UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

     For the fiscal year ended
     ---------------------------------------------------------------------------

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

    For the transition period from January 1, 2010 to September 30, 2010

                                   000-28323
--------------------------------------------------------------------------------

                             Commission File Number

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

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


64 DIVISION AVE. SUITE 106, LEVITTOWN, NY                        11756-2999
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


                                 (516) 605-0388
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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

 Title of each class                   Name of each exchange on which registered
      N/A                                                N/A
--------------------------------------------------------------------------------

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

                                 Title of class
                         COMMON STOCK, $0.001 PAR VALUE
--------------------------------------------------------------------------------

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
                                                                 Yes[ ]    No[X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.
                                                                 Yes[ ]    No[X]


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                                 Yes[X]    No[ ]





<page>
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
                                                                 Yes[ ]    No[ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
                                                                 Yes[ ]    No[X]


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer            [ ]         Accelerated filer             [ ]

Non-accelerated filer              [ ]         Smaller reporting company     [X]
(Do not check if a smaller reporting company)

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

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 last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

AS OF JUNE 30, 2010, THE LAST BUSINESS DAY OF THE REGISTRANT'S MOST RECENTLY
COMPLETED SECOND FISCAL  QUARTER, THE AGGREGATE MARKET VALUE OF VOTING COMMON
STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT IS $6,608,337 BASED ON THE
AVERAGE HIGH AND LOW BID PRICE OF THE REGISTRANT'S VOTING COMMON STOCK ON SUCH
DATE.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                      PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
a court.
                                                                 Yes[ ]    No[ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

          9,093,185 COMMON SHARES OUTSTANDING AS OF FEBRUARY 21, 2011





















<page>

                      DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (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. The listed documents should be clearly
described for identification purposes.

                                      NONE



































































<page>

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                               TABLE OF CONTENTS

                                                                            Page
--------------------------------------------------------------------------------

            PART I

Item 1      Business                                                           4
Item 1A     Risk Factors                                                      11
Item 1B     UnresolvedStaff Comments                                          11
Item 2      Properties                                                        11
Item 3      Legal Proceedings                                                 11
Item 4      Submission of Matters to a Vote of Security Holders               11

            PART II

Item 5      Market for Registrant's Common Equity, Related Stockholder        12
            Matters and Issuer Purchases of Equity Securities
Item 6      Selected Financial Data                                           13
Item 7      Management's Discussion and Analysis of Financial Condition       14
            and Results of Operations
Item 7A     Quantitative and Qualitative Disclosures About Market Risk        15
Item 8      Financial Statements and Supplementary Data                       15
Item 9      Changes in and Disagreements with Accountants on Accounting       16
            and Financial Disclosure
Item 9A(T)  Controls and Procedures                                           16
Item 9B     Other Information                                                 16

            PART III

Item 10     Directors, Executive Officers and Corporate Governance            17
Item 11     Executive Compensation                                            19
Item 12     Security Ownership of Certain Beneficial Owners and               21
            Management and Related Stockholder Matters
Item 13     Certain Relationships and Related Transactions,                   22
            and Director Independence
Item 14     Principal Accounting Fees and Services                            23

            PART IV

Item 15     Exhibits, Financial Statement Schedules                           24

            SIGNATURES                                                        25
================================================================================
































<page>
                                     PART I























                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A Development Stage Company)

                        REPORT AND FINANCIAL STATEMENTS

                               December 31, 2009

                  and the Nine Months Ended September 30, 2010

                             (Stated in US Dollars)
                              --------------------










































                                      F-1
<page>










                                                                            PAGE

Report of Independent Registered Public Accounting Firm                      F-3

Balance Sheets as of December 31, 2009 and September 30, 2010                F-4

Statements of Operations for the years ended                                 F-5
December 31, 2009 and the nine months ended September 30, 2010

Statements of Changes In Stockholders' Deficiency for the             F-6 to F-7
years ended December 31, 2009 and the nine months ended
September 30, 2010

Statements of Cash Flows for the years ended                                 F-8
December 31, 2009 and the nine months ended September 30, 2010


Notes to Financial Statements                                        F-9 to F-16

















































                                      F-2
<page>


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The Board of Directors
Tire International Environmental Solutions, Inc.
1530-9th Ave. S.E.
Calgary, Alberta T2G 0T7

We have audited the accompanying balance sheets of Tire International
Environmental Solutions, Inc. (a development stage company ) (the Company) as of
September 30, 2010 and December 31, 2009, and the related statements of
operations and other comprehensive income (loss), changes in stockholders'
equity (deficit), and cash flows for the nine months ended September 30, 2010
and the year ended December 31, 2009, and for the period from inception to
September 30, 2010. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit 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 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tire International
Environmental Solutions, Inc. as of September 30, 2010 and December 31, 2009,
and the results of its operations and its cash flows for the nine months ended
September 30, 2010 and the year ended December 31, 2009, and for the period from
inception to September 30, 2010, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1 to the financial statements, the Company is in the
development stage, and has suffered losses from operations. These factors, along
with other matters as set forth in Note 1, raise substantial doubt that the
Company will be able to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
February 21, 2011
















                                      F-3
<page>



                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                -----------------------------------------------
                         (A Development Stage Company)


                                 BALANCE SHEETS


                            (Stated in U.S. Dollars)

<TABLE>
<S>                                                 <C>                       <C>                        <C>



                                                                                 As of September 30,       As of December 31,
                                                                                        2010                     2009
                                                                                 --------------------      ------------------
                                   ASSETS
Current Assets
Cash                                                                           $             10,448      $                 -
                                                                               ---------------------     --------------------

TOTAL ASSETS                                                                   $             10,448      $                 -
                                                                               =====================     ====================

                   LIABILITIES and STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts payable and accrued liabilities                                    $             71,613      $            74,580
   Accounts payable - related parties                                                        24,880                        -
   Loan payable - related parties                                                            51,023                  417,822
   Convertible notes-related party (net discount of $295,755)                               161,956                        -
                                                                               ---------------------     --------------------
TOTAL CURRENT LIABILITIES                                                                   309,472                  492,402


STOCKHOLDERS' DEFICIT
Preferred stock, $0.10 Par value
   1,000,000 shares authorized, none issued                                                       -                        -

Common Stock $0.001 par value, authorized 100,000,000 shares
   Issued and outstanding 8,930,185 shares at September 30, 2010 and December
   31, 2009                                                                                   8,930                    8,930
Additional paid in capital                                                                3,797,697                3,350,619
Accumulated deficit during the development stage                                        (4,105,651)              (3,851,951)
                                                                               ---------------------     --------------------
TOTAL STOCKHOLDERS' DEFICIT                                                               (299,024)                (492,402)
                                                                               ---------------------     --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $              10,448      $                 -
                                                                               =====================     ====================
</TABLE>

               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS



















                                      F-4
<page>


                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                -----------------------------------------------
                         (A Development Stage Company)


                            STATEMENTS OF OPERATIONS


                            (Stated in U.S. Dollars)

<TABLE>
<S>                                             <C>                           <C>                   <C> <C>



                                                       Nine months                 Year Ended            December 15, 1998
                                                          Ended                   December 31,        (Date of Inception) to
                                                   September 30, 2010                 2009              September 30, 2010
                                                 ----------------------        ------------------    -----------------------

REVENUE                                         $                    -        $                -    $                     -
                                                 ----------------------        ------------------    -----------------------

EXPENSES

General and Administrative                                      17,245                     2,474                  1,046,499

Professional fees                                               10,261                    15,994                     52,578

Salaries and consulting                                         55,876                     4,296                     71,768
                                                 ----------------------        ------------------    -----------------------


NET INCOME (LOSS) FROM OPERATIONS                             (83,382)                  (22,764)                (1,170,845)

OTHER INCOME AND EXPENSES

Interest expense                                             (170,318)                   (8,538)                  (182,569)
                                                 ----------------------        ------------------    -----------------------

                                                             (170,318)                   (8,538)                  (182,569)


Income (tax) benefit                                                 -                         -                      2,235
                                                 ----------------------        ------------------    -----------------------
Net income (loss) before Discontinued
Operations                                                   (253,700)                  (31,302)                (1,351,179)

Discontinued operations of Subsidiary                                -                         -                (2,754,472)
                                                 ----------------------        ------------------    -----------------------
NET LOSS                                        $                             $                     $
                                                             (253,700)                  (31,302)                (4,105,651)
                                                 ======================        ==================    =======================


BASIC AND DILUTED LOSS PER SHARE                $               (0.03)        $           (0.00)
                                                 ======================        ==================

Basic and diluted weighted average number
of shares                                                    8,930,185                 8,930,185
                                                 ======================        ==================
</TABLE>


               SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS










                                      F-5
<page>








                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A Development Stage Company)


   STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY (Stated in U.S. Dollars)



<TABLE>
<S>                                      <C>                              <C>                <C>                    <C>


                                                                                                  Deficit
                                                                                                Accumulated
                                                 Common Stock               Additional            During                  Total
                                         ----------------------------          Paid             Development           Stockholders'
                                          Shares            Amount          in Capital             Stage               Deficiency
                                         ---------       ------------    ----------------     --------------         ---------------

Balance, December 15, 1998 (Date of        23,674      $          24      $        66,776    $     (68,000)         $       (1,200)
Inception)
                                         ---------       ------------    ----------------     --------------         ---------------
BALANCE, DECEMBER 31, 1998                 23,674                 24               66,776          (68,000)                 (1,200)
Issuance of common stock                                          80
for all stock of iVision USA, Inc.
January 27, 1999                           80,000                                (56,516)           393,899                 337,463
Issuance of common stock
for services at $1.00 February 8, 1999      6,700                  7                6,693                                     6,700
Issuance of common stock as part
payment for all stock of Bergeron
Conseils Et Inc. and La Societe De
Services September 1, 1999                    340                  -               51,000                                    51,000
Issuance of common stock for all stock
of Xiem Productions Inc. September 15,
1999                                        2,000                  2              299,998                                   300,000
Issuance of common stock for services                              -
at $1.00 November 15, 1999                    410                                     410                                       410
Issuance of common stock for services                              2
at $1.00 December 2, 1999                   2,000                                   1,998                                     2,000
Capital contributed                                                             1,248,774                                 1,248,774
Net income (loss)                                                                               (1,653,806)             (1,653,806)
                                         ---------       ------------    ----------------      --------------        ---------------
BALANCE, DECEMBER 31, 1999                115,124                115            1,619,133       (1,327,907)                 291,341
Issuance of common stock for services
at $62.97 March 3, 2000                     1,095                  1               68,949                                    68,950
Issuance of common stock for cash at
$150.00 August 21, 2000                     6,000                  6              899,994                                   900,000
Issuance of common stock for cash at
$0.10 August 21, 2000                         500                  -                   50                                        50
Net income (loss)                                                                               (1,744,015)             (1,744,015)
                                         ---------       ------------    ----------------      --------------        ---------------
BALANCE, DECEMBER 31, 2000                122,719                122            2,588,126       (3,071,922)               (483,674)
Issuance of common stock for services
at $10.00 June 11, 2001                       550                  1                5,499                                     5,500
Net income (loss)                                                                                 (376,719)               (376,719)
                                         ---------       ------------    ----------------      --------------        ---------------
BALANCE, 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                                       400
Issuance of common stock for services
at $0.265 July 22, 2002                    90,000                 90               23,760                                    23,850
Issuance of common stock to cancel debt
at $2.76 July 22, 2002                    209,776                210              577,907                                   578,117
Net income (loss)                                                                                     (35,700)             (35,700)
                                         ---------       ------------    ----------------        --------------      ---------------
BALANCE, 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                                    71,634
</TABLE>
                                      F-6
<page>




                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                -----------------------------------------------
                         (A Development Stage Company)


                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY


                            (Stated in U.S. Dollars)

<TABLE>
<S>                                     <C>                              <C>                 <C>                 <C>

                                                                                                  Deficit
                                                                                                Accumulated
                                                Common Stock                Additional            During             Total
                                         ----------------------------          Paid             Development      Stockholders'
                                           Shares            Amount         in Capital             Stage            Deficit
                                         ----------------------------    ----------------    ----------------   ---------------
Net income (loss)                                      $                 $                   $      (63,877)     $    (63,877)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2003                434,185                434           3,267,315         (3,548,218)         (280,469)
Net income (loss)                                                                                    206,969           206,969
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2004                434,185                434           3,267,315         (3,341,249)          (73,500)
Net income (loss)                                                                                   (62,000)          (62,000)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, 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                                 5,000
Net income (loss)                                                                                  (233,955)         (233,955)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2006                934,185                934           3,271,815         (3,637,204)         (364,455)
Shares issued to pay for expenses at    4,900,000              4,900              44,100                                49,000
$0.01 on March 13, 2007
Shares issued to pay for expenses at    2,805,000              2,805              25,245                                28,050
$0.01 on December 7, 2007
Net income (loss)                                                                                  (145,487)         (145,487)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2007              8,639,185              8,639           3,341,160         (3,782,691)         (432,892)
Issuance of common stock for services     291,000                291               9,459                                 9,750
Net income (loss)                                                                                   (37,958)          (37,958)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2008              8,930,185              8,930           3,350,619         (3,820,649)         (461,100)
Net income (loss)                                                                                   (31,302)          (31,302)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, DECEMBER 31, 2009                                     8,930           3,350,619         (3,851,951)         (492,402)
                                        8,930,185
Issuance of  convertible notes                                                   443,024                               443,024
Stock-based compensation                                                           4,054                                 4,054
Net income (loss)                                                                                  (253,700)         (253,700)
                                         ---------     --------------    ----------------    ----------------   ---------------
BALANCE, SEPTEMBER 30, 2010             8,930,185      $       8,930     $     3,797,697     $   (4,105,651)     $   (299,024)
                                         =========     ==============    ================    ================   ===============
</TABLE>

              SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
















                                      F-7
<page>

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                -----------------------------------------------
                         (A Development Stage Company)


                            STATEMENTS OF CASH FLOWS


                            (Stated in U.S. Dollars)
<TABLE>
<S>                                                                             <C>                      <C>


                                                                                                                December 15, 1998
                                                          Nine months Ended             Year Ended             (Date of Inception)
                                                         September 30, 2010         December 31, 2009         To September 30, 2010
                                                        --------------------       -------------------       -----------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                                $          (253,700)       $          (31,302)       $           (1,351,179)
Adjustment to reconcile net loss to cash used in
operating activities

  Consulting fees settled with stock                                      -                         -                         8,250
  Expenses paid with stock                                                -                         -                        59,205
  Stock-based compensation on consulting services                     4,054                                                   4,054
  Amortization of convertible notes discount                        147,269                         -                       147,269
  Imputed interest on the promissory notes                           16,241                         -                        16,241

Changes in assets and liabilities:
Accounts payable and accrued liabilities                            (4,521)                    17,010                        70,059
  Accounts payable - related parties                                 24,880                         -                        24,880
                                                        --------------------       -------------------       -----------------------
Cash used in operating activities - continued operations           (65,777)                  (14,292)                   (1,021,221)
Cash used in operating activities - discontinued                          -                         -                   (1,977,551)
operations
                                                        --------------------       -------------------       -----------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                        (65,777)                  (14,292)                   (2,998,772)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash used in investing activities - continued operations                  -                         -                             -
Cash used in investing activities - discontinued
operations                                                                 -                         -                    (708,390)
                                                         -------------------       -------------------       -----------------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES                                -                         -                    (708,390)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from related parties promissory notes                     76,225                     8,775                       494,047
  Proceeds from issuance of common stock                                  -                         -                     3,359,549
                                                        --------------------       -------------------       -----------------------
Cash provided by financing activities - continue                     76,225                     8,775                     3,853,596
operations
Cash used in financing activities - discontinued                          -                         -                     (135,986)
operations
                                                        --------------------       -------------------       -----------------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                          76,225                     8,775                     3,717,610

Net increase (decrease) in cash and cash equivalents                 10,448                   (5,517)                        10,448
Cash and cash equivalents at beginning of period                          -                     5,517                             -
                                                        --------------------       -------------------       -----------------------
Cash and cash equivalents at end of period             $             10,448       $                 -       $                10,448
                                                        ====================       ===================       =======================

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for

   Interest                                                               -     $                   -    $                   21,981
                                                        ====================       ===================       =======================
   Income taxes                                      $                    -     $                   -    $                        -
                                                        ====================       ===================       =======================
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND
INVESTING ACTIVITIES:
   Convert loan payable - related parties to Convertible
notes                                                $              443,024     $                   -    $                  443,024
                                                        ====================       ===================       =======================
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
                                      F-8
<page>
                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 1- NATURE AND CONTINENCE OF OPERATIONS

  a) Organization

     The Company was incorporated under the laws of the State of Nevada on
     February 19, 1986 with authorized common stock of 10,000,000 shares with a
     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 was treated as an acquisition of the
     Company by I Vision USA Inc. (reverse acquisition) and a recapitalization
     of I Vision USA Inc. The historical financial statements prior to January
     27, 1999 are those of I Vision USA Inc. and its subsidiary I Vision
     Integral Inc. During September 1999, the Company acquired all of the
     outstanding  stock of La Societe De Services, Bergeron Conseils Et
     Realisation Inc., and Ixiem Production Inc. by the issuance of 234,000
     shares of its common stock and a promissory note of $150,000 CDN. This debt
     was settled for stock and the companies have since been discontinued or
     abandoned.

     The financial statements shown in this report include the accounts of the
     Company and its wholly-owned subsidiaries as outlined in the notes above.
     All material intercompany accounts and transactions have been eliminated.
     These financial statements are presented from the inception date of
     December 15, 1998 which was the date of incorporation of I Vision U.S.A,
     Inc. as this company was the last operating entity.

     During fiscal year 2003, the Company and its subsidiaries ceased operations
     and on April 1, 2004, the Company divested itself of all of its
     subsidiaries by way of a divestiture agreement whereby the Company
     transferred all of the shares of the subsidiaries in exchange for the
     assumption of all of the outstanding debt of the subsidiaries. The impact
     of these divestitures on the balance sheet of the Company was to
     substantially reduce the outstanding liabilities.

     On December 21, 2006, the Company issued a total of 500,000 post split
     common shares pursuant to a debt settlement agreement between the Company
     and Mr. Antonio Care. This issuance of shares effected a change in control
     of the Company.

     On February 8, 2007, the Company effected a reverse split of its shares of
     common stock on the basis of 1 new share for every 100 shares held at the
     time of the reverse split. Concurrent with the reverse split of its shares
     the Company changed its name to Tire International Environmental Solutions
     Inc.

     On March 13, 2007, the Company issued a total of 4,900,000 common shares at
     a deemed price of $0.001 per share in settlement of a total of $49,000 in
     related party debt. The related party required the shares be issued to a
     total of 14 stockholders.

     On December 7, 2007, the Company issued a total of 2,805,000 common shares
     at a deemed price of $0.001 per common share in settlement of a total of
     $28,050 in related party debt. The related party required the shares be
     issued to a total of 14 stockholders.

     The Company has been seeking acquisitions since it discontinued operations.
     During the period covered by this report the Company has determined to
     enter into the tire recycling industry and has signed a Joint Venture
     Agreement more particularly described under Note 8.
                                      F-9
<page>

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

                         (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - NATURE AND CONTINUES OF OPERATIONS (CONTINUED)

  b) Basis of presentation

     On November 3, 2010, the Board of Directors of the Company, by quorum,
     approved a change of the fiscal year end from December 31 to September 30
     effective as of November 3, 2010. The change was made to align its fiscal
     periods more closely with the seasonality of its business and improve
     comparability with industry peers.

  c) Going Concern

     As of September 30, 2010, the Company has an accumulated deficit of
     $4,105,651 and remains in the development stage due to its lack of business
     operations. While the Company has entered into a Joint Venture agreement
     and determined to pursue opportunities in the tire recycling industry. It
     will be required to raise substantial capital to pursue its business plan
     and complete its joint venture agreement. At the time of this report no
     capital has been raised for operations. These factors create an uncertainty
     about the Company's ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a) Revenue Recognition

        Revenues are recognized in accordance with SEC Staff Accounting Bulletin
        (SAB) No. 104, "Revenue Recognition in Financial Statements." Under SAB
        104, product revenues (or service revenues) are recognized when
        persuasive evidence of an arrangement exists, delivery has occurred (or
        service has been performed), the sales price is fixed and determinable
        and collectability is reasonably assured.

     b) Cash and Cash Equivalents

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

     c) Comprehensive Income

        Since 1999, the Company adopted ASC 220, "Comprehensive Income", for the
        reporting of comprehensive income and its components.

     d) Income Taxes

        Income taxes are computed using the asset and liability method. Under
        this method, deferred income tax assets and liabilities are determined
        based on the differences between the financial and tax bases of assets
        and liabilities and are measured using the currently enacted tax rates
        and laws. ASC 740 requires recording a valuation allowance against
        deferred tax assets if based on the weight of available evidence, it is
        more likely than not that some or all of its deferred tax assets will
        not be realized.

     e) Depreciation and Amortization

        Property and equipment are stated at cost. Depreciation is calculated on
        a diminishing balance basis over the estimated useful lives of the
        assets, generally five to seven years. Trademarks and patents are
        depreciated on a straight-line basis over a period of twenty years.
        Maintenance and repairs are charged to operations when incurred.
        Betterments and renewals are capitalized









                                      F-10
<page>

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

                         (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     f) Estimates and Assumptions

        Management uses estimates and assumptions in preparing financial
        statements in accordance with generally accepted accounting principles.
        Those estimates and assumptions affect the reported amounts of assets
        and liabilities, the disclosure of contingent assets and liabilities,
        and the reported revenues and expenses. Actual results could vary from
        the estimates that were assumed in preparing the financial statements.

     g) Basic and Diluted Net Income (Loss) Per Share

        Basic net income (loss) per share is computed by dividing net loss
        available to common stockholders by the weighted average number of
        shares outstanding during the period. Diluted net income (loss) per
        share is computed using the weighted average number of common shares and
        common equivalent shares outstanding during the period. Common
        equivalent shares consist of shares issuable upon the exercise of stock
        warrants.

     h) Allowance for Doubtful Accounts

        The Company provides an allowance for uncollectible accounts. The
        allowance is based upon management's periodic analysis of receivables,
        evaluation of current economic conditions and other pertinent factors.
        Ultimate losses may vary from current estimates and, as additions to the
        allowance become necessary, they are charged against earnings in the
        period they become known. Losses are charged and recoveries are credited
        to the allowance.

     i) Impairment of Long-Lived Assets

        The Company evaluates the recoverability of long-lived assets using
        future undiscounted cash flows attributed to such assets. The Company
        recognizes impairment of long-lived assets in the event the net book
        value of such assets exceeds the future undiscounted  cash  flows
        attributable to such assets.

     j) Advertising Costs

        The Company recognizes advertising expense on the cost of communication
        advertising in the period in which the advertising space or airtime is
        used. There were no advertising costs for the periods ended September
        30, 2010 and December 31, 2009.

     k) Concentration of Credit Risk

        Financial instruments that potentially subject the Company to
        significant concentration of credit risk consist primarily of cash and
        accounts receivable. Cash is deposited with high credit, quality
        financial institutions. Accounts receivable are typically unsecured and
        are derived from revenues earned from customers located throughout the
        United States. The Company performs ongoing credit evaluations of its
        customers and maintains reserves for potential credit losses;
        historically, such losses have been within management's expectations.

     l) Fair Value of Financial Instruments

        The Company's financial instruments, including cash, accounts
        receivable, accounts payable, notes payable and long-term obligations
        are carried at cost, which approximates their fair value because of the
        short-term maturity of these instruments.







                                      F-11
<page>

                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

                         (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 - NEW ACCOUNTING STANDARDS-

Recent Accounting Pronouncements

In April 2010, the FASB codified the consensus reached in Emerging Issues Task
Force Issue No. 08-09, "Milestone Method of Revenue Recognition." FASB ASU No.
2010-29  "Revenue  Recognition - Milestone Method (Topic 605)" provides guidance
on defining a milestone and determining when it may be appropriate to apply the
milestone method of revenue recognition for research and development
transactions. FASB ASU No. 2010 - 29 is effective for fiscal years beginning on
or after June 15, 2010, and is effective on a prospective basis for milestones
achieved after the adoption date. The Company does not expect this ASU will have
a material impact on its financial position or results of operations when it
adopts this update for the fiscal year beginning October 1, 2010.

NOTE 4 - RELATED PARTY TRANSACTIONS

  I. Stockholder loans:

     On June 12, 2010, pursuant to a letter of default on accounts payable owed
     to a Director an  Officer of the Company, the Company restructured its
     related party outstanding accounts payable totaling $443,024 as of March
     31, 2010. The accounts payable was restructured to a one year, 10% interest
     bearing convertible promissory note ('Note") dated June 1, 2010 and due on
     May 31, 2011. The conversion price of the Note is $0.01. As of June 12,
     2010, using the guidance provided in ASC 470-20-25, we evaluated the Note
     and concluded that the convertible promissory note did have an embedded
     beneficial conversion feature. The embedded beneficial conversion feature
     was valued and had been recognized as additional paid-in-capital by
     allocating a portion of the proceeds equal to the intrinsic value of the
     feature. The resulting discount on the Note is amortized to interest
     expense using the effective interest method over the life of the Note.

     The carrying value and terms of the Note is as following:


                                                            September  30, 2010
                                                             -------------------
        Face value due May 31, 2011                         $            443,024
        Less: Unamortized discount                                     (295,755)
                                                             -------------------
        Carrying value:                                     $            147,269
                                                                         =======



     During the nine months ended September 30, 2010, the Company accrued
     interest of $14,687 related to the Note. An amount of $161,956 is reflected
     on the Company's balance sheets as Convertible note - related parties
     including the carrying value of $147,269 disclosed above, as well as
     accrued interest to September 30, 2010 totaling $14,687.

     During the nine months ended September 30, 2010, Mr. Care, an officer and
     Director of the Company, made loans to the Company in the amount of
     $40,023. The loans bear 10% interest and are due on demand. As of September
     30, 2010, the Company accrued interest in the amount of $1,431.

     During the nine months ended September 30, 2010, the Company received
     operating funds from two of our shareholders in the amount of $11,000. The
     loans bear 10% interest and are due on demand. As of September 30, 2010,
     the Company accrued interest in the amount of $123. Subsequent to the
     period ended September 30, 2010, the Company paid principal in the amount
     of $10,000 in cash.







                                      F-11
<page>
                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

                         (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

 II. Consulting Services

     On April 16, 2010, Mr. Dean Petkanas joined the Board of Directors of the
     Company and on June 11, 2010, Mr. Dean Petkanas was appointed Interim Chief
     Operating Officer and Acting Chief Financial Officer of the Company.

     During the two month period from April 1, 2010 to June 1, 2010, Mr.
     Petkanas invoiced, and was paid, consulting fees by the Company in the
     amount of $10,000.

     On June 12, 2010, the Company entered into an engagement agreement (the
     "Engagement") with Mr. Petkanas. This Engagement became effective on June
     1, 2010 and expired on September 30, 2010 (the "Interim Period") subject to
     an additional six month renewal upon the mutual written consent of the
     parties (the "Remaining Period"). The Remaining Period shall begin on
     October 1, 2010 and end on March 31, 2011 and shall be subject to an
     additional twelve month renewal upon mutual written consent of the parties.
     Pursuant to the Engagement, (i) the Company shall pay Mr. Petkanas a fee at
     the annual base rate of Sixty Thousand Dollars ($60,000); (ii) the annual
     base rate will be increased to One Hundred and Forty Thousand Dollars
     ($140,000) upon the Company securing financing of at least Two and One Half
     Million Dollars ($2,500,000) during the Interim Period and Remaining
     Period; (iii) upon the Company completing any merger that provides a going
     concern value to the Company whereby financing of at least Two and One Half
     Million Dollars ($2,500,000) is placed for the purposes of internal growth,
     a merger, or consolidation with another going concern. The Company will pay
     Mr. Petkanas an additional bonus compensation in the sum of One Hundred
     Thousand Dollars ($100,000); (iv) the Company shall issue Mr. Petkanas
     options to purchase One Hundred and Fifty Thousand (150,000) shares of
     common stock of the Company with an exercise price equal to Thirty cents
     ($.30) and expiring in five (5) years from the date of issue for the
     Engagement during the Interim Period, which date of issue is June 1, 2010,
     and in the event the Interim Period is extended through the Remaining
     Period, the Company shall issue to Mr. Petkanas options to purchase Three
     Hundred and Fifty Thousand (350,000) shares of common stock of the Company
     with an exercise price equal to Thirty cents ($.30) and expiring in five
     (5) years from date of issue of the Engagement.

     As of September 30, 2010, the Company owed Mr. Petkanas $15,000 in fees
     pursuant to the Engagement, which amount is reflected on the balance sheet
     as accounts payable-related parties. These fees were paid in full in
     December subsequent to the period ended September 30, 2010.

     Subsequent to the period ended September 30, 2010, Mr. Petkanas resigned as
     Interim Chief Operating Officer and Acting Chief Financial Officer of the
     Company. As  part of the settlement, the Company entered into a
     non-qualified stock incentive plan stock option agreement with Dean
     Petkanas. (refer to Note 10 - Subsequent Events)

NOTE 5 - 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 September 30,
2010, December 31, 2009 and 2008, the Company had 8,930,185 shares of common
stock outstanding.

On April 1, 2008, the Company issued a total of 141,000 common shares in
settlement of $8,250 of outstanding debt relating to consulting fees for fiscal
2007 which were invoiced from the consultants during fiscal 2008.

On April 25, 2008 the Company issued a total of 150,000 shares to officers and
directors as compensation for officers' and directors' fees of $1,500 for fiscal
2008.

There were no new common shares issued in 2009 and 2010.
                                      F-12
<page>




                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
NOTE 6 - STOCK OPTION

As discussed in  Note 4 above, effective June 1, 2010, the Company granted
options for One Hundred and Fifty Thousand (150,000) shares of common stock of
the Company with an exercise price equal to thirty cents ($.30) per common share
and expiring in five (5) years from the date of issue for the Agreement. Under
ASC 718, the grant date fair value of the options, which has been determined
based upon the fair value (using the Black Sholes method) of the Company's
shares on the grant date, is expensed over the Interim Period. The Company has
recognized stock-based expense as consulting fee of $4,054 with respect to the
vested portion at September 30, 2010, and unrecognized compensation expense
totaling $805 is expected to be recognized in the fiscal year 2011.

The following table summarized information on the Company's option:
<TABLE>
<S>                                                                   <C>          <C>
                                                                                           Weighted Average
                                                                     Number             Granted Date Fair Value
        Options Outstanding at December 31, 2009                            -      $                            -
        Granted Options                                               150,000      $                         0.03
        Vested                                                        150,000      $                         0.03
                                                                   -----------        ----------------------------
        Options Outstanding and Vested at September 30, 2010          150,000      $                         0.03
                                                                   ===========        ============================
</TABLE>
NOTE 7 - INCOME TAXES

No provision was made for federal income tax, since the Company had a
significant net operating loss. Net operating loss carryforwards may be used to
reduce taxable income through the year 2030. The availability of the Company's
net operating loss carryforwards are subject to limitation if there is a 50% or
more positive change in the ownership of the Company's stock, unless the same or
similar business is carried on. The Company has recorded a 100% valuation
allowance for the deferred tax asset due to the uncertainty of its realization.

The components of the net deferred tax asset are summarized below for the years
ended September 30, 2010 and December 31, 2009:
<TABLE>
<S>                                                            <C>                      <C>

                                                                   September 30,          December 31,
                                                                        2010                  2009
                                                                        ----                  ----

  Deferred tax asset
                                                               $           264,399      $      175,604
             Less valuation allowance
                                                                          (88,795)           (175,604)
                                                                  -----------------        ------------
             Net deferred tax assets                           $                 -      $            -
                                                                  =================        ============
</TABLE>
The net operating loss carryforward for federal and state income tax purposes
was approximately $755,425. 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 September 30, 2010
was $88,795, for the year ended December 31, 2009 was $10,956. The figures for
2010 and 2009 reflect those of the Company only, as all subsidiaries are now
gone.

The Company adopted the provisions of uncertain tax positions as addressed in
ASC 740-10-65-1on January 1, 2007. As a result of the implementation of ASC 740,
the Company recognized approximately no increase in the liability for
unrecognized tax benefits.

The Company has no tax positions at September 30, 2010 and December 31, 2009 for
which the ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility.
                                      F-13

<page>






                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Effective June 16, 2010, the Company has signed a Joint Venture Agreement (the
"Agreement") with Tires SpA.("TIRES"), an Italian manufacturer of heavy
industrial processing and recycling equipment. Under the terms of the Agreement,
as part of a purchase order by the Company the terms of which are detailed
below, the Company will own fifty percent (50%) of the TIRES U.S. patent pending
for the TIRES state-of-the-art tire recycling plant, which patent covers the
method and installation of recycling of used tires for conversion into finished
products (the "Waste to Value Technology") for the North American market. The
Agreement between the Company and TIRES calls for a payment of (euro)11,100,000
($14,476,000 million USD), of which (euro)7,700,000 ($10,041,900 USD) is to be
paid by way of cash and the remaining balance of (euro)3,400,000 shall be paid
via the issuance of common shares of the Company. For the purpose of calculating
the issuance price of the shares, the parties have agreed to a Euro to USD rate
of 1.2 bringing the amount due to $4,080,000 in USD. The parties have further
agreed to issue the shares at a deemed price of $0.50 per share. Therefore the
Company will be required to issue a total of 8,160,000 shares of common stock to
TIRES.

   o  (euro) 1,000,000 ($1,304,140 USD) and the issuance of a total of 1,140,000
      shares of common stock of the Company to be paid by July 30, 2010, on the
      same date of the delivery of the first module of the "Refiner Full" plant;
   o  (euro) 1,000,000 ($1,304,140 USD) and the issuance of a total of
      1,140,000 shares of common stock of the Company to be paid by
      November 30, 2010, on the same date of delivery of the second module of
      the "Refiner Full" plant;
   o  (euro) 1,000,000 ($1,304,140 USD) and the issuance of a total of 1,140,000
      shares of common stock of the Company to be paid by December 31, 2010, on
      the same date of delivery of the third module of the "Refiner Full" plant;
   o  (euro) 1,000,000 ($1,304,140 USD) and the issuance of a total of 1,140,000
      shares of common stock of the Company to be paid by January 31, 2011, on
      the same date of delivery of the fourth and last module of the "Refiner
      Full" plant;
   o  (euro) 925,000 ($1,206,330 USD) and the issuance of  a total of 900,000
      shares of common stock of the Company to be paid by February 28, 2011, on
      the on the same date of delivery of the first module of the "Quadruple
      Rubber Tiles" plant;
   o  (euro) 925,000 ($1,206,330 USD) and the issuance of a total of 900,000
       shares of common stock of the Company to be paid by March 31, 2011, on
      the on the same date of delivery of the second module of the "Quadruple
      Rubber Tiles" plant; (euro)o 925,000 ($1,206,330 USD) and the issuance of
      a total of 900,000 shares of common stock of the Company to be paid by
      March  31, 2011, on the on the same date of delivery of the third module
      of the "Quadruple Rubber Tiles" plant;
   o  (euro) 925,000 ($1,206,330 USD) and the issuance of a total of 900,000
      shares of common stock of the Company to be paid by March 31, 2011, on the
      on the same date of delivery of the fourth and last module of the
      "Quadruple Rubber Tiles" plant;

Upon the issuance of the first shares to TIRES, TIRES shall have the right to
appoint a representative to the Board of Directors of the Company.

According to the agreement between the parties, if the initial payment is not
made by July 30, 2010, the contract shall be null and void. The Company is
currently negotiating with several potential funders but was not be able to make
the payment date of July 30, 2010. Currently, there is an amended agreement to
extend the payment date to March 18, 2011.

NOTE 9 - RECLASSIFICATION

During the nine months ended September 30, 2010, the Company reclassified
certain items on the financial statements in the column showing December 15,
1998 (Date of Inception) to September 30, 2010 and in the column showing the
year end December 31, 2009 to conform to the presentation in the September 30,
2010 financial statements.

                                      F-14
<page>
                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to the period covered by this report, the Company received further
loans totaling $329,191 from several shareholders of the Company. The loans bear
10% interest and are due on demand.

On December 1, 2010, the Company entered into a three-month term consulting
contract with HAWK Associates Inc. ("HAWK), an investor relations and consulting
firm. HAWK will provide investor relations, financial media relations and other
appropriate consulting and advisory services. In consideration for such
services, the Company: (i) will pay a retainer fee of $8,000 per month; (ii)
will pay a one-time cash setup fee of $2,000; and HAWK will accept payment of
the $8,000 per month retainer fee as follows: (i) $2,000 in cash payment and
(ii) $6,000 in restricted 144 stock, priced at the closing price of the stock on
the effective date of the contract. On December 1, the Company paid $4,000 in
cash and issued a total of 18,000 shares of restricted common stock of the
Company for cash consideration valued at $18,000.

On December 1, 2010, the Company entered into a consulting contract with
Aquiline Group Inc.("AQUILINE), a full service public relations and consulting
firm dedicated to the peak performance of private & public companies. AQUILINE
will provide services for consulting, business advisory, shareholder information
and public/investor relations. In consideration for such services, the Company:
(i) will pay a retainer fee of $50,000 per month; (ii) will issue a total of
120,000 shares of restricted common stock of the Company per quarter; and (iii)
the term of the contract is for the period beginning December 1, 2010 and ending
December 15, 2010, services were minimized from December 18, 2010 and resumed
January 3, 2011 in observation of national holidays. The contract shall continue
and renew quarterly until terminated in accordance with certain terms. On
December 1, the Company paid $50,000 in cash and issued a total of 120,000
shares of restricted common stock of the Company.

On December 1, 2010, the Company entered into an employment agreement with Mr.
Antonio Care, a Chief Executive Officer of the Company. In consideration of his
performance of duties and responsibilities, the Company shall pay to Mr. Care a
base salary at the rate of $10,000 per month and an allowance of up to $333 per
month for the purpose of leasing, owning and /or maintaining a vehicle for use
in connection with the services for the Company.

On December 1, 2010, the Company entered into an employment agreement with Mr.
Marco Alfonsi, a Chief Operating Officer of the Company. In consideration of his
performance of duties and responsibilities, the Company shall pay to Mr. Alfonsi
a base salary at the rate of $10,000 per month and an allowance of up to $333
per month for the purpose of leasing, owning and /or maintaining a vehicle for
use in connection with the services for the Company.

On December 1, 2010, the Company entered into an employment agreement with Mr.
Cosimo Care, a Marketing Director and Manager of IT of the Company. In
consideration of his performance of duties and responsibilities, the Company
shall pay to Mr. Care a base salary at the rate of $2,500 per month and an
allowance of up to $333 per month for the purpose of leasing, owning and /or
maintaining a vehicle for use in connection with the services for the Company.

On December 1, 2010, the Company entered into an employment agreement with Mr.
Martin Sergi, a Chief Financial Officer of the Company. In consideration of his
performance of duties and responsibilities, the Company shall pay to Mr. Sergi a
base salary at the rate of $10,000 per month and an allowance of up to $333 per
month for the purpose of leasing, owning and /or maintaining a vehicle for use
in connection with the services for the Company. On December 1, 2010, the
Company paid $10,000 in cash pursuant to the contract.

On December 8, 2010, Mr. Dean Petkanas, Interim Chief Operating Officer and
Acting Chief Financial Officer of the Company, informed the Board of Directors
of the Company after the Board did not be renew his agreement that he was
resigning as Interim Chief Operating Officer and Acting Chief Financial Officer
effective December 8, 2010. As part of the settlement, Mr. Petkanas received
$15,452.71 with respect to the consulting fees of $15,000 owing to him pursuant
to his contract described in Note 4 above and reimbursement expense in the
amount of $452.71 and 150,000 unregistered non-qualifying common stock options
that can be exercised during the next 5 years at $.30 per share.



                                      F-15
<page>
                TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.

                         (A DEVELOPMENT STAGE COMPANY)

                       NOTES TO THE FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS-CONTINUED

Subsequent to September 30, 2010 the Company amended its Joint Venture Agreement
with Tires SpA (refer to Note 8-Commitments and Contingency) allowing the
deferring all required payments under the agreement. The payments under this
amendment are required to commence on March 18, 2011.

On December 14, 2010 the Company completed a Financial Advisory and Investment
Banking Engagement Agreement with CIM Securities, LLC of Centennial, Colorado
("CIM"). Under the agreement, the Company has retained CIM to provide the
Company financial advisory services in its effort to raise capital, identify
Merger and Acquisition targets and negotiate license agreements. Compensation
under the agreement is based on the successful completion by the Company of
privately placed capital financings, mergers, acquisitions or licensing
agreements in which CIM provided financial advisory services. The Company has
paid CIM a non-refundable deposit of $25,000 against fees and expenses incurred
under the agreement. The term of the agreement is for six months which, upon
certain circumstances, can be reduced to 2 months or extended to 30 months.

On January 18, 2011 the Company completed a Purchase Agreement with Antonio
Care, the Company's Chief Executive Officer. Under the Agreement, the Company is
acquiring all of the outstanding stock of Tonmik Import/Export Solutions, Inc
("Tonmik") in exchange for the Company's $1.7 million cash flow note. Tonmik is
a Montreal based distributor of recycled rubber products to big box retailers
that are currently manufactured using purchased recycled crumb rubber at its
facility in China. Tonmik has been operating its Chinese manufacturing facility
for 6 years. The Company expects to develop a fully integrated
scrap-tire-to-finished product business capitalizing on the consumer demand for
Tonmik finished product order flow that could not be maximized with the Tonmik
Chinese facilities. The note is payable in quarterly installments of interest at
10% per annum and principal to the extent of 50% of Tonmik's free cash flow
after all of its operating, debt and any new equipment costs are satisfied with
a final installment due on December 31, 2015. The purchase of the Tonmik shares
will be completed upon the delivery of the Tonmik December 31, 2010 financial
statements, certificates of corporate good standing and the delivery of all of
the Tonmik shares. Upon completion of the acquisition of Tonmik, the Company
will become an operating company. Based on Tonmik's unaudited financial
statements, it reported for the nine months ended September 30, 2010 $2.7
million in revenue and $442,000 in Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA") and $1.1 million in revenue and $207,000 in EBITDA
is for year ended December 31, 2009.

Subsequent to September 30, 2010 the Company, Tonmik and Mr. Antonio Care
entered a settlement agreement with a Company and Tonmik creditor requiring the
Company, Tonmik and Mr. Care to pay $25,000 on or before March 15, 2011, as of
February 21, 2011 $12,500 was paid and $12,500 remains outstanding. A judgment
in Canada was entered against the Company, Tonmik and Mr. Care to record the
obligations under the settlement.

On February 10, 2011 the Company completed an Investment Banking Engagement
Agreement with Stone & Youngberg, LLC ("Stone"). Under the Agreement, the
Company has retained Stone to act as sole manager for the anticipated debt
financing for the Company's new US tire recycling and finished product
manufacturing project (the "Project"). Compensation under the Agreement is based
on the successful completion by Stone of a privately placed corporate obligation
non-rated debt financing with net proceeds of $20 million for the Project. The
debt financing may qualify for tax exempt status in the Project state. The
Company, as part of the Project, is arranging for $10 million in new equity
capital to support the debt financing. The Company will also pay Stone for
expenses incurred under the Agreement.

The Company has evaluated subsequent events from the balance sheet date through
the date of issue of these financial statements and has determined there are no
additional events to disclose.







                                      F-16
<page>
ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There are not currently and have not been any disagreements between us and our
accountants on any matter of accounting principles, practices or financial
statement disclosure.

ITEM 9A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as of September 30, 2010.
Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are
effective in alerting them on a timely basis to material information relating to
our Company required to be included in our reports filed or submitted under the
Exchange Act.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent
limitations and may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurance with
respect to financial reporting reliability and financial statement preparation
and presentation. In addition, projections of any evaluation of effectiveness to
future periods are subject to risk that controls become inadequate because of
changes in conditions and that the degree of compliance with the policies or
procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of September 30, 2010. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on its assessment, management concluded that, as of September 30, 2010,
the Company's internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to the rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended September, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION

There are no items that required disclosure in a Form 8-K during the fourth
quarter of the year covered by this Form 10-K that were not reported by the
Company.










                                       16
<page>




                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

By:    /s/ Antonio Care
       --------------------------
Name:  Antonio Care
Title: President, Principal Executive Officer and Member of the Board of
       Directors
Date:  July 20, 2011

By:    /s/ Martin Sergi
       --------------------------
Name:  Martin Sergi
Title: Principal Financial Officer, Secretary, Treasurer and Member of the Board
       of Directors
Date:  July 20, 2011


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated, who constitute the entire board of directors:

By:    /s/ Antonio Care
       --------------------------
Name:  Antonio Care
Title: President, Principal Executive Officer and Member of the Board of
       Directors
Date:  July 20, 2011

By:    /s/ Martin Sergi
       --------------------------
Name:  Martin Sergi
Title: Principal Financial Officer and Member of the Board of Directors
Date:  July 20, 2011

By:    /s/ Marco Alfonsi
       --------------------------
Name:  Marco Alfonsi
Title: Chief Operating Officer and Member of the Board of Directors
Date:  July 20, 2011






























                                  25