ITEM 1. BUSINESS
The statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2009, that are not purely historical statements are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Company’s expectations, beliefs, hopes, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. Our actual results may differ from those indicated in the forward-looking statements. Please read this document and also see the factors and risks discussed in other reports filed from time to time with the Securities and Exchange Commission.
General Development of Business
Tire International Environmental Solutions Inc. (the “Company” “we”, “us”, “our” and “Tire”) was incorporated under the laws of the State of Nevada on February 19, 1986 as Engle Mining Co., Inc. 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. 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.
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.
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 shares 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.
During April 2008, the Company issued aggregate 291,000 shares of common stock valued at $9,750 in consideration for consulting services, director’s fee and officer’s fee.
The Company presently has no operations and is seeking an acquisition. It has entered in negotiations with several companies but has not yet concluded an agreement.
The Company has not ever declared bankruptcy, has not ever been in receivership, or similar proceedings.
The Company presently has no business operations. The Company intends to continue to seek, to investigate and, if such investigation warrants, to 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 Act of 1934. The Company will not restrict its search to any specific business or industry. The Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. 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. This lack of diversification should be considered a substantial risk to stockholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
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, 10-Q or 10-K, agreements and related reports and documents. The Exchange Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act.
The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company. Antonio Care, the Company’s President will be the key person in the search, review and negotiation with potential acquisition or merger candidates. 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 at the closing of the proposed transaction.
The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
Acquisition Opportunities
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and stockholders of the Company will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's stockholders or may sell their stock in the Company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company does not intend to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax-free" reorganization under Sections 368(a) (1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the stockholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such stockholders.
As part of the Company's investigation, officers and directors of the Company may personally meet with management and key personnel, may visit and inspect material facilities, obtain analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise. The manner in which the Company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity and the relative negotiation strength of the Company and such other management.
With respect to any merger or acquisition, a negotiation with target company management is expected to focus on the percentage of the Company which the target company stockholders would acquire in exchange for all of their stockholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's stockholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then stockholders.
The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. The Company is subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K.
The Company does not intend to provide the Company's security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.
Competition
The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such activities, the Company could become subject to regulation under the Investment Company Act of 1940 in the event the Company obtains or continues to hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company's activities from time to time with a view toward reducing the likelihood the Company could be classified as an "investment company."
The Company intends to structure a merger or acquisition in such manner as to minimize federal and state tax consequences to the Company and to any target company.
Patents
The Company owns no patents and no Internet domain names.
Research and Development
The Company has not undertaken any research and development activities during each of its last three fiscal years.
Employees
As of December 31, 2009, the Company had no employees.
ITEM 1A.
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
The Company is a smaller reporting company and is not required to provide this information.
ITEM 2.
ITEM 2. PROPERTIES
The Company does not own any plant or properties or any real estate. The Company does not lease any property.
ITEM 3.
ITEM 3. 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 Report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company’s stockholders during the fiscal year ended December 31, 2009.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information, Holders and Dividends
The Company's common stock is presently quoted on the Over the Counter Bulletin Board (OTC/BB) under the symbol "TRIE". The Company’s common stock previously traded on the OTC/BB under the symbol "IVIG". On June 27, 2000 the Company’s common stock ceased being quoted on the OTC/BB due to the Company’s inability to file its quarterly and annual reports. On June 16, 2008, the Company was approved for quotation on the OTC/BB.
Following is a report of high and low closing bid prices for each quarterly period for the fiscal years ended December 31, 2009 and December 31, 2008.
The information as provided above for the fiscal years ended 2009 and 2008 was provided by Pink Sheets. The quotations provided herein may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions and have not been adjusted for stock dividends or splits.
As of March 16, 2010, there were 108 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).
The Company has never paid a cash dividend on its common stock and does not intend to pay cash dividends on its common stock in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not currently have any equity compensation plans.
Recent Sales of Unregistered Securities
There were no other unregistered securities sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The Company is a smaller reporting company and is not required to provide this information.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
This annual 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.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. 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, later events or circumstances or to reflect the occurrence of unanticipated events.
In this annual report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.
The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Liquidity and Capital Resources
The Company has no cash as of the period covered by this report and has no income as it has no current operations, nor has there been any income since inception. Presently the operations of the Company were being funded by loans from Mr. Care, the Company’s President. Based on present operations the Company will not be able to satisfy its cash requirements during the next twelve months, and should the Company enter into an agreement for a merger or acquisition, the Company may be required to raise additional funds for the project. There can be no assurance that the Company will be able to raise the additional funds that may be required. The Company at this time cannot predict what the amount of funds required may be for any acquisition or merger. The Company cannot accurately state at this time whether it will be required to purchase any plant or equipment or have any significant changes in the number of employees. It, however, does not anticipate making any such purchases or hiring any employees until such time as it has completed an acquisition or a merger.
The Company has no material commitments for capital expenditures at this time. The Company cannot predict what commitments it may incur should it find a suitable acquisition for the Company.
Results of Operations
At present, the Company has no operations and is seeking a merger or acquisition. The Company will not restrict its search to any specific business or industry. 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
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This Company is a smaller reporting company and is not reuired to provide this information.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a) (1) and begin on page of this Annual Report on Form 10-K.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
December 31, 2009 and 2008
(Stated in US Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Officers and Directors
Tire International Environmental Solutions Inc.
We have audited the accompanying balance sheets of Tire International Environmental Solutions Inc. (a Nevada development stage company) as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders’ deficiency, and cash flows for the years ended December 31, 2009 and 2008, and for the period of December 15, 1998 (date of inception) to December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tire International Environmental Solutions Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years ended December 31, 2009 and 2008, and for the period of December 15, 1998 (date of inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has cash flow constraints, an accumulated deficit, and has suffered recurring losses from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
March 29, 2010
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, 2009 and 2008
(Stated in U.S. Dollars)
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(Stated in U.S. Dollars)
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
(Stated in U.S. Dollars
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2009
(Stated in U.S. Dollars)
Note 1 Nature and Continuance of Operations
a)
Organization
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.
The financial statements shown in this report include the accounts of the Company and its wholly-owned subsidiaries as outlined in the notes above. All material intercompany accounts and transactions have been eliminated. 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.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 1 Nature and Continuance of Operations (continued)
On March 13, 2007, the Company issued a total of 4,900,000 common shares at a deemed price of $0.01 per shares 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 $0.01 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.
During April 2008, the Company issued an aggregate of 291,000 shares of common stock valued at $9,750 in consideration for consulting services, directors’ fee and officers’ fee.
The Company is presently seeking other acquisitions.
b)
Going concern
As of December 31, 2009, the Company has an accumulated deficit of $ 3,851,951 and remains in development stage due to its lack of business operations. Those factors could create an uncertainty about the Company’s ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional capital and ultimately upon the Company’s attaining profitable operations. The management of the Company intends to seek additional funding which will be utilized to fund business acquisitions and continue operations. The Company recognizes that, if it is unable to raise additional capital it may find it necessary to substantially reduce or cease operations.
Note 2 Summary of Significant Accounting Policies
a)
Revenue Recognition
Revenues are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." Under SAB 101, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.
b)
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of less than
three months to be cash equivalents.
c)
Comprehensive Income
Since 1999, the Company adopted ASC 220, “Comprehensive Income”, for the reporting of comprehensive income and its components. The adoption of ASC 220 had no significant impact on total stockholders’ deficit as of December 31, 2009.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 2 Summary of Significant Accounting Policies (continued)
d)
Income Taxes
Income taxes are computed using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. ASC 740 requires recording a valuation allowance against deferred tax assets if based on the weight of available evidence, it is more likely than not that some or all of its deferred tax assets will not be realized.
e)
Depreciation and Amortization
Property and equipment are stated at cost. Depreciation is calculated on a diminishing balance basis over the estimated useful lives of the assets, generally five to seven years. Trademarks and patents are depreciated on a straight-line basis over a period of twenty years. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized.
f)
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.
g)
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock warrants.
h)
Allowance for Doubtful Accounts
The Company provides an allowance for uncollectible accounts. The allowance is based upon management's periodic analysis of receivables, evaluation of current economic conditions and other pertinent factors. Ultimate losses may vary from current estimates and, as additions to the allowance become necessary, they are charged against earnings in the period they become known. Losses are charged and recoveries are credited to the allowance.
i)
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets using future undiscounted cash flows attributed to such asset. The company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 2 Summary of Significant Accounting Policies (continued)
j)
Advertising Costs
The Company recognizes advertising expense on the cost of communication advertising in the period in which the advertising space or airtime is used. There were no advertising costs for the periods ended December 31, 2009 and December 31, 2008.
k)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and accounts receivable. Cash is deposited with high credit, quality financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers located throughout the United States. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses; historically, such losses have been within management's expectations.
l)
Fair Value of Financial Instruments
The Company's financial instruments, including cash, accounts receivable, accounts payable, notes payable and long-term obligations are carried at cost, which approximates their fair value because of the short-term maturity of these instruments.
m)
Goodwill
Goodwill resulting from acquisition of subsidiaries was being amortized on straight-line basis over the estimated life of the benefit of five years. During 2001, goodwill of $268,726 related to the inactive subsidiaries was charged to operations.
Note 3 New Accounting Standards
Recently Issued 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. 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. 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 3 New Accounting Standards (continued)
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. 2010-11 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 4 Use of Estimates in the preparation of the financial statements
The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
Note 5 Related Party Transactions
During the fiscal year ending December 31, 2009, Mr. Care, an officer and Director of the Company, made loans or incurred expenses in the amount of $8,775 and has outstanding loans with the Company in the amount of $417,822 as of December 31, 2009 and $409,047 as of December 31, 2008. The loan does not bear any interest.
Note 6 Common Stock
The Company is authorized to issue 100,000,000 shares of $.001 par value common stock. On February 8, 2007, the Company effected a 100 for 1 reverse stock split. All share and per share amounts have been restated to reflect the split as if it had occurred at the beginning of the earliest period presented. As of December 31, 2009 and 2008, the Company had 8,930,185 shares of common stock outstanding.
On April 1, 2008, the Company issued a total of 141,000 common shares in settlement of $8,250 of outstanding debt relating to consulting fees for fiscal 2007 which were invoiced from the consultants during fiscal 2008.
On April 25, 2008 the Company issued a total of 150,000 shares to officers and directors as compensation for officers’ and directors’ fees of $1,500 for fiscal 2008.
There were no new common shares issued in 2009.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 7 Income Taxes
A reconciliation of the income tax provision for the Company to the amount expected using the U.S. Federal statutory rate follows:
Expected amount using
Deferred tax assets (liabilities) consisted of the following at December 31, 2009
Deferred tax assets
At December 31, 2009, the Company has net operating loss (NOL) carryforwards totalling approximately $601,700. The carryforwards begin to expire in fiscal year 2019. Deferred tax assets have been reduced by a valuation allowance because of uncertainties as to future recognition of taxable income to assure realization. The net change in the valuation allowance for the year ended December 31, 2009 was $10,600 and $12,900 for the year ended December 31, 2008. The figures for 2009 and 2008 reflect those of the Company only, as all subsidiaries are now gone.
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1on January 1, 2007. As a result of the implementation of ASC 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December 31, 2008 and 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2008 and 2009, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2008 and 2009.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2009
(Stated in U.S. Dollars)
Note 8 Income (Loss) Per Share
Following is a reconciliation of the numerators of the basic and diluted income (loss) per share for the years ended December 31, 2009 and 2008:
Note 9 Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through March 29, 2010 and determined there were no events to disclose.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.
ITEM 9A(T).
ITEM 9A(T). 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 of December 31, 2009. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed 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.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective 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.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended December 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
There are no items that required disclosure in a Form 8-K during the fourth quarter of the year covered by this Form 10-K that were not reported by the Company.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Directors, Executive Officers Promoters and Control Persons
The following table sets forth certain information, as of December 31, 2009, with respect to our directors and executive officers.
NAME
AGE
POSITION
Antonio Care
Jacqueline Danforth
John Demoleas
President and Director
Secretary, Treasurer, and Director
Director
The Company’s directors are elected by the holders of the Company’s common stock. Cumulative voting for directors is not permitted. The term of office of directors of the Company ends at the next annual meeting of the Company’s stockholders or when their successors are elected and qualified. The term of office of each officer of the Company ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when his successor is elected and qualifies. Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company.
ANTONIO CARE - Mr. Care was elected to our Board of Directors and was appointed President and Chief Executive Officer on March 25, 2008. Mr. Care has over 18 years of experience in the field of Finance, import/export, business and market development, business planning and product line management. Mr. Care has held executive management positions at Uniglobe Investment Inc. and Tire International Environmental Solutions Inc. His experience and leadership were focused on assessing new opportunities, recruiting reputable management teams, launching new products and developing new markets within different industries such as the medical, the pharmaceutical and the rubber recycling industry.
From October 2005 to the present, Mr. Care was employed by Tire International Environmental Solutions Inc. as a consultant dealing with business acquisitions and financing. From March 2001 to October 2005, Mr. Care founded Care Importing Inc. He served on the Board of Directors and was the President and Chief Executive Officer.
Mr. Care is not a director or officer of any other reporting companies.
JACQUELINE DANFORTH- Ms. Danforth was elected to our Board of Directors and appointed Secretary, Treasurer and Chief Financial Officer of the Company on March 25, 2008. Ms. Danforth has been a member of the Board of Directors and the President of FACT Corporation since August 7, 2001. Ms. Danforth has been a director and Secretary of Food and Culinary Technology Group Inc., a wholly-owned subsidiary of FACT Corporation since November 7, 2001, and President since July 22, 2002. Ms. Danforth was also named President, Secretary-Treasurer and appointed to the Board of Directors of FACT Products Inc. on November 5, 2001, and has been President and a director of Wall Street Investment Corp. since its re-instatement November 15, 2001. Ms. Danforth became the President, Secretary and Treasurer, as well as a director of Wall Street Real Estate Ltd. upon its incorporation on July 23, 2002. FACT Products, Wall Street Real Estate and Wall Street Investment Corp. are all wholly-owned subsidiaries of FACT Corp. Ms. Danforth is also Chief Financial Officer and a Director of VioSolar Inc., a foreign issuer reporting to the SEC and is the Chief Financial Officer of Cascade Technologies Inc., a reporting issuer with the SEC and Solar Systems Ltd., an issuer that has filed a registration statement with the SEC to become a reporting issuer. Over the past ten years, Ms. Danforth has worked for both private and publicly traded companies, providing management and direction. She has extensive experience in start- up operations, and her range of experience with publicly traded corporations listed on both Canadian and US exchanges includes all aspects of public reporting, corporate finance and shareholder communications. She has worked in a broad range of industry sectors including natural resources and technology. Ms. Danforth continues to provide consulting services to other private and public corporations on a limited basis, and sits as a director on several private boards. She is the President and sole director of Argonaut Management Group, Inc., her private consulting company.
JOHN DEMOLEAS - Mr. Demoleas was elected to our Board of Directors on March 25, 2008. From 2006 to the present, Mr. Demoleas is employed as the Executive Director at Staten Island University Hospital Foundation, Vice-President of Development and Community Relations, at Staten Island University Hospital, in the State of New York. Mr. Demoleas established the hospital foundation and currently oversees a $30,000,000 capital campaign to build and equip a new Level 1 Emergency and Trauma Center at the Staten Island University Hospital. In addition, Mr. Demoleas oversees all government relations activities including appropriation and grant requests to city, state and federal sources as well as cultivate and maintain relationships with elected officials on behalf of the organization.
From May 2003 to January 2006, Mr. Demoleas was employed as the Executive Vice-President at Hunterdon Medical Center Foundation in Flemington, New Jersey. Mr. Demoleas was responsible for the overall direction of the Foundation, government relations, volunteers as well as marketing and public relations. During this time, Mr. Demoleas successfully completed the largest capital campaign in the institution’s history, a $7,000,000 campaign to build a new emergency room and intensive care unit.
From September 2000 to April 2003, Mr. Demoleas was employed as Vice-President for Development at the Children’s Hospital of New Jersey in Newark, New Jersey. His responsibilities included recruiting to initiate and implement a comprehensive development program for the Children’s Hospital of New Jersey. He formulated the strategic initiatives for the first major capital fund raising campaign for the Children’s Hospital as part of Newark Beth Israel Medical Center’s campaign with a combined goal of $15,000,000 for programs and equipment. The campaign was a component of the $100,000,000 capital campaign for the Saint Barnabas Health Care System.
In 1984, Mr. Demoleas graduated from the Columbia University, School of Public Health, New York, New York, and earned a Master of Public Health degree.
In 1980, Mr. Demoleas graduated from Fordham University, Bronx, New York with a Bachelor of Arts degree in History and Classics.
The Company does not have any employees at this time. During fiscal 2008, the Company retained the services of Mr. Antonio Care as consultant to source business opportunities for the Company. Mr. Care was appointed President of the Company on March 25, 2008. He does not currently have an employment contract with the Company and is currently not receiving remuneration in his role as consultant or as an officer or director.
There are no family relationships among directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.
None of our executive officers or directors have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year, there were no persons who did not file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:
Code of Ethics
As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics at such time as it concludes a merger or acquisition and commences business operations. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.
Nominating Committee
There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
Audit Committee
At this time, the Company is not required to have an audit committee. Further, since there are not sufficient independent members of the Board it is not feasible at this time to have an audit committee. The Board of Directors performs the same functions as an audit committee. The Board of Directors in performing its functions as an audit committee has determined that Jacqueline Danforth, our CFO, would qualify as an audit committee financial expert.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Compensation Discussion and Analysis
The following table sets forth information for the individuals who served as the senior executive officers of the Company during any portion of the last two fiscal years.
SUMMARY COMPENSATION TABLE
Jacqueline Danforth received a total of 50,000 shares at a deemed price of $0.01 per share for her services as Chief Financial Officer during fiscal 2008.
Outstanding Equity Awards at Fiscal Year-End
There were no stock options granted during the fiscal year ended December 31, 2009. The Company presently has no stock option or stock award plans.
DIRECTOR COMPENSATION
The Company has made no contractual arrangements for the remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf.
Compensation Committee
We do not currently have a compensation committee. The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer negotiates and approves the contracts and compensation.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Security Ownership of Certain Beneficial Owners
The following table sets forth information, as of March 16, 2010, with respect to the beneficial ownership of the Company’s Common Stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
(1) Based on 8,930,185 shares of common stock issued and outstanding.
(2) Maria Stella Care, and Bruna Care, stockholders of the Company, are the sisters and brother of Antonio Care, who is an officer and director of the Company. Pina Discesare is the wife of Mr. Care. Mr. Care disclaims any beneficial ownership.
(3) Cede & Co. holds the shares, the Company has no knowledge of whether any of the respective shareholders holding shares under Cede & Co. are more than 5% shareholders of the Company.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information, as of March 16, 2010, with respect to the beneficial ownership of the Company’s common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
(1) Based on 8,930,185 shares of common stock issued and outstanding.
Changes in Control
None.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
Review, Approval or Ratification of Transactions with Related Persons
The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.
Promoters and Certain Control Persons
None
Parents
There are no parents of the Company
Director Independence
As of the date of this Annual Report, we have one independent director, John Demoleas.
The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:
1.
the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;
2.
the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;
3.
the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;
4.
the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and
5.
the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.
The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.
Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the fees billed to the Company for professional services rendered by the Company's principal accountant, for the year ended December 31, 2009 and December 31, 2008:
Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.
Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees..
Tax fees included tax planning and various taxation matters.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
The following financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:
All other schedules have been omitted because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes there to.
Exhibits
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
By: /s/ Antonio Care
Name: Antonio Care
Title: President, Principal Executive Officer and Member of the Board of Directors
Date: March 30, 2010
By: /s/ Jacqueline Danforth
Name: Jacqueline Danforth
Title: Principal Financial Officer, Secretary, Treasurer and Member of the Board of Directors
Date: March 30, 2010
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:
By: /s/ Antonio Care
Name: Antonio Care
Title: President, Principal Executive Officer and Member of the Board of Directors
Date: March 30, 2010
By: /s/ Jacqueline Danforth
Name: Jacqueline Danforth
Title: Principal Financial Officer, Secretary, Treasurer and Member of the Board of Directors
Date: March 30, 2010
By: ­­/s/ John Demoleas
Name: John Demoleas
Title: Member of the Board of Directors
Date: March 30, 2010