UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB



[ X ]     ANNUAL REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended    December 31, 2007



[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ______________



Commission File Number        000-28323



TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

(Name of small business issuer in its charter)



|Nevada                                                         | 98-0368586                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)



|1530-9th Ave S.E., Calgary, Alberta Canada | T2G0T7    
|------------------------------------------ | ----------
|(Address of principal executive offices)   | (Zip Code)

Issuers telephone number  (403) 693-8000



Securities registered under Section 12(b) of the Exchange Act:



|Title of each class |  |  | Name of each exchange on which registered
|------------------- |  |  | -----------------------------------------
|None                |  |  | None                                     



Securities registered under Section 12(g) of the Exchange Act:



|None            
|----------------
|(Title of Class)



Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

[  ]





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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   [  ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

[  X ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     [X]       No   [   ]





State issuer's net revenues for its most recent fiscal year:

Nil







State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act):



Aggregate market value of voting and non-voting common equity held by non-affiliates is $32,742 based on a price of $0.01 per share which is the last price at which common equity was sold on December 7, 2007.





(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS)



Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes     [  ]       No   [   ]



(APPLICABLE ONLY TO CORPORATE REGISTRANTS)



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:



As of March 31, 2008, the Issuer had a total of 8,639,185 shares of common stock issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities Act). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).



Transitional Small Business Disclosure Format (Check one): _________Yes

_____X_____No







2





ITEM 1.     DESCRIPTION OF BUSINESS.



(a)

Business Development



Tire International Environmental Solutions Inc. (formerly Ivision Group Ltd.) (the Company) was incorporated as Engle Mining Co., Inc. under the laws of the State of Nevada on February 19, 1986.



On December 21, 2006 the Company issued a total of 500,000 common shares pursuant to a debt settlement agreement.  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.



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.



(b) Business of Issuer



Present Operations



The Company presently has no business operations.  The Company intends to seek,  investigate and, if  such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a corporation registered under the Securities 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 shareholders 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 shareholders 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.

3





The Company presently has limited capital with which to provide the owners of business opportunities with any significant cash or other assets.  However, management believes the Company will be able to raise additional capital for an acquisition of merit.  The Company may incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-Ks, 10-QSBs or 10-KSBs, 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 of 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 shareholders 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 shareholders 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 shareholders 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 shareholders.



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

4



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 (or 10-KSB, as applicable).



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.

5





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 two fiscal years.



Employees



As of March 31, 2008, the Company had no employees.



ITEM  2.     DESCRIPTION OF PROPERTY.



The Company does not own any plant or properties or any real estate.  The Company does not lease any property.



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 filing.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



Not Applicable

PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES



(a)

As of the date of this filing the Companys stock is not listed for quotation.  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. The last reported bid and ask was on June 27, 2000. The last trade was August 19, 2005 at $0.0001 per share on pinksheets.





The information as provided above 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 31, 2008, there were 102 record holders of the Companys common stock.



During the last two fiscal years, no dividends have been declared on the Company's stock.



(b)

RECENT SALES OF UNREGISTERED SECURITIES



During the three months ending December 31, 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 $28,050.00 in related party debt.   The related party requested that the shares be issued to a total of 14 shareholders as listed below:



6





|Name & Address                                                                    | Number of Shares
|--------------------------------------------------------------------------------- | ----------------
|Antonio Barbusci
12294 15th Avenue,Montreal, Quebec H1S 2S8                       | 100,000         
|Mike Argento
20173  Lakeshore Road,Baie-Durfe, Quebec,  H9X 1P8                  | 225,000         
|Paolina Argento
20173  Lakeshore Road,Baie-Durfe, Quebec,  H9X 1P8               | 225,000         
|Mike Bourbonnais
1538 Brookmill Lane,Ottawa, Ontario  K1B 5G4                     | 185,000         
|9147-8560 Quebec Inc.
6250 Boul. Des Grandes Prairies, St-Leonard, Quebec H1P 1A5 | 185,000         
|Claude and Filomena Guerber
6337 Larrieu Street, St-Leonard, Quebec H1T 3T7       | 250,000         
|Mario Arcaro
6232 Villebois Street, ,Montreal, Quebec H1S 1P8                     | 60,000          
|Simone Poirrier
205 Dargenson,Montreal, Quebec H1B 1G9                           | 80,000          
|Rocco Girolamo
9260 de lukraine,St-Leonard, Quebec H1R 3W9                       | 185,000         
|Pina Dicesare
3886 Avenue des Generaux,Laval, Quebec H7E 5K7                      | 1,000,000       
|Rocco Fazio
8717 Aime-Geoffrion,Montreal, Quebec H1M 5P7                          | 150,000         
|Fazio Anna
4686 Amos,Montreal-North, Quebec H1S 3P5                               | 30,000          
|Fazio Luigi
4686 Amos.Montreal-North, Quebec ,H1S 3P5                             | 30,000          
|Antonio Sticca
306 Ivan-Pavlov,Vimont, Laval H7M 4J3                              | 100,000         
|Total                                                                             | 2,805,000       





The shares noted above were sold under the Regulation S exemption in compliance with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the SEC) under the Securities Act of 1933.  The offer and sale to the purchasers was made in an offshore transaction as defined by Rule 902(h).  No directed selling efforts were made in the U.S. as defined in Rule 902(c).  The offer and sale to the purchasers was not made to a U.S. person or for the account or benefit of a

7



U.S. person. The following conditions were present in the offer and sale:  a) The purchaser of the securities certified that it is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only in compliance with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any transfer of the securities unless made in accordance with Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration; and d) The purchaser has represented that it is acquiring the shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption there from.

ITEM 6.     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



Plan of Operation

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.



The Company presently has little cash. Presently the operations of the Company are 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.



Off Balance Sheet Arrangements



The Company presently does not have any off-balance sheet arrangements.



ITEM 7.      FINANCIAL STATEMENTS



Financial statements as of the fiscal years ended December 31, 2007 and 2006 can be found on pages F-1 through F-14 of this document.



8







TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.



CONSOLIDATED FINANCIAL STATEMENTS

AS OF THE FISCAL YEARS ENDED DECEMBER 31, 2007 AND 2006



with



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







F-1











INDEX TO FINANCIAL STATEMENTS









TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.



with



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





|                                                        | Page       
|------------------------------------------------------- | -----------
|                                                        |            
|Report of Independent Registered Public Accounting Firm | F-3        
|                                                        |            
|Financial Statements:                                   |            
|                                                        |            
|Consolidated Balance Sheets                             | F-4        
|                                                        |            
|Consolidated Statements of Operations                   | F-5        
|                                                        |            
|Consolidated Statements of Stockholders Deficit        | F-6 to F-7 
|                                                        |            
|Consolidated Statements of Cash Flows                   | F-8        
|                                                        |            
|Notes to Consolidated Financial Statements              | F-9 to F-14
|                                                        |            



F-2



Child, Van Wagoner &

Bradshaw, PLLC











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Officers and Directors

Tire International Environmental Solutions Inc.



We have audited the accompanying consolidated balance sheets of Tire International Environmental Solutions Inc. (a Nevada development stage company) as of December 31, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders deficit, and cash flows for the years ended December 31, 2007 and 2006, and for the period of December 15, 1998 (date of inception) to December 31, 2007. These consolidated 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 audit to obtain reasonable assurance about whether the consolidated 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 audit 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tire International Environmental Solutions Inc. as of  December 31, 2007 and 2006, and the results of its operations, changes in stockholders deficit  and its cash flows for the  years ended December 31, 2007 and 2006, and for the period of December 15, 1998 (date of inception) to December 31, 2007,  in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated 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 2. The consolidated 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

April 9, 2008

F-3



|TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.
(A Development Stage Company)
Consolidated Balance Sheets
|--------------------------------------------------------------------------------------------------------
|                                                                                                        
|                                                                                                        
|Current Assets                                                                                          
|Cash                                                                                                    
|Total Current Assets                                                                                    
|                                                                                                        
|Total Assets                                                                                            
|                                                                                                        
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                   
|Current Liabilities                                                                                     
|Accounts payable and accrued liabilities                                                                
|Payable - related parties                                                                               
|Total Current Liabilities                                                                               
|                                                                                                        
|Stockholders Deficit                                                                                   
|Preferred stock, $0.10 par value, 1,000,000 shares authorized, none issued                              
|Common stock, $0.001, par value 100,000,000 shares authorized 8,639,185 and 934,185 shares outstanding  
|Additional paid in capital                                                                              
|Retained Deficit                                                                                        
|Total Stockholders Deficit                                                                             
|Total Liabilities and Stockholders Deficit                                                             



The accompanying notes are an integral part of these consolidated financial statements

F-4



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

Consolidated Statements of Operations

|                                                 |   | Year Ended
December
31, 2007 |   | Year Ended
December
31, 2006 |   | From Inception (December 15, 1998)
To
December 31, 2007
|------------------------------------------------ | - | ---------------------------- | - | ---------------------------- | - | -------------------------------------------------------
|                                                 |   |                              |   |                              |   |                                                        
|Revenue                                          | $ | 0                            | $ | 0                            | $ | 0                                                      
|                                                 |   |                              |   |                              |   |                                                        
|GROSS PROFIT                                     |   | 0                            |   | 0                            |   | 0                                                      
|                                                 |   |                              |   |                              |   |                                                        
|EXPENSES                                         |   |                              |   |                              |   |                                                        
|General and administrative                       |   | 145,487                      |   | 233,756                      |   | 1,020,888                                              
|Salaries and consulting                          |   | 0                            |   | 0                            |   | 5,996                                                  
|Interest                                         |   | 0                            |   | 199                          |   | 3,570                                                  
|                                                 |   | 145,487                      |   | 233,955                      |   | 1,030,454                                              
|                                                 |   |                              |   |                              |   |                                                        
|INCOME (LOSS) FROM OPERATIONS                    |   | (145,487)                    |   | (233,955)                    |   | (1,030,454)                                            
|                                                 |   |                              |   |                              |   |                                                        
|GAIN (LOSS) ON DISPOSAL OF FIXED ASSETS          |   | 0                            |   | 0                            |   | 52,464                                                 
|FORGIVENESS OF DEBT                              |   | 0                            |   | 0                            |   | 238,654                                                
|                                                 |   | 0                            |   | 0                            |   | 291,118                                                
|Net income (loss) before income taxes            |   | (145,487)                    | $ | (233,955)                    | $ | (739,336)                                              
|Income tax (benefit)                             |   | 0                            |   | 0                            |   | (2,235)                                                
|                                                 |   |                              |   |                              |   |                                                        
|Net income (loss) before discontinued operations |   | (145,487)                    |   | (233,955)                    |   | (737,101)                                              
|Discontinued operations of subsidiary            |   | 0                            |   | 0                            |   | (3,045,590)                                            
|Net  Income (Loss)                               | $ | (145,487)                    | $ | (233,955)                    | $ | (3,782,691)                                            
|Basic earnings (loss) per share                  | $ | (0.03)                       | $ | (0.52)                       |   |                                                        
|                                                 |   |                              |   |                              |   |                                                        
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES         |   | 5,052,048                    |   | 447,884                      |   |                                                        
|                                                 |   |                              |   |                              |   |                                                        



The accompanying notes are an integral part of these consolidated financial statements.

F-5



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

Consolidated Statements of Stockholders Deficit

FOR THE PERIOD DECEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2007

|                                                                                                                                 | Common Stock |   |        |   |                           
|-------------------------------------------------------------------------------------------------------------------------------- | ------------ | - | ------ | - | --------------------------
|                                                                                                                                 | Shares       |   | Amount |   | Additional Paid in Capital
|Balance at December 15, 1998 (Date of Inception)                                                                                 | 23,674       | $ | 24     | $ | 66,776                    
|Balance at December 31, 1998                                                                                                     | 23,674       |   | 24     |   | 66,776                    
|Issuance of common stock for all stock of iVision USA, Inc. January 27, 1999                                                     | 80,000       |   | 80     |   | (56,516)                  
|Issuance of common stock for services at $1.00 February 8, 1999                                                                  | 6,700        |   | 7      |   | 6,693                     
|Issuance of common stock as part payment for all stock of Bergeron Conseils Et Inc. and La Societe De Services
September 1, 1999 | 340          |   | 0      |   | 51,000                    
|Issuance of common stock for all stock of Xiem Productions Inc.
September 15, 1999                                               | 2,000        |   | 2      |   | 299,998                   
|Issuance of common stock for services at $1.00 November 15, 1999                                                                 | 410          |   | 0      |   | 410                       
|Issuance of common stock for services at $1.00 December 2, 1999                                                                  | 2,000        |   | 2      |   | 1,998                     
|Capital contributed                                                                                                              | 0            |   | 0      |   | 1,248,774                 
|Net loss                                                                                                                         | 0            |   | 0      |   | 0                         
|Balance at December 31, 1999                                                                                                     | 115,124      |   | 115    |   | 1,619,133                 
|Issuance of common stock for services at $62.97 March 3, 2000                                                                    | 1,095        |   | 1      |   | 68,949                    
|Issuance of common stock for cash at $150.00 August 21, 2000                                                                     | 6,000        |   | 6      |   | 899,994                   
|Issuance of common stock for cash at $0.10 August 21, 2000                                                                       | 500          |   | 0      |   | 50                        
|Net loss for the year                                                                                                            | 0            |   | 0      |   | 0                         
|Balance at December 31, 2000                                                                                                     | 122,719      |   | 122    |   | 2,588,126                 

F-6



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

Consolidated Statements of Stockholders Deficit (continued)

FOR THE PERIOD DECEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2007

|Issuance of common stock for services at $10.00 June 11, 2001  | 550       | $ | 1              | $ | 5,499                  | $ | 0                         | $ | 5,500                 
|-------------------------------------------------------------- | --------- | - | -------------- | - | ---------------------- | - | ------------------------- | - | ----------------------
|Net loss for the year                                          |           |   |                |   |                        |   | (376,719)                 |   | (376,719)             
|Balance at December 31, 2001                                   | 123,269   |   | 123            |   | 2,593,625              |   | (3,448,641)               |   | (854,893)             
|Issuance of common stock for services at $0.10 June 3, 2002    | 4,000     |   | 4              |   | 396                    |   | 0                         |   | 400                   
|Issuance of common stock for services at $0.265 July 22, 2002  | 90,000    |   | 90             |   | 23,760                 |   | 0                         |   | 23,850                
|Issuance of common stock to cancel debt at $2.76 July 22, 2002 | 209,776   |   | 210            |   | 577,907                |   | 0                         |   | 578,117               
|Net loss for the year                                          |           |   |                |   |                        |   | (35,700)                  |   | (35,700)              
|Balance at December 31, 2002                                   | 427,045   |   | 427            |   | 3,195,688              |   | (3,484,341)               |   | (288,226)             
|Issuance of common stock for cash at $10.03 on June 18, 2003.  | 7,140     |   | 7              |   | 71,627                 |   | 0                         |   | 71,634                
|Net loss for the year                                          | 0         |   | 0              |   | 0                      |   | (63,877)                  |   | (63,877)              
|Balance at December 31, 2003                                   | 434,185   |   | 434            |   | 3,267,315              |   | (3,548,218)               |   | (280,469)             
|Net income for the year                                        | 0         |   | 0              |   | 0                      |   | 206,969                   |   | 206,969               
|Balance at December 31, 2004                                   | 434,185   |   | 434            |   | 3,267,315              |   | (3,341,249)               |   | (73,500)              
|Net loss for the year                                          | 0         |   | 0              |   | 0                      |   | (62,000)                  |   | (62,000)              
|Balance at December 31, 2005                                   | 434,185   |   | 434            |   | 3,267,315              |   | (3,403,249)               |   | (135,500)             
|Issuance of Stock to retire Debt at $0.01 on December 21, 2006 | 500,000   |   | 500            |   | 4,500                  |   | 0                         |   | 5,000                 
|Net loss for the year                                          | 0         |   | 0              |   | 0                      |   | (233,955)                 |   | (233,955)             
|Balance at December 31, 2006                                   | 934,185   |   | 934            |   | 3,271,815              |   | (3,637,204)               |   | (364,455)             
|Shares issued to pay for expenses at $0.01 on March 13, 2007   | 4,900,000 |   | 4,900          |   | 44,100                 |   | 0                         |   | 49,000                
|Shares issued to pay for expenses at $0.01 on December 7, 2007 | 2,805,000 |   | 2,805          |   | 25,245                 |   | 0                         |   | 28,050                
|Net loss                                                       | 0         |   | 0              |   | 0                      |   | (145,487)                 |   | (145,487)             
|Balance at December 31, 2007                                   | 8,639,185 |   | $        8,639 |   | $            3,341,160 |   | $             (3,782,691) |   | $            (432,892)

The accompanying notes are an integral part of these consolidated financial statements.

F-7



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

|                                                                                            | Year Ended |                   | From Inception (December 15, 1998)
To
December 31, 2007
|------------------------------------------------------------------------------------------- | ---------- | ----------------- | -------------------------------------------------------
|                                                                                            |            | December 31, 2007 |                                                        
|CASH FLOW FROM (USED IN) OPERATING ACTIVITIES                                               |            |                   |                                                        
|Net income (loss)  for the period                                                           | $          | (145,487)         | $                                                      
|Adjustments to reconcile net income  (loss) to net cash from (used in) operating activities |            |                   |                                                        
|Depreciation and amortization                                                               |            | 0                 |                                                        
|Gain on settlement of debt                                                                  |            | 0                 |                                                        
|Foreign exchange                                                                            |            | 0                 |                                                        
|Expenses paid with stock                                                                    |            | 7,705             |                                                        
|Disposal of assets                                                                          |            | 0                 |                                                        
|                                                                                            |            |                   |                                                        
|Changes in non-cash working capital balances related to
operations:                         |            |                   |                                                        
|Source (use) of                                                                             |            |                   |                                                        
|Accounts payable                                                                            |            | 18,581            |                                                        
|Net cash used in operating activities                                                       |            | (119,201)         |                                                        
|Cash flow from (used in) investing activities                                               |            |                   |                                                        
|Acquisition of capital assets                                                               |            | 0                 |                                                        
|Disposition of assets                                                                       |            | 0                 |                                                        
|Goodwill on acquisition of subs                                                             |            | 0                 |                                                        
|Net cash used in investing activities                                                       |            | 0                 |                                                        
|Cash flow from (used in) financing activities                                               |            |                   |                                                        
|Issuance of convertible debt                                                                |            | 0                 |                                                        
|Issuance of common stock                                                                    |            | 0                 |                                                        
|Additional paid in capital                                                                  |            | 69,345            |                                                        
|Long term debt                                                                              |            | 0                 |                                                        
|Debt repayment                                                                              |            | 0                 |                                                        
|Note payable  related parties                                                              |            | 0                 |                                                        
|Payables  related parties                                                                  |            | 56,100            |                                                        
|Net cash provided by financing activities                                                   |            | 125,445           |                                                        
|                                                                                            |            |                   |                                                        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |            | 6,244             |                                                        
|Cash and cash equivalents at beginning of  period                                           |            | 1,989             |                                                        
|                                                                                            |            |                   |                                                        
|CASH & CASH EQUIVALENTS AT END OF PERIOD                                                    | $          | 8,233             | $                                                      
|                                                                                            |            |                   |                                                        
|Supplemental disclosures of cash flow information
Cash paid during period for               |            |                   |                                                        
|Interest                                                                                    |            | 0                 |                                                        
|Income taxes                                                                                |            | 0                 |                                                        



The accompanying notes are an integral part of these consolidated financial statements.

F-8





TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006



1.  ORGANIZATION AND BUSINESS ACTIVITIES



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 consolidated 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.



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 shareholders.



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 shareholders.



The Company is presently seeking other acquisitions.

F-9



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006





2.   GOING CONCERN



As of December 31, 2007, the Company has an accumulated deficit of $3,788,816and 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.



3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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 collectibility is reasonably assured.



Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with original maturities of less than three months to be cash equivalents.



Comprehensive Income

Since 1999, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting   Comprehensive   Income".  This   statement   establishes   rules   for the reporting of comprehensive income and its components. The adoption of SFAS No. 130 had no significant impact on total stockholders deficit as of December 31, 2007.



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.  Statement of Financial Accounting Standards No. 109, 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.



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.



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.



F-10



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006



3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



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.



Allowance for Doubtful Accounts

The Company provides an allowance for uncollectible accounts which are doubtful of collection. 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.



Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets in accordance with "SFAS" No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of. SFAS No. 121 requires recognition of 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.



Advertising Costs

The Company recognizes advertising expenses in accordance with Statement of Position 93-7, "Reporting on Advertising Costs". As such, the Company expenses the cost of communicating advertising in the   period in which the advertising   space or airtime is used.  There were no advertising costs for the periods ended December 31, 2007 and December 31, 2006.



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.



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.



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.



New Accounting Pronouncements

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115. This statement permits companies to choose to measure many financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at

F-11



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006



3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

specified election dates. This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  The Company is currently assessing the impact adoption of SFAS No. 159 will have on its consolidated financial statements.



In December 2006, the FASB issued SFAS No. 157 Fair Value Measurements which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset. The provisions are effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of the statement.



In December 2007, the Financial Accounting Standards Board (FASB) issued FASB Statements No.141 (revised 2007), Business Combinations (FAS 141(R)) and No. 160, Noncontrolling Interests in Consolidated Financial Statements (FAS 160). These standards aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The provisions of FAS 141 (R) and FAS 160 are effective for the fiscal year beginning June 1, 2009. We are currently evaluating the provisions of FAS 141(R) and FAS 160.



None of the above new pronouncements has current application to the Company, but will be implemented in the Companys future financial reporting when applicable.



4.  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, 2007 and 2006, the Company had 8,639,185 and 934,185 shares of common stock outstanding, respectively.



On December 21, 2006, the Company issued a total of 5,000 post split common shares in settlement of $5,000 of outstanding debt.



On March 13, 2007, the Company issued a total of 4,900,000 common shares in settlement of $49,000 of outstanding debt.



On December 7, 2007, the Company issued a total of 2,805,000 common shares in settlement of $28,050 of outstanding debt.



5.  INCOME TAXES



The components of the provision for income taxes at December 31, 2007 are as follows:



Current- Federal

$

0

Deferred- Federal

0

Income tax provision

$

0



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

U.S. Federal statutory rate

$

(49,500)

Use of loss carryforwards

0

Change in valuation

allowance

49,500

Effective tax

$

0

F-12



TIRE INTERNATIONAL ENVIROMENTAL SOLUTIONS INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006





5.   INCOME TAXES (continued)



Deferred tax assets (liabilities) consisted of the following at December 31, 2007



Deferred tax assets

Net operating loss

Carryforwards

$

184,934



Deferred tax liability

0

Valuation allowance

(184,934)



$

0



At December 31, 2007, the Company has net operating loss (NOL) carryforwards totaling approximately $532,500. 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, 2007 was $49,500 and $135,434 for the year ended December 31, 2006.  The figures for 2007 and 2006 reflect those of the Company only, as all subsidiaries are now gone.



6.  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, 2007 and 2006:



2007

2006



Net income (loss) available to

common stockholders

$

(145,487)

$

(233,955)



Weighted average shares:

Outstanding all year

5,052,048

447,884





Basic income (loss) per share

(based on weighted

average shares)

$                ( 0.03)

$

(0.52)



7.  RESEARCH AND DEVELOPMENT



Research and development expenses were nil for the year 2007 and 2006.





8.   RELATED PARTY TRANSACTIONS



On December 21, 2006 the Company issued a total of 500,000 common shares pursuant to a debt settlement agreement between the Company and Mr. Antonio Care, whereby the Company settled $5,000 in debt.  A change in control resulting from the transaction was reported on Form 8K on January 26, 2007.  Mr. Care is currently President of the Company and is working with the Company seeking a suitable business acquisition.  Mr. Care has previously worked with the Company as a consultant providing funding to the Company for operations.



During the fiscal year ending December 31, 2007, Mr. Care and a Director made loans or incurred expenses in the amount of $381,150 and have outstanding loans with the Company in the amount of $381,100 as of December 31, 2007.  During the fiscal year ending December 31, 2007, Mr. Care settled a total of $77,050 in related party debt and the Company issued a total of 7,705,000 common shares pursuant to this settlement.



As of December 31, 2007 the Company owes $381,100 and $325,000 as of December 31, 2006 to a related party for services rendered or funds advanced on behalf of the Company.

F-13





9.  SUBSEQUENT EVENTS



On March 25, 2008, three new directors were appointed to the Board of Directors of the Company as follows:



Antonio Care

Jacqueline Danforth

John Demoleas



The following persons were appointed as officers of the Company on March 25, 2008:



Antonio Care - President

Jacqueline Danforth  Secretary and Treasurer



On March 10, 2008, Mr. Como resigned as a director and officer of the Company and on March 26, 2008, Mr. Sticca resigned as a director and officer of the Company.





F-14



ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



Not Applicable



ITEM 8A.  CONTROLS AND PROCEDURES.



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of the period covered by this report.  Based upon the foregoing, our President and our acting Chief Financial Officer concluded that our disclosure controls and procedures are effective and adequate for the purposes set forth in the definition in the Exchange Act rules.



There were no changes in our internal control over financial reporting identified in connection with the evaluation referred to in the immediately preceding paragraph that occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.



Managements Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2007.
This annual report does not include an audit or attestation report of our registered public accounting firm

regarding our internal control over financial reporting. Our managements report was not subject to audit or attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report.



ITEM 8B.   OTHER INFORMATION



Not applicable





PART III



ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.



The following table sets forth the names and ages of all directors and executive officers of the Company as of the date of this report, indicating all positions and offices with the Company and its subsidiaries held by each such person:

9



|NAME                                             | AGE        | POSITION                                                            
|------------------------------------------------ | ---------- | --------------------------------------------------------------------
|Antonio Care

Jacqueline Danforth

John Demoleas | 38

36

49 | 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. 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.







10



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 2007, 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.



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.



Compliance With Section 16(a) of the Exchange Act



There were no late filings during the most recent fiscal year of any reports required by Section 16(a) of the Exchange Act.



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.



11



Corporate Governance



There have been no material changes to the procedures by which security holders may recommend nominees to the small business issuers board of directors.



The Board of Directors presently does not have an audit committee. Since there are no 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 it does not have an audit committee financial expert.



ITEM 10.     EXECUTIVE COMPENSATION.



The following table sets forth information for the individuals who served as the senior executive officer of the Company during any portion of the last 3 fiscal years. No disclosure need be provided for any executive officer, other than the PEO, whose total annual salary and bonus for the last completed fiscal year did not exceed $100,000.  Accordingly, no other executive officers of the Company are included in the table.



SUMMARY COMPENSATION TABLE

|Name and Principal Position        | Year | Salary
($) | Bonus
($) | Stock Awards
($) | Option
Awards
($) | Non-Equity Incentive Plan Compensation
($) | Nonquali-fied Deferred
Compen-sation
($) | All Other Compen-sation
($) | Total
($)
|---------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | ---------------------------------------- | --------------------------- | ---------
|Carmine Como
President & PEO       | 2007 | -0-        | -0-       | -0-              | -0-               | -0-                                        | -0-                                      | -0-                         | -0-      
|Michel Bourbonnais
President & PEO | 2007 | -0-        | -0-       | -0-              | -0-               | -0-                                        | -0-                                      | -0-                         | -0-      
|Michel Bourbonnais
President & PEO | 2006 | -0-        | -0-       | -0-              | -0-               | -0-                                        | -0-                                      | -0-                         | -0-      
|Michel Bourbonnais
President & PEO | 2005 | -0-        | -0-       | -0-              | -0-               | -0-                                        | -0-                                      | -0-                         | -0-      



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END



|               | Option Awards                                                       | Stock Awards                                                         
|-------------- | ------------------------------------------------------------------- | ---------------------------------------------------------------------
|Name           | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|Anthony Sticca | -0-                                                                 | -0-                                                                  
|Carmine Como   | -0-                                                                 | -0-                                                                  



There were no stock options granted during the fiscal year ended December 31, 2007.  The Company presently has no stock option or stock award plans.





12



DIRECTOR COMPENSATION



|Name           | Fees
Earned
or
Paid in
Cash
($) | Stock
Awards
($) | Option Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Nonqualified
Deferred Compensation
Earnings
($) | All Other
Compensation
($) | Total
($)
|-------------- | ------------------------------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------
|Anthony Sticca | -0-                             | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | -0-      
|Carmine Como   | -0-                             | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | -0-      



The Company has made no 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.  No remuneration has been paid to the Companys officers or directors for services to date.



ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



Securities Authorized for Issuance Under Equity Compensation Plans.



The following table sets forth information as of the fiscal year ended December 31, 2007 in regard to any securities authorized for issuance under equity compensation plans.



|Equity Compensation Plan Information                      
|----------------------------------------------------------
|Plan category                                             
|Equity compensation plans
approved by security holders    
|                                                          
|Equity compensation plans
not approved by security holders



The company does not presently have any equity compensation plans.



Security ownership of certain beneficial owners.



The following table sets forth information, as of March 31, 2008, 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% shareholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.



|TITLE OF
CLASS | NAME AND ADDRESS OF BENEFICIAL OWNER                                          | AMOUNT AND NATURE OF BENEFICIAL OWNER | PERCENT OF
CLASS(1)
|-------------- | ----------------------------------------------------------------------------- | ------------------------------------- | -------------------
|Common         | Bello Investments Ltd.
P.O. Box 7768 Banklane
Nassau, Bahamas                 | 570,000 common shares held directly   | 6.6%               
|Common         | Bic International Ltd.
Cor 12 Bayment Ave & Calle Al Mar, Belize City, Belize | 525,000 common shares held directly   | 6.1%               

13



|Common | Maria Stella Care(2)
6349 Chartrand Street
Montreal, North Quebec             | 550,000 common shares held directly   | 6.4% 
|------ | ----------------------------------------------------------------------------- | ------------------------------------- | -----
|Common | Bruna Care(2)
6349 Chartrand Street
Montreal, North Quebec                    | 550,000 common shares held directly   | 6.4% 
|Common | Cosimo Care(2)
6349 Chartrand Street
Montreal, North Quebec                   | 550,000 common shares held directly   | 6.4% 
|Common | Crisis Management Inc.
Cor 12 Bayment Ave & Calle Al Mar, Belize City, Belize | 550,000 common shares held directly   | 6.4% 
|Common | Harmony International Ltd.
P.O. Box 7768 Banklane
Nassau, Bahamas             | 570,000 common shares held directly   | 6.6% 
|Common | Pina Dicesare
3886 Avenue des Generaux
Laval, Quebec H7E 5K7                  | 1,000,000 common shares held directly | 11.6%

(1) Based on 8,639,185 shares of common stock issued and outstanding.

(2) Maria Stella Care, Bruna Care and Cosimo Care, shareholders of the Company, are the sisters and brother of Antonio Care, who is an officer and director of the Company.  Mr. Care disclaims any beneficial ownership.



Security Ownership of Management



The following table sets forth information, as of March 31, 2008, 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.



|TITLE OF
CLASS | NAME OF BENEFICIAL OWNER              | AMOUNT AND NATURE OF BENEFICIAL OWNER | PERCENT OF
CLASS
|-------------- | ------------------------------------- | ------------------------------------- | ----------------
|Common         | Antonio Care                          | 500,000 held directly                 | 5.79%           
|Common         | Jacqueline Danforth                   | -0-                                   | 0.00%           
|Common         | John Demoleas                         | -0-                                   | 0.00%           
|Common         | All Officers and Directors as a group | 500,000 Common shares                 | 5.79%           



Changes in Control



There are no arrangements known to the Company which may result in a change of control of the Company.



ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



On December 21, 2006 the Company issued a total of 500,000 common shares pursuant to a debt settlement agreement between the Company and Mr. Antonio Care, whereby the Company settled $5,000 in debt.  A change in control resulting from the transaction was reported on Form 8K on January 26, 2007. Mr. Care is currently President of the Company and is working with the Company seeking a suitable

14



business acquisition.  Mr. Care has previously worked with the Company as a consultant providing funding to the Company for operations.



During the fiscal year ending December 31, 2007, Mr. Care and a Director made loans or incurred expenses in the amount of $381,150 and have outstanding loans with the Company in the amount of $381,100 as of December 31, 2007.  During the fiscal year ending December 31, 2007, Mr. Care settled a total of $77,050 in related party debt and the Company issued a total of 7,705,000 common shares pursuant to this settlement.



ITEM 13.     EXHIBITS.



Exhibits:

|REGULATION S-B NUMBER | EXHIBIT                                                                     | REFERENCE                                                                                                                                                                          
|--------------------- | --------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                   | Articles of Incorporation and Amendments                                    | Incorporated by reference to the Exhibits previously filed with the Companys Current Report on Form 10SB12G  filed with the Securities and Exchange Commission on December 1, 1999
|3.1.2                 | Amended and Restated Articles of Incorporation                              | Incorporated by reference to the Exhibits previously filed with the Companys Current Report on Form 10-KSB filed with the Securities and Exchange Commission on July 22, 2003     
|3.1.3                 | Certificate of Amendment to Articles of  Incorporation                      | Filed herewith                                                                                                                                                                     
|3.1.4                 | Certificate of Change                                                       | Filed herewith                                                                                                                                                                     
|3.2                   | Bylaws                                                                      | Incorporated by reference to the Exhibits previously filed with the Companys Current Report on Form 10SB12G  filed with the Securities and Exchange Commission on December 1, 1999
|3.2.1                 | Amended and Restated Bylaws                                                 | Incorporated by reference to the Exhibits previously filed with the Companys Form 10-KSB filed with the Securities and Exchange Commission on April 2, 2007                       
|10.1                  | Divestiture Agreement between IVision Group Ltd. and Crisis Management Inc. | Incorporated by reference to the Exhibits previously filed with the Companys Form 10-QSB filed with the Securities and Exchange Commission on October 30, 2006.                   
|16.1                  | Letter on change of certifying accountant                                   | Incorporated by reference to the Exhibits previously filed with the Companys Form 8-K filed with the Securities and Exchange Commission on October 18, 2006                       

15



|22.1 | Notice of Proposal for reverse split and name change                                                                  | Incorporated by reference to our Schedule 14C filed on January 19, 2007
|---- | --------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------
|22.2 | Notice of Annual Meeting of Shareholders                                                                              | Incorporated by reference to our Schedule 14C filed on January 26, 2007
|31.1 | Section 302 Certification - Principal Executive Officer                                                               | Filed herewith                                                         
|31.2 | Section 302 Certification - Principal Financial Officer                                                               | Filed herewith                                                         
|32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith                                                         
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith                                                         





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, 2007 and December 31, 2006:

|Services           | 2007   | 2006  
|------------------ | ------ | ------
|Audit fees         | 11,500 | 10,500
|Audit related fees | 0      | 0     
|Tax fees           | 750    | 750   
|Total fees         | 12,250 | 11,250

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.



16



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 CareName:  Antonio Care
Title:   President, Principal Executive and Member of the Board of Directors 
Date:   April 14, 2008



By:    /s/ Jacqueline DanforthName: Jacqueline Danforth
Title:   Principal Financial Officer, Secretary, Treasurer and Member of the Board of Directors 
Date:   April 14, 2008





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 CareName:  Antonio Care
Title:   President, Principal Executive and Member of the Board of Directors 
Date:   April 14, 2008



By:    /s/ Jacqueline Danforth

Name: Jacqueline Danforth
Title:   Principal Financial Officer, Secretary, Treasurer and Member of the Board of Directors 
Date:   April 14, 2008



By:     ­­­/s/ John DemoleasName:  John Demoleas
Title:   Member of the Board of Directors 
Date:   April 14, 2008



17