I.R.S. Employer Identification No.)
incorporation or organization)
1620 CYPRESS GARDEN ROAD, MONCKS CORNER, SC 29461
(Address of principal executive offices) (Zip Code)
(843) 761-5955
(Registrant's telephone number, including area code)
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 [ ]
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 (ss.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
9,093,185 COMMON SHARES OUTSTANDING AS OF MAY 12, 2011
(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.)
ITEM 6. EXHIBITS
................................................................................
3.(i) :Certificate of Amendment to :Incorporated by reference to the
:Articles of Incorporation :Exhibits filed with the Company's
: :Report on Form 10-KSB filed with the
: :Securities and Exchange Commission on
: :April 14, 2008.
................................................................................
3.(ii):Amended and Restated Bylaws :Incorporated by reference to the
: :Exhibits filed with the Company's
: :Report on Form 10-KSB filed with the
: :Securities and Exchange Commission on
: :April 2, 2007.
................................................................................
10.1 :Joint Venture Agreement between :Filed herewith
:the Company and TIRES SpA dated :
:June 16, 2010 :
................................................................................
10.2 :Convertible promissory note :Filed herewith
:between the Company and Antonio :
:Care dated June 1, 2010 :
................................................................................
10.3 :Engagement agreement between :Filed herewith
:the Company and Dean Petkanas :
................................................................................
31.1 :Section 302 Certification - :Filed herewith
:Principal Executive Officer :
................................................................................
31.2 :Section 302 Certification - :Filed herewith
:Principal Financial Officer :
................................................................................
32.1 :Certification Pursuant to 18 :Filed herewith
:U.S.C. Section 1350 as adopted :
:pursuant to Section 906 of the :
:Sarbanes-Oxley Act of 2002 :
................................................................................
32.2 :Certification Pursuant to 18 :Filed herewith
:U.S.C. Section 1350 as adopted :
:pursuant to Section 906 of the :
:Sarbanes-Oxley Act of 2002 :
................................................................................
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: July 20, 2011 By: /S/ ANTONIO CARE
-----------------------------
Name: Antonio Care
Title: President, Principal
Executive Officer
DATE: July 20, 2011 By: /S/ MARTIN SERGI
-----------------------------
Name: Martin Sergi
Title: Principal Financial Officer
and Principal Accounting
Officer
26
EXHIBIT 32.1
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tire International Environmental
Solutions Inc. (the "Company") on Form 10-Q for the period ending March 31, 2011
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Antonio Care, as Principal Executive Officer of the Company,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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 this Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: July 20, 2011 By: /s/Antonio Care
-----------------------------
Name: Antonio Care
Title: Principal Executive Officer
A signed original of this written statement required by Section 1350 of Title 18
of the United States Code has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.
The foregoing certification is being furnished as an exhibit to the Report
pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of
the United States Code and, accordingly, is not being filed with the Securities
and Exchange Commission as part of the Report and is not to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934 (whether made before or after the date of the
Report, irrespective of any general incorporation language contained in such
filing.)
EXHIBIT 32.2
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tire International Environmental
Solutions Inc. (the "Company") on Form 10-Q for the period ending March 31, 2011
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Martin Sergi, as Principal Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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 this Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Date: July 20, 2011 By: /s/Martin Sergi
-----------------------------
Name: Martin Sergi
Title: Principal Financial Officer
A signed original of this written statement required by Section 1350 of Title 18
of the United States Code has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.
The foregoing certification is being furnished as an exhibit to the Report
pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of
the United States Code and, accordingly, is not being filed with the Securities
and Exchange Commission as part of the Report and is not to be incorporated by
reference into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934 (whether made before or after the date of the
Report, irrespective of any general incorporation language contained in such
filing.
