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 DECEMBER 31, 2010
[ ] 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)
64 DIVISION AVE. SUITE 106, LEVITTOWN, NY 11756-2999
(Address of principal executive offices) (Zip Code)
(516) 605-0388
(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 MARCH 31, 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 the :Filed herewith
: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 U.S.C. :Filed herewith
:Section 1350 as adopted pursuant to :
:Section 906 of the Sarbanes-Oxley :
:Act of 2002 :
................................................................................
32.2 :Certification Pursuant to 18 U.S.C. :Filed herewith
: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
EXHIBIT 31.1
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
SECTION 302 CERTIFICATION
PRINCIPAL EXECUTIVE OFFICER
I, Antonio Care, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Tire International
Environmental Solutions 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 registrant'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; and
(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 (or 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 registrant's internal control over
financial reporting.
Date: July 20, 2011 By: /s/Antonio Care
---------------------------
Name: Antonio Care
Title: Principal Executive Officer
EXHIBIT 31.1
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
SECTION 302 CERTIFICATION
PRINCIPAL EXECUTIVE OFFICER
I, Martin Sergi, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Tire International
Environmental Solutions 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 registrant'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; and
(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 (or 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 registrant's internal control over
financial reporting.
Date: July 20, 2011 By: /s/ Martin Sergi
---------------------------
Name: Martin Sergi
Title: Principal Financial Officer
and Principal Accounting
Officer
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.
