UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K





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




For the
fiscal year ended December 31, 2008





[  ]     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.


(Exact
name of registrant as apecified in its charter)





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







1530
      9thAve S.E., Calgary, Alberta Canada
            T2G0T7(Address
      of principal executive offices)
            (Zip
      Code)




Registrant’s
telephone number, including area code   (403)
693-8000




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





Title
      of each class
            
            
            Name
      of each exchange on which registeredNone
            
            
            None





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





Common
      stock, $.001 par value(Title
      of Class)





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 Section 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 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   [  ]Yes     [
      X]       No   [  ]














Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
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-K
or any amendment to this Form
10-K. [   ]





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 12-2 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
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, 2008, which is 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
$240,246.   Shares of common stock held by each officer and
director have been excluded in that such persons may be deemed to be
affiliates.  This determination of affiliate status is not necessarily
a conclusive determination for other purposes.








(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 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)





State the
number of shares outstanding of each of the registrant’s classes of common
equity, as of the latest practicable date.





As of
March 10, 2009, the Issuer had a total of 8,930,185shares 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-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 (e.g., annual report to security
holders for fiscal year ended December 24, 1980).














TABLE
OF CONTENTS





Item
      in Form 10-K
              Page
      No.PART
      IItem
      1
              Business
              4Item
      1A
              Risk
      Factors
              7Item
      1B
              Unresolved
      Staff Comments
              8Item
      2
              Properties
              8Item
      3
              Legal
      Proceedings
              8Item
      4
              Submission
      of Matters to a Vote of the Security Holders
              8PART
      IIItem
      5
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              8Item
      6
              Selected
      Consolidated Financial Data
              9Item
      7
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              9Item
      7A
              Quantitative
      and Qualitative Disclosures About Market Risk
              12Item
      8
              Consolidated
      Financial Statements and Supplementary Data
              12Item
      9
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              13Item
      9A
              Controls
      and Procedures
              13Item
      9B
              Other
      Information
              13PART
      IIIItem
      10
              Directors,
      Executive Officers and Corporate Governance
              14Item
      11
              Executive
      Compensation
              16Item
      12
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              18Item
      13
              Certain
      Relationships and Related Transactions, and Director
      Independence
              19Item
      14
              Principal
      Accountant Fees and Services
              20PART
      IVItem
      15
              Exhibits,
      Financial Statement Schedules
              20SIGNATURES
              
              22











3





PART
I





ITEM
1.                     
 BUSINESS




The
statements contained in this Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, that are not purely historical statements are forward
–looking statements within the meaning of Section 21E of the Securities and
Exchange Act of 1934, including statements regarding the Company’s expectations,
beliefs, hopes, intentions or strategies regarding the future.  These
forward-looking statements involve risks and uncertainties.  Our
actual results may differ from those indicated in the forward-looking
statements.  Please see  “Risk Factors that May Affect
Future Results,” “Special Note Regarding Forward-Looking Statements” and the
factors and risks discussed in other reports filed from time to time with the
Securities and Exchange Commission.





General
Development of the Business





Tire
International Environmental Solutions Inc. (the “Company” “we”, “us”, “our” and
“Tire”) was incorporated under the laws of the State of Nevada on February 19,
1986 as Engle Mining Co., Inc. On January 27, 1999 the Company acquired all of
the outstanding stock of I Vision USA Inc. through a stock for stock exchange in
which the stockholders of I Vision USA Inc. received 8,000,000 common shares of
the Company in exchange for all of the stock of I Vision USA Inc.  I
Vision USA Inc. was organized in the state of Delaware on December 15, 1998 and
had purchased all of the outstanding stock of I Vision Integral Inc. which was
organized in Canada during March 1998.  I Vision USA Inc. and I Vision
Integral Inc. were organized for the purpose of conducting electronic commerce
on the World Wide Web.  For reporting purposes, the acquisition is
treated as an acquisition of the Company by I Vision USA Inc. (reverse
acquisition) and a recapitalization of I Vision USA Inc.   During
September 1999 the Company acquired all of the outstanding stock of La Societe
De Services, Bergeron Conseils Et Realisation Inc., and Ixiem Production Inc. by
the issuance of 234,000 shares of its common stock and a promissory note of
$150,000 CDN.   This debt was settled for stock and the companies
have since been discontinued or abandoned.





During
fiscal year 2003 the Company and its subsidiaries ceased operations and on April
1, 2004, the Company divested itself of all of its subsidiaries by way of a
divestiture agreement whereby the Company transferred all of the shares of the
subsidiaries in exchange for the assumption of all of the outstanding debt of
the subsidiaries.





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





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





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





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





During
April 2008, the Company issued aggregate 291,000 shares of common stock valued
at $9,750 in consideration for consulting services, director’s fee and officer’s
fee.





4




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.





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 stockholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.





The
Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate
purposes.  The Company may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.





The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky.  Due to general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable statutes),
for all stockholders and other factors.  Potentially, available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.





The
Company presently has limited capital with which to provide the owners of
business opportunities with any significant cash or other
assets.  However, management believes the Company will be able to
raise additional capital for an acquisition of merit.  The Company may
incur significant legal and accounting costs in connection with the acquisition
of a business opportunity, including the costs of preparing Form 8-K, 10-Q or
10-K, agreements and related reports and documents.  The Exchange Act
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act.





The
analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Antonio Care, the
Company’s President will be the key person in the search, review and negotiation
with potential acquisition or merger candidates. In analyzing prospective
business opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition of acceptance of
products, services, or trades; name identification; and other relevant factors.
The Company will not acquire or merge with any company for which audited
financial statements cannot be obtained at the closing of the proposed
transaction.





5





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 stockholders of the Company will
no longer be in control of the Company.   In addition, the
Company's directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Company's
stockholders or may sell their stock in the Company. Any and all such sales will
only be made in compliance with the securities laws of the United States and any
applicable state.





It is
anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no longer
considered a "shell" company. Until such time as this occurs, the Company does
not intend to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.





While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition in a so-called "tax-free" reorganization under Sections 368(a)
(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the stockholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such stockholders.





As part
of the Company's investigation, officers and directors of the Company may
personally meet with management and key personnel, may visit and inspect
material facilities, obtain analysis or verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength of the Company and such
other management.





With
respect to any merger or acquisition, a negotiation with target company
management is expected to focus on the percentage of the Company which the
target company stockholders would acquire in exchange for all of their
stockholdings in the target company.  Depending upon, among other
things, the target company's assets and liabilities, the Company's stockholders
will in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then stockholders.





The
Company will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.





6





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.





Patents





The
Company owns no patents and no Internet domain names.





Research
and Development





The
Company has not undertaken any research and development activities during each
of its last three fiscal years.





Employees





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





ITEM
1A.                     RISK
FACTORS





A smaller
reporting company is not required to provide the information required by this
item.





7








ITEM
1B.                     UNRESOLVED
STAFF COMMENTS





A smaller
reporting company is not required to provide the information required by this
item.





ITEM  2.                      PROPERTIES





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





ITEM
3.                      
LEGAL PROCEEDINGS





The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Report.




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





No
matters were submitted to a vote of the Company’s stockholders during the fiscal
year ended December 31, 2008.




PART
II




ITEM
5.                      
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.





Market
Information





The
Company's common stock trades on the Over-the-Counter Bulletin Board (“OTC/BB”)
under the symbol "TRIE".  The Company’s common stock previously traded
on the OTC/BB under the symbol "IVIG".  On June 27, 2000 the Company’s
common stock ceased being quoted on the OTC/BB due to the Company’s inability to
file its quarterly and annual reports.   On June 16, 2008, the
Company was approved for quotation on the
OTC/BB.    Following is a report of high and low bid prices
for the last three fiscal quarters of fiscal 2008.





Year 2008
                
                High
                
                
                Low4th
      Quarter ended 12/31/08
                
                
                0.25
                
                
                
                0.023rd
      Quarter ended 9/30/08
                
                
                0.55
                
                
                
                0.012nd
      Quarter ended 6/30/08
                
                None
                
                
                None





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.





Holders





As of
March 10, 2009, there were 108 record holders of the Company’s common
stock.





Dividends





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





8








Securities
Authorized for Issuance under Equity Compensation Plans





Equity
      Compensation Plan InformationPlan
      category
                    
                    Number
      of securities to be issued upon exercise of outstanding
                      options,
      warrants and rights
                      
                      
                      (a)
                    
                    
                    Weighted-average
      exercise price of outstanding options, warrants and rights
                      
                      
                      
                      
                      (b)
                    
                    
                    Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
                      
                      (c)Equity
      compensation plans approved by security holders
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-Equity
      compensation plans not approved by security holders
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-Total
                    
                    
                    -0-
                    
                    
                    
                    -0-
                    
                    
                    
                    -0-





The
Company does not currently have any equity compensation plans.





Performance
Graph





The
Company is a smaller  reporting issuer and is not required to provide
this information.





Recent
sales of unregistered securities; use of proceeds from registered
securities





There are
no unregistered securities to report which were sold or issued by the Company
without the registration of these securities under the Securities Act of 1933 in
reliance on exemptions from such registration requirements, within the period
covered by this report, which have not been previously included in a Quarterly
Report on Form 10-Q or a Current Report on Form 8-K.





ITEM
6.                     
 SELECTED FINANCIAL DATA





A smaller
reporting company is not required to provide the information required by this
item.





ITEM
7.                      
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.





Liquidity





The
Company has $5,517 cash as of the period covered by this report and has no
income as it has no current operations.  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.








9





Capital
Resources





The
Company has no material commitments for capital expenditures at this
time.   The Company cannot predict what commitments it may incur
should it find a suitable acquisition for the Company.





Results
of Operations





At
present, the Company has no operations and is seeking a merger or
acquisition.   The Company will not restrict its search to any
specific business or industry. The Company may participate in a business venture
of virtually any kind or nature.  Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.





Off-balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Tabular
Disclosure of Contractual Obligations





Payments
      Due by periodContractual
      Obligations
                  
                  Total
                  
                  
                  Less
      than 1 year
                  
                  
                  1-3
      years
                  
                  
                  3-5
      years
                  
                  
                  More
      than 5 yearsLong-Term
      Debt Obligations
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Capital
      Lease Obligations
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Operating
      Lease Obligations
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Purchase
      Obligations
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Other
      Long-Term Liabilities Reflected on the Registrant's Balance Sheet under
      GAAP
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Total
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-





The
Company does not currently have any contractual debt obligations in regard to
any of the above.  The Company has  current debt to an
officer and director of the Company in the amount of $409,047.





Critical
Accounting Policies





We have
identified certain accounting policies, described below, that are the most
important to the portrayal of our current financial condition and results of
operations.





Revenue
recognition





The
Company recognizes revenue in accordance with the provision of the Securities
and Exchange Commission Staff Accounting Bulletin ("SAB") No. 104 which
establishes guidance in applying generally accepted accounting principles to
revenue recognition in financial statements.  SAB No. 104 requires
that four basic criteria must be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the price to the buyer is fixed and determinable; and (4)
collectability is reasonably assured.





10




Research
and development





All costs
of research and development activities are expensed as incurred.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the non-controlling interest in the acquiree, be recognized at the full amounts
of their fair values.





In
December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51.
The objective of this statement is to improve the relevance, comparability, and
transparency of the financial statements by establishing accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The Company believes that this statement will
not have any impact on its financial statements, unless it deconsolidates a
subsidiary.





In March
2008, FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES (an amendment to SFAS No. 133). This statement is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008 and requires enhanced disclosures with respect to
derivative and hedging activities. The Company will comply with the disclosure
requirements of this statement if it utilizes derivative instruments or engages
in hedging activities upon its effectiveness.





In
April 2008, the FASB issued FASB Staff Position No. 142-3,
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to
improve the consistency between the useful life of a recognized intangible asset
(under SFAS No. 142) and the period of expected cash flows used to measure
the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or
extension assumptions that are used to estimate an intangible asset’s useful
life under SFAS No. 142. The guidance in the new staff position is to be
applied prospectively to intangible assets acquired after December 31,
2008. In addition, FSP No. 142-3 increases the disclosure requirements
related to renewal or extension assumptions. The Company does not believe
implementation of FSP No. 142-3 will have a material impact on its financial
statements.





In May
2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.  This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”





In May
2008, the FASB issued SFAS No. 163,ACCOUNTING FOR FINANCE
GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue
recognitionapproach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation.  This
Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008.





11





In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task
Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No.
03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Company’s financial
statements.





In
November 2008, the Emerging Issues Task Force (“EITF”) issued Issue
No. 08-7, Accounting for
Defensive Intangible Assets(“EITF 08-7”). EITF 08-7 applies to all
acquired intangible assets in which the acquirer does not intend to actively use
the asset but intends to hold (lock up) the asset to prevent its competitors
from obtaining access to the asset (a defensive asset), assets that the acquirer
will never actually use, as well as assets that will be used by the acquirer
during a transition period when the intention of the acquirer is to discontinue
the use of those assets. EITF 08-7 is effective as of January 1, 2009. The
Company does not expect the adoption of EITF 08-7 to have a material impact on
its financial statements.





None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company's future financial reporting.




ITEM
7A.         
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





A smaller
reporting company is not required to provide the information required by this
item.




ITEM
8.                      
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





The
financial statements and supplementary data required by this Item 8 are listed
in Item 15(a) (1) and begin at page F-1 of this Annual Report on Form
10-K.





12





TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.


(A
Development Stage Company)




REPORT
AND CONSOLIDATED FINANCIAL STATEMENTS




December
31, 2008




(Stated in US
Dollars)




PageReport
      of Independent Registered Public Accounting Firm
            F-2Financial
      Statements:Consolidated Balance
      Sheets
            F-3Consolidated Statements of
      Operations
            F-4Consolidated Statements of
      Changes In Stockholders’ Deficiency
            F-5
      to F-6Consolidated Statements of Cash
      Flows
            F-7Notes to Consolidated Financial
      Statements
            F-8
      to F-15





F-1








CHILD,
VAN WAGONER & BRADSHAW, PLLC


5296
S. Commerce Dr. #300


Salt
Lake City, Utah 84107


Telephone
801.281.4700  Facsimile 801.281.4701





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, 2008 and 2007, and the related consolidated statements of
operations, changes in stockholders’ deficiency, and cash flows for
the  years ended December 31, 2008 and 2007, and for the period of
December 15, 1998 (date of inception) to December 31, 2008. 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 audits 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
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.





In our
opinion, the 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, 2008 and 2007, and
the results of its operations,   and its cash flows for
the  years ended December 31, 2008 and 2007, and for the period of
December 15, 1998 (date of inception) to December 31, 2008,  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 1 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 1. 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 8,
2009


1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 Suite B,
4F
 North
Cape Commercial Bldg.
 388
King’s Road
 North
Point, Hong Kong
 
 
 www.cpaone.net







F-2





TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS


December
31, 2008 and 2007


(Stated in U.S.
Dollars)


ASSETS
                
                December
      31,
                  2008
                
                
                December
      31,
                  2007Current
      Assets:Cash
                
                $
                5,517
                
                
                $
                8,233Total
      Assets
                
                $
                5,517
                
                
                $
                8,233Liabilities
      and Stockholders' DeficiencyCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                
                $
                57,570
                
                
                $
                60,025Loans
      payable – related parties
                
                
                409,047
                
                
                
                381,100Total
      current liabilities
                
                
                466,617
                
                
                
                441,125Stockholders'
      DeficiencyPreferred
      stock, $0.10 par value, 1,000,000 preferred shares authorized with
      zero  shares outstanding
                
                
                -
                
                
                
                -Common
      Stock, $0.001 par value: 100,000,000 shares authorized;
                  8,930,185
      and 8,639,185 shares issued and outstanding
                  at
      December 31, 2008 and December 31, 2007, respectively.
                
                
                8,930
                
                
                
                8,639Additional
      paid in capital
                
                
                3,350,619
                
                
                
                3,341,160Accumulated
      deficit during the development stage
                
                
                (3,820,649
                )
                
                
                (3,782,691
                )Total
      Stockholders' Deficiency
                
                
                (461,100
                )
                
                
                (432,892
                )Total
      Liabilities and Stockholders' Deficiency
                
                $
                5,517
                
                
                $
                8,233





SEE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





F-3





TIRE INTERNATIONAL
ENVIRONMENTAL SOLUTIONS INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


(Stated in U.S.
Dollars)





Year
      ended December 31,2008
                  
                  
                  2007
                  
                  
                  December
      15, 1998
                    (Date
      of Inception)
                    to
      December 31, 2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesOffice
      and administration
                  
                  
                  5,892
                  
                  
                  
                  145,487
                  
                  
                  
                  1,026,780Professional
      fees
                  
                  
                  18,073
                  
                  
                  
                  -
                  
                  
                  
                  18,073Consulting
      fees settled with shares
                  
                  
                  8,250
                  
                  
                  
                  -
                  
                  
                  
                  8,250Salaries
      and consulting
                  
                  
                  5,600
                  
                  
                  
                  -
                  
                  
                  
                  11,596Interest
                  
                  
                  143
                  
                  
                  
                  -
                  
                  
                  
                  3,713Net
      income (loss)  from the operations
                  
                  
                  (37,958
                  )
                  
                  
                  (145,487
                  )
                  
                  
                  (1,068,412
                  )Gain
      (loss) on disposal of fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,464Forgiveness
      of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  238,654Net
      income (loss) before income taxes
                  
                  
                  (37,958
                  )
                  
                  
                  (145,487
                  )
                  
                  
                  (777,294
                  )Income
      tax benefit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,235Net
      income (loss) before discontinued operations
                  
                  
                  (37,958
                  )
                  
                  
                  (145,487
                  )
                  
                  
                  (775,059
                  )Discontinued
      operations of subsidiary
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,045,590
                  )Net
      income (loss)
                  
                  $
                  (37,958
                  )
                  
                  $
                  (145,487
                  )
                  
                  $
                  (3,820,649
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.03
                  )Basic
      and diluted weighted average number of shares
                  
                  
                  8,850,070
                  
                  
                  
                  5,052,048








SEE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





F-4




TIRE INTERNATIONAL
ENVIRONMENTAL SOLUTIONS INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY


(Stated in U.S.
Dollars)




Common
      StockShares
                        
                        
                        Amount
                        
                        
                        Additional
      Paid in Capital
                        
                        
                        Deficit
      Accumulated
                          During
                          Development
      Stage
                        
                        
                        Total
      Stockholders' DeficiencyBalance,
      December 15, 1998 (Date of Inception)
                        
                        
                        23,674
                        
                        
                        $
                        24
                        
                        
                        $
                        66,776
                        
                        
                        
                        (68,000
                        )
                        
                        
                        (1,200
                        )Balance,
      December 31, 1998
                        
                        
                        23,674
                        
                        
                        
                        24
                        
                        
                        
                        66,776
                        
                        
                        
                        (68,000
                        )
                        
                        
                        (1,200
                        )Issuance
      of common stock
                          for
      all stock of iVision USA, Inc. January 27, 1999
                        
                        
                        80,000
                        
                        
                        
                        80
                        
                        
                        
                        (56,516
                        )
                        
                        
                        393,899
                        
                        
                        
                        337,463Issuance
      of common stock
                          for
      services at $1.00 February 8, 1999
                        
                        
                        6,700
                        
                        
                        
                        7
                        
                        
                        
                        6,693
                        
                        
                        
                        
                        
                        
                        
                        6,700Issuance
      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
                        
                        
                        
                        
                        
                        
                        
                        51,000Issuance
      of common stock for all stock of Xiem Productions Inc. September 15,
      1999
                        
                        
                        2,000
                        
                        
                        
                        2
                        
                        
                        
                        299,998
                        
                        
                        
                        
                        
                        
                        
                        300,000Issuance
      of common stock for services at $1.00 November 15, 1999
                        
                        
                        410
                        
                        
                        
                        -
                        
                        
                        
                        410
                        
                        
                        
                        
                        
                        
                        
                        410Issuance
      of common stock for services at $1.00 December 2, 1999
                        
                        
                        2,000
                        
                        
                        
                        2
                        
                        
                        
                        1,998
                        
                        
                        
                        
                        
                        
                        
                        2,000Capital
      contributed
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,248,774
                        
                        
                        
                        
                        
                        
                        
                        1,248,774Net
      income (loss)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,653,806
                        )
                        
                        
                        (1,653,806
                        )Balance,
      December 31, 1999
                        
                        
                        115,124
                        
                        
                        
                        115
                        
                        
                        
                        1,619,133
                        
                        
                        
                        (1,327,907
                        )
                        
                        
                        291,341Issuance
      of common stock for services at $62.97 March 3, 2000
                        
                        
                        1,095
                        
                        
                        
                        1
                        
                        
                        
                        68,949
                        
                        
                        
                        
                        
                        
                        
                        68,950Issuance
      of common stock for cash at $150.00 August 21, 2000
                        
                        
                        6,000
                        
                        
                        
                        6
                        
                        
                        
                        899,994
                        
                        
                        
                        
                        
                        
                        
                        900,000Issuance
      of common stock for cash at $0.10 August 21, 2000
                        
                        
                        500
                        
                        
                        
                        -
                        
                        
                        
                        50
                        
                        
                        
                        
                        
                        
                        
                        50Net
      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
                        
                        
                        
                        
                        
                        
                        
                        5,500Net
      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
                        
                        
                        
                        
                        
                        
                        
                        400Issuance
      of common stock for services at $0.265 July 22, 2002
                        
                        
                        90,000
                        
                        
                        
                        90
                        
                        
                        
                        23,760
                        
                        
                        
                        
                        
                        
                        
                        23,850Issuance
      of common stock to cancel debt at $2.76 July 22, 2002
                        
                        
                        209,776
                        
                        
                        
                        210
                        
                        
                        
                        577,907
                        
                        
                        
                        
                        
                        
                        
                        578,117Net
      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





F-5








TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS
      INC.
                                (A
      Development Stage Company)
                                CONSOLIDATED STATEMENT OF
      CHANGES IN STOCKHOLDERS’ DEFICIENCY
                                (Stated in U.S. Dollars)Common
      StockAdditional
      Paid in Capital
                              
                              
                              Deficit
      Accumulated During
                                Development
      Stage
                              
                              
                              Total
      Stockholders’ DeficitShares
                              
                              
                              AmountNet
      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
                              
                              
                              
                              206,969Balance,
      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
                              
                              
                              
                              
                              
                              
                              
                              5,000Net
      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 $0.01 on March 13, 2007
                              
                              
                              4,900,000
                              
                              
                              
                              4,900
                              
                              
                              
                              44,100
                              
                              
                              
                              
                              
                              
                              
                              49,000Shares
      issued to pay for expenses at $0.01 on December 7, 2007
                              
                              
                              2,805,000
                              
                              
                              
                              2,805
                              
                              
                              
                              25,245
                              
                              
                              
                              
                              
                              
                              
                              28,050Net
      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
                              
                              
                              
                              
                              
                              
                              
                              9,750Net
      income (loss)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (37,958
                              )
                              
                              
                              (37,958
                              )Balance,
      December 31, 2008
                              
                              
                              8,930,185
                              
                              
                              $
                              8,930
                              
                              
                              $
                              3,350,619
                              
                              
                              $
                              (3,820,649
                              )
                              
                              $
                              (461,100
                              )





SEE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





F-6





TIRE INTERNATIONAL
ENVIRONMENTAL SOLUTIONS INC.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Stated in U.S.
Dollars)





December
      31,
                  2008
                
                
                December
      31,
                  2007
                
                
                December
      15, 1998
                  (Date
      of Inception) to
                  December
      31, 2008Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (37,958
                )
                
                $
                (145,487
                )
                
                $
                (3,820,649
                )Adjustments
      to reconcile net loss to cash
                  used
      in operating activities:Depreciation
      and amortization
                
                
                -
                
                
                
                -
                
                
                
                959,514Gain
      on settlement of debt
                
                
                -
                
                
                
                -
                
                
                
                (52,464
                )Foreign
      exchange
                
                
                -
                
                
                
                -
                
                
                
                31,893Expenses
      paid with stock
                
                
                1,500
                
                
                
                7,705
                
                
                
                164,605Disposal
      of assets
                
                
                -
                
                
                
                -
                
                
                
                87,734Consulting
      fees settled with stock
                
                
                8,250
                
                
                
                -
                
                
                
                8,250Changes
      in assets and liabilities:Accounts
      payable and accrued expense
                
                
                (2,455
                )
                
                
                18,581
                
                
                
                57,570Net
      cash used in operating activities:
                
                
                (30,663
                )
                
                
                (119,201
                )
                
                
                (2,563,547
                )Cash
      flows from investing activities:Acquisition
      of plant and equipment
                
                
                -
                
                
                
                -
                
                
                
                (608,514
                )Disposition
      of assets
                
                
                -
                
                
                
                -
                
                
                
                251,124Goodwill
      on acquisition of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                (351,000
                )Net
      cash used in investing activities:
                
                
                -
                
                
                
                -
                
                
                
                (708,390
                )Cash
      flows from financing activities:Proceeds
      from issuance of convertible notes
                
                
                -
                
                
                
                -
                
                
                
                244,255Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                967,564Additional
      paid in capital
                
                
                -
                
                
                
                69,345
                
                
                
                1,367,726Long-term
      debt
                
                
                -
                
                
                
                -
                
                
                
                408,941Debt
      repayment
                
                
                -
                
                
                
                -
                
                
                
                (408,941
                )Notes
      payable – related parties
                
                
                -
                
                
                
                -
                
                
                
                644,018Loan
      payable -  related parties
                
                
                27,947
                
                
                
                56,100
                
                
                
                53,891Net
      cash provided by financing activities:
                
                
                27,947
                
                
                
                125,445
                
                
                
                3,277,454Net
      increase (decrease) in cash
                
                
                (2,716
                )
                
                
                6,244
                
                
                
                5,517Cash
      at beginning of period
                
                
                8,233
                
                
                
                1,989
                
                
                
                -Cash
      and cash equivalents at end of period
                
                $
                5,517
                
                
                $
                8,233
                
                
                $
                5,517Supplemental
      disclosures of cash flow informationCash
      paid during the period forInterest
                
                $
                143
                
                
                $
                -
                
                
                $
                21,981Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -








SEE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





F-7




TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 
 Note
1                 Nature and Continuance of
Operations
 
 a)
              Organization
 
 The
Company was incorporated under the laws of the State of Nevada on February 19,
1986 with authorized common stock of 10,000,000 shares with par value of
$0.0025.  On April 25, 1998 the authorized common stock was increased
to 100,000,000 shares with a change in par value to $0.001 and on February 9,
1999 the Company changed its name to IVision Group Ltd.  On April 15,
1998 the Company completed a reverse common stock split of two shares of its
outstanding stock for one share and on January 8, 1999 a forward common stock
split of one share of outstanding stock for four shares.  This report
has been prepared showing after stock split shares with a par value of $0.001
from inception.  On January 27, 1999 the Company acquired all of the
outstanding stock of I Vision USA Inc. through a stock for stock exchange in
which the stockholders of I Vision USA Inc. received 8,000,000 common shares of
the Company in exchange for all of the stock of I Vision USA Inc.  I
Vision USA Inc. was organized in the state of Delaware on December 15, 1998 and
had purchased all of the outstanding stock of I Vision Integral Inc. which was
organized in Canada during March 1998.  I Vision USA Inc. and I Vision
Integral Inc. were organized for the purpose of conducting electronic commerce
on the World Wide Web.  For reporting purposes, the acquisition is
treated as an acquisition of the Company by I Vision USA Inc. (reverse
acquisition) and a recapitalization of I Vision USA Inc.   The
historical financial statements prior to January 27, 1999 are those of I Vision
USA Inc. and its subsidiary I Vision Integral Inc.  During September
1999 the Company acquired all of the outstanding stock of La Societe De
Services, Bergeron Conseils Et Realisation Inc., and Ixiem Production Inc. by
the issuance of 234,000 shares of its common stock and a promissory note of
$150,000 CDN.   This debt was settled for stock and the companies
have since been discontinued or abandoned.
 
 The
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.
  F-8
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
1                 Nature and Continuance of
Operations (Cont’d)
 
 a)
              Organization
      (cont’d)
 
 Concurrent
with the reverse split of its shares the Company changed its name to Tire
International Environmental Solutions Inc.
 
 On March
13, 2007, the Company issued a total of 4,900,000 common shares at a deemed
price of $0.001 per shares in settlement of a total of $49,000 in related party
debt.  The related party required the shares be issued to a total of
14 stockholders.
 
 On
December 7, 2007 the Company issued a total of 2,805,000 common shares at a
deemed price of $0.001 per common share in settlement of a total of $28,050 in
related party debt.   The related party required the shares be
issued to a total of 14 stockholders.
 
 During
April 2008, the Company issued an aggregate 291,000 shares of common stock
valued at $9,750 in consideration for consulting services, director’s fee and
officer’s fee.
 
 The
Company is presently seeking other acquisitions.
 
 b)
              Going
      concern
 
 As of
December 31, 2008, the Company has an accumulated deficit of $ 3,820,649 and
remains in development stage due to its lack of business operations. Those
factors could create an uncertainty about the Company’s ability to continue as a
going concern.
 
 Continuation
of the Company as a going concern is dependent upon obtaining additional capital
and ultimately upon the Company’s attaining profitable operations. The
management of the Company intends to seek additional funding which will be
utilized to fund business acquisitions and continue operations. The Company
recognizes that, if it is unable to raise additional capital it may find it
necessary to substantially reduce or cease operations.
 
 Note
2                 Summary of Significant
Accounting Policies
 
 a)
              Revenue
      Recognition
 
 Revenues
are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements."  Under SAB 101, product
revenues (or service revenues) are recognized when persuasive evidence of an
arrangement exists, delivery has occurred (or service has been performed), the
sales price is fixed and determinable and collectability is reasonably
assured.
 
 b)
              Cash
      and Cash Equivalents
 
 The
Company considers all highly liquid instruments purchased with original
maturities of less than three months to be cash equivalents.
 
 c)
              Comprehensive
      Income
 
 Since
1999, the Company adopted 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, 2008.
  F-9
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
2                 Summary of Significant
Accounting Policies(Cont’d)
 
 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.  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.
 
 e)  Depreciation
and Amortization
 
 Property
and equipment are stated at cost. Depreciation is calculated on a diminishing
balance basis over the estimated useful lives of the assets, generally five to
seven years. Trademarks and patents are depreciated on a straight-line basis
over a period of twenty years. Maintenance and repairs are charged to operations
when incurred. Betterments and renewals are capitalized.
 
 f)  Estimates
and Assumptions
 
 Management
uses estimates and assumptions in preparing financial statements in accordance
with generally accepted accounting principles. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were assumed in preparing the
financial statements.
 
 g)  Basic and
Diluted Net Income (Loss) Per Share
 
 Basic net
income (loss) per share is computed by dividing net loss available to common
stockholders by the weighted average number of shares outstanding during the
period.  Diluted net income (loss) per share is computed using the
weighted average number of common shares and common equivalent shares
outstanding during the period. Common equivalent shares consist of shares
issuable upon the exercise of stock warrants.
 
 h)  Allowance
for Doubtful Accounts
 
 The
Company provides an allowance for uncollectible accounts. The allowance is based
upon management's periodic analysis of receivables, evaluation of current
economic conditions and other pertinent factors. Ultimate losses may vary from
current estimates and, as additions to the allowance become necessary, they are
charged against earnings in the period they become known. Losses are charged and
recoveries are credited to the allowance.
 
 i)  Impairment
of Long-Lived Assets
 
 The
Company evaluates the recoverability of long-lived assets 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.
  F-10
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
2                      Summary of Significant
Accounting Policies(Cont’d)
 
 j)  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 communication advertising in the   period in which the
advertising   space or airtime is used.  There were no
advertising costs for the periods ended December 31, 2008 and December 31,
2007.
 
 k)  Concentration
of Credit Risk
 
 Financial
instruments that potentially subject the Company to significant concentration of
credit risk consist primarily of cash and accounts receivable. Cash is deposited
with high credit, quality financial institutions.  Accounts receivable
are typically unsecured and are derived from revenues earned from customers
located throughout the United States. The Company performs ongoing credit
evaluations of its customers and maintains reserves for potential credit losses;
historically, such losses have been within management's
expectations.
 
 l)  Fair
Value of Financial Instruments
 
 The
Company's financial instruments, including cash, accounts receivable, accounts
payable, notes payable and long-term obligations are carried at cost, which
approximates their fair value because of the short-term maturity of these
instruments.
 
 m)  Goodwill
 
 Goodwill
resulting from acquisition of subsidiaries was being amortized on straight-line
basis over the estimated life of the benefit of five years.  During
2001, goodwill of $268,726 related to the inactive subsidiaries was charged to
operations.
 
 Note
3                      New Accounting
Standards
 
 Recently
Issued Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any non-controlling interest
in the acquiree at the acquisition date, at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the non-controlling interest in the acquiree, be recognized at the full amounts
of their fair values.
 
 In
December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51.
The objective of this statement is to improve the relevance, comparability, and
transparency of the financial statements by establishing accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The Company believes that this statement will
not have any impact on its financial statements, unless it deconsolidates a
subsidiary.
 
  F-11
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
3                      New Accounting Standards(continued)
 
 In March
2008, FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES (an amendment to SFAS No. 133). This statement is effective
for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008 and requires enhanced disclosures with respect to
derivative and hedging activities. The Company will comply with the disclosure
requirements of this statement if it utilizes derivative instruments or engages
in hedging activities upon its effectiveness.
 
 In
April 2008, the FASB issued FASB Staff Position No. 142-3,
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to
improve the consistency between the useful life of a recognized intangible asset
(under SFAS No. 142) and the period of expected cash flows used to measure
the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or
extension assumptions that are used to estimate an intangible asset’s useful
life under SFAS No. 142. The guidance in the new staff position is to be
applied prospectively to intangible assets acquired after December 31,
2008. In addition, FSP No. 142-3 increases the disclosure requirements
related to renewal or extension assumptions. The Company does not believe
implementation of FSP No. 142-3 will have a material impact on its financial
statements.
 
 In May
2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.  This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”
 
 In May
2008, the FASB issued SFAS No. 163,ACCOUNTING FOR FINANCE
GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation.  This
Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008.
 
 In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task
Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No.
03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Company’s financial
statements.
 
 In
November 2008, the Emerging Issues Task Force (“EITF”) issued Issue
No. 08-7, Accounting for
Defensive Intangible Assets(“EITF 08-7”). EITF 08-7 applies to all
acquired intangible assets in which the acquirer does not intend to actively use
the asset but intends to hold (lock up) the asset to prevent its competitors
from obtaining access to the asset (a defensive asset), assets that the acquirer
will never actually use, as well as assets that will be used by the acquirer
during a transition period when the intention of the acquirer is to discontinue
the use of those assets. EITF 08-7 is effective as of January 1, 2009. The
Company does not expect the adoption of EITF 08-7 to have a material impact on
its financial statements.
  F-12
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
3                      New Accounting Standards(continued)
 
 None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company's future financial reporting.
 
 Note
4         
Use of Estimates in
the preparation of the financial statements
 
 The
preparation of the Company's consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in these financial
statements and accompanying notes. Actual results could differ from those
estimates.
 
 Note
5  Related PartyTransactions
 
 During
the fiscal year ending December 31, 2008, Mr. Care, an officer and Director of
the Company, made loans or incurred expenses in the amount of $27,947and has
outstanding loans with the Company in the amount of $409,047 as of December
31, 2008 and  $381,100 as of December 31, 2007.
 
 On April
25, 2008 the Company issued a total of 100,000 shares to Jacqueline Danforth, an
officer and director of the Company as to 50,000 shares for officer’s fees and
50,000 shares for director’s fees for fiscal 2008.
 
 On April
25, 2008 the Company issued a total of 50,000 shares as director’s fees for
fiscal 2008 to John Demoleas.
 
 Note
6          
Common
Stock
 
 The
Company is authorized to issue 100,000,000 shares of $.001 par value common
stock.   On February 8, 2007, the Company effected a 100 for 1
reverse stock split.  All share and per share amounts have been
restated to reflect the split as if it had occurred at the beginning of the
earliest period presented.  As of December 31, 2008 and 2007, the
Company had 8,930,185 and 8,639,185 shares of common stock outstanding,
respectively.
 
 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.
 
 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 for fiscal 2008.
 
  F-13
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 Note
7          
Income
Taxes
 
 The
components of the provision for income taxes at December 31, 2007 are as
follows:
 
 Current  -
      Federal
                  $
                  0Deferred
      – Federal
                  $
                  0Income
      tax provisions
                  $
                  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
                  $
                  (12,900
                  )Use
      of loss carryforwards
                  $
                  0Change
      in valuation allowance
                  $
                  12,900Effective
      tax
                  $
                  0
 
 Deferred
tax assets (liabilities) consisted of the following at December 31,
2008
 
 Deferred
tax assets
 Net
      operating loss Carryforwards
                              $
                              193,900Deferred
      tax liability
                              $
                              0Valuation
      allowance
                              $
                              (193,900
                              )$
                              0
 
 At
December 31, 2008, the Company has net operating loss (NOL) carryforwards
totaling approximately $570,400. 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, 2008 was $12,900 and $49,500 for the year ended December 31,
2007.  The figures for 2008 and 2007 reflect those of the Company
only, as all subsidiaries are now gone.
 
 The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  As a result of the
implementation of Interpretation 48, the Company recognized approximately no
increase in the liability for unrecognized tax benefits.
 
 The
Company has no tax positions at December 31, 2007 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.
 
 The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the
years ended December 31, 2007 and 2008, the Company recognized no interest and
penalties.  The Company had no accruals for interest and penalties at
December 31, 2007 and 2008.
  F-14
  TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December
31, 2008
 (Stated in U.S.
Dollars)
 
 
 Note
8         
Income (Loss) Per
Share
 
 Following
is a reconciliation of the numerators of the basic and diluted income (loss) per
share for the years ended December 31, 2008 and 2007:
 
 2008
                
                
                2007Net
      income (loss) available to
                  common
      stockholders
                
                $
                (37,958
                )
                
                $
                (145,487
                )Weighted
      average shares:
                  Outstanding
      all year
                
                
                8,850,070
                
                
                
                5,502,048Basic
      income (loss) per share
                  (based
      on weighted average shares)
                
                $
                (0.00
                )
                
                $
                (0.03
                )


F-15





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





We maintain disclosure controls and procedures
that are designed to ensure that information
required to be disclosedin our Exchange
Act reports is recorded, processed, summarized and reported withinthetime 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.





Changes
in Internal Control Over Financial Reporting





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, 2008.





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
9B.                     OTHER
INFORMATION





There are
no items requiring disclosure hereunder.





13








PART
III







ITEM
10.                      DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





The
following table sets forth certain information, as of December 31, 2008, with
respect to our directors and executive officers.





NAME
                            AGE
                            POSITIONAntonio
      Care
                            39
                            President
      and DirectorJacqueline
      Danforth
                            37
                            Secretary,
      Treasurer, and DirectorJohn
      Demoleas
                            50
                            Director





The
Company’s directors are elected by the holders of the Company’s common stock.
Cumulative voting for directors is not permitted. The term of office of
directors of the Company ends at the next annual meeting of the Company’s
stockholders or when their successors are elected and qualified. The term of
office of each officer of the Company ends at the next annual meeting of our
Board of Directors, expected to take place immediately after the next annual
meeting of stockholders, or when his successor is elected and qualifies. Except
as otherwise indicated below, no organization by which any officer or director
previously has been employed is an affiliate, parent, or subsidiary of the
Company.





ANTONIO CARE –Mr. Care was
elected to our Board of Directors and was appointed President and Chief
Executive Officer on March 25, 2008.  Mr. Care has over 18 years of
experience in the field of Finance, import/export, business and market
development, business planning and product line management.  Mr. Care
has held executive management positions at Uniglobe Investment Inc. and Tire
International Environmental Solutions Inc.  His experience and
leadership were focused on assessing new opportunities, recruiting reputable
management teams, launching new products and developing new markets within
different industries such as the medical, the pharmaceutical and the rubber
recycling industry.





From
October 2005 to the present, Mr. Care was employed by Tire International
Environmental Solutions Inc. as a consultant dealing with business acquisitions
and financing.  From March 2001 to October 2005, Mr. Care founded Care
Importing Inc.  He served on the Board of Directors and was the
President and Chief Executive Officer.





Mr. Care
is not a director or officer of any other reporting companies.





JACQUELINE DANFORTH- Ms.
Danforth was elected to our Board of Directors and appointed Secretary,
Treasurer and Chief Financial Officer of the Company on March 25,
2008.   Ms. Danforth has been a member of the Board of Directors
and the President of FACT Corporation since August 7, 2001. Ms. Danforth has
been a director and Secretary of Food and Culinary Technology Group Inc., a
wholly-owned subsidiary of FACT Corporation since November 7, 2001, and
President since July 22, 2002.  Ms. Danforth was also named President,
Secretary-Treasurer and appointed to the Board of Directors of FACT Products
Inc. on November 5, 2001, and has been President and a director of Wall Street
Investment Corp since its re-instatement November 15, 2001.  Ms.
Danforth became the President, Secretary and Treasurer, as well as a director of
Wall Street Real Estate Ltd. upon its incorporation on July 23,
2002.  FACT Products, Wall Street Real Estate and Wall Street
Investment Corp are all wholly-owned subsidiaries of FACT Corp. Ms. Danforth is
also Chief Financial Officer and a Director of VioSolar Inc., a foreign issuer
reporting to the SEC and is the Chief Financial Officer of Cascade Technologies
Inc., a reporting issuer with the SEC and Solar Systems Ltd., an issuer that has
filed a registration statement with the SEC to become a reporting issuer. Over
the past ten years, Ms. Danforth has worked for both private and publicly traded
companies, providing management and direction. She has extensive experience in
start- up operations, and her range of experience with publicly traded
corporations listed on both Canadian and US exchanges includes all aspects of
public reporting, corporate finance and shareholder communications. She has
worked in a broad range of industry sectors including natural resources and
technology. Ms. Danforth continues to provide consulting services to other
private and public corporations on a limited basis, and sits as a director on
several private boards. She is the President and sole director of Argonaut
Management Group, Inc., her private consulting company.





14




JOHN DEMOLEAS –Mr. Demoleas
was elected to our Board of Directors on March 25, 2008. From 2006 to the
present, Mr. Demoleas is employed as the Executive Director at Staten Island
University Hospital Foundation, Vice-President of Development and Community
Relations, at Staten Island University Hospital, in the State of New
York.  Mr. Demoleas established the hospital foundation and currently
oversees a $30,000,000 capital campaign to build and equip a new Level 1
Emergency and Trauma Center at the Staten Island University
Hospital.  In addition, Mr. Demoleas oversees all government relations
activities including appropriation and grant requests to city, state and federal
sources as well as cultivate and maintain relationships with elected officials
on behalf of the organization.





From May
2003 to January 2006, Mr. Demoleas was employed as the Executive Vice-President
at Hunterdon Medical Center Foundation in Flemington, New Jersey.  Mr.
Demoleas was responsible for the overall direction of the Foundation, government
relations, volunteers as well as marketing and public
relations.  During this time, Mr. Demoleas successfully completed the
largest capital campaign in the institution’s history, a $7,000,000 campaign to
build a new emergency room and intensive care unit.





From
September 2000 to April 2003, Mr. Demoleas was employed as Vice-President for
Development at the Children’s Hospital of New Jersey in Newark, New
Jersey.  His responsibilities included recruiting to initiate and
implement a comprehensive development program for the Children’s Hospital of New
Jersey.  He formulated the strategic initiatives for the first major
capital fund raising campaign for the Children’s Hospital as part of Newark Beth
Israel Medical Center’s campaign with a combined goal of $15,000,000 for
programs and equipment.  The campaign was a component of the
$100,000,000 capital campaign for the Saint Barnabas Health Care
System.





In 1984,
Mr. Demoleas graduated from the Columbia University, School of Public Health,
New York, New York, and earned a Master of Public Health degree.





In 1980,
Mr. Demoleas graduated from Fordham University, Bronx, New York with a Bachelor
of Arts degree in History and Classics.





The
Company does not have any employees at this time.   During fiscal
2008, the Company retained the services of Mr. Antonio Care as consultant to
source business opportunities for the Company.  Mr. Care was appointed
President of the Company on March 25, 2008.  He does not currently
have an employment contract with the Company and is currently not receiving
remuneration in his role as consultant or as an officer or
director.





There are
no family relationships among directors, executive officers, or persons
nominated or chosen by the Company to become directors or executive
officers.





None of
our executive officers or directors have been involved in any bankruptcy
proceedings within the last five years, been convicted in or has pending any
criminal proceeding, been subject to any order, judgment or decree enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity or been found to have violated any federal, state
or provincial securities or commodities laws.





Compliance
with Section 16(A) of the Exchange Act





Based on
a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant
during its most recent fiscal year, the following represents each person who did
not file on a timely basis reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year:





15








Name
            Reporting
      Person
            Form
      3/# of transactions
            Form
      4/# of transactions
            Form
      5/# of transactionsJacqueline
      Danforth
            Director
      & CFO
            Late/1
            N/A
            N/AJohn
      Demoleas
            Director
            Late/1
            N/A
            N/A





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.





Corporate
Governance





There
have been no material changes to the procedures by which security holders may
recommend nominees to the  Company’s board of directors.





The Board
of Directors presently does not have an audit committee. Since there is only one
independent member 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
11.                      EXECUTIVE
COMPENSATION.





The following table sets forth information for the individuals who
served as the senior executive officers of the Company during any portion of the
last two fiscal years.





SUMMARY
COMPENSATION TABLE


Name
      and
                Principal
      Position
              Fiscal
      year
                Ended
                December
      31,
              Salary
                ($)
              Bonus
                ($)
              Stock
      Awards
                ($)
              Option
                Awards
                ($)
              Non-Equity
      Incentive Plan Compensation
                ($)
              Nonqualified
      Deferred
                Compensation
                ($)
              All
      Other Compensation
                ($)
              Total
                ($)Antonio
      Care
                President
      & PEO
              2008
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-Jacqueline
      Danforth
                PFO
      & Secretary
              2008
              -0-
              -0-
              500
              -0-
              -0-
              -0-
              -0-
              -500-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-





Jacqueline
Danforth received a total of 50,000 shares at a deemed price of $0.01 per share
for her services as Chief Financial Officer during fiscal 2008.





16





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





Option
      Awards
                  Stock
      AwardsName
                  Number
      of
                    Securities
                    Underlying
                    Unexercised
                    Options
                    (#)
                    Exercisable
                  Number
      of
                    Securities
                    Underlying
                    Unexercised
                    Options
                    (#)
                    Unexercisable
                  Equity
                    Incentive
                    Plan
                    Awards:
                    Number
      of
                    Securities
                    Underlying
                    Unexercised
                    Unearned
      Options
                    (#)
                  Option
                    Exercise
      Price
                    ($)
                  Option
                    Expiration
                    Date
                  Number
      of Shares
                    or
      Units
                    of
      Stock
                    That
      Have Not Vested
                    (#)
                  Market
                    Value
      of
                    Shares
      or
                    Units
      of
                    Stock
                    That
      Have Not
                    Vested
                    ($)
                  Equity
                    Incentive
                    Plan
                    Awards:
                    Number
      of
                    Unearned
                    Shares,
                    Units
      or Other
                    Rights
                    That
      Have Not
                    Vested
                    (#)
                  Equity
      Incentive
                    Plan
                    Awards:
                    Market
      or
                    Payout
                    Value
      of
                    Unearned
                    Shares,
                    Units
      or
                    Other
                    Rights
                    That
      Have
                    Not
                    Vested
                    ($)Jacqueline
      Danforth, PFO
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-Antonio
      Care
                    PEO
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-
                  -0-





There
were no stock options granted during the fiscal year ended December 31,
2008.  The Company presently has no stock option or stock award
plans.








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
                  ($)Antonio
      Care
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-Jacqueline
      Danforth
                -0-
                500
                -0-
                -0-
                -0-
                -0-
                500John
      Demoleas
                -0-
                500
                -0-
                -0-
                -0-
                -0-
                500





The
Company has made no contractual arrangements for the remuneration of its
directors, except that they will be entitled to receive reimbursement for
actual, demonstrable out-of-pocket expenses, including travel expenses, if any,
made on the Company’s behalf.   During fiscal 2008, Ms. Danforth
and Mr. Demoleas received 50,000 shares each at a deemed price of $0.01 per
share as consideration for their service as directors of the Company during
fiscal 2008.





17





ITEM
      12.
            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,
2008 in regard to any securities authorized for issuance under equity
compensation plans.





Equity
      Compensation Plan InformationPlan
      category
                  Number
      of  securities to
                    be
      issued upon exercise of outstanding options, warrants and
      rights
                    (a)
                  Weighted-average
                    exercise
      price of
                    outstanding
      options,
                    warrants
      and rights
                    (b)
                  Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a)
                    (c)Equity
      compensation plans
                    approved
      by security holders
                  -0-
                  -0-
                  -0-Equity
      compensation plans
                    not
      approved by security holders
                  -0-
                  -0-
                  -0-





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, 2009, with respect to
the beneficial ownership of the Company’s common stock by each person known by
the Company to be the beneficial owner of more than 5% of the outstanding common
stock.  Information is also provided regarding beneficial ownership of
common stock if all outstanding options, warrants, rights and conversion
privileges (to which the applicable 5% stockholders have the right to exercise
in the next 60 days) are exercised and additional shares of common stock are
issued.





TITLE
      OFCLASS
                NAME
      AND ADDRESS OF BENEFICIAL OWNER
                AMOUNT
      AND NATURE OF BENEFICIAL OWNER
                PERCENT
      OFCLASS(1)Common
                Bello
      Investments Ltd.
                  P.O.
      Box 7768 Banklane
                  Nassau,
      Bahamas
                570,000
      common shares held directly
                6.4%Common
                Bic
      International Ltd.
                  Cor
      12 Bayment Ave & Calle Al Mar, Belize City, Belize
                525,000
      common shares held directly
                5.9%Common
                Maria
      Stella Care(2)
                  6349
      Chartrand Street
                  Montreal,
      North Quebec
                550,000
      common shares held directly
                6.2%Common
                Bruna
      Care(2)
                  6349
      Chartrand Street
                  Montreal,
      North Quebec
                550,000
      common shares held directly
                6.2%Common
                Cosimo
      Care(2)
                  6349
      Chartrand Street
                  Montreal,
      North Quebec
                550,000
      common shares held directly
                6.2%Common
                Crisis
      Management Inc.
                  Cor
      12 Bayment Ave & Calle Al Mar, Belize City, Belize
                550,000
      common shares held directly
                6.2%





18








TITLE
      OFCLASS
                  NAME
      AND ADDRESS OF BENEFICIAL OWNER
                  AMOUNT
      AND NATURE OF BENEFICIAL OWNER
                  PERCENT
      OFCLASS(1)Common
                  Harmony
      International Ltd.
                    P.O.
      Box 7768 Banklane
                    Nassau,
      Bahamas
                  570,000
      common shares held directly
                  6.4%Common
                  Pina
      Dicesare
                    3886
      Avenue des Generaux
                    Laval,
      Quebec H7E 5K7
                  1,000,000
      common shares held directly
                  11.2%


(1) Based
on 8,930,185 shares of common stock issued and outstanding.


(2) Maria
Stella Care, Bruna Care and Cosimo Care, stockholders 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 10, 2009, 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(1)Common
                  Antonio
      Care
                  500,000
      held directly
                  5.6%Common
                  Jacqueline
      Danforth
                  100,000
      held directly
                  1.1%Common
                  John
      Demoleas
                  50,000
      held directly
                  0.6%Common
                  All
      Officers and Directors as a group
                  650,000
      Common shares
                  7.3%


(1) Based
on 8,930,185 shares of common stock issued and outstanding.





CHANGES
IN CONTROL





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





ITEM
13.                     CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.





Transactions with Related Persons





During
the fiscal year ending December 31, 2008, Mr. Care, an officer and director of
the Company made loans or incurred expenses in the amount of $27,947 and has
outstanding loans with the Company in the amount of $409,047 as of December 31,
2008.





During
the fiscal year ending December 31, 2008, the Company issued 50,000 shares and
100,000 shares to John Demoleas and Jacqueline Danforth,
respectively.





Promoters
and Certain Control Persons





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.








19





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, 2008 and December 31, 2007:




Services
                
                2008
                
                
                2007Audit
      fees
                
                $
                11,500
                
                
                $
                11,500Audit
      related fees
                
                $
                0
                
                
                $
                0Tax
      fees
                
                $
                750
                
                
                $
                750Total
      fees
                
                $
                12,250
                
                
                $
                12,250




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.







PART
IV





ITEM
15.                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)   1.  Financial
Statements.   See Item 8. Index to Financial
Statements.





2.  Financial Statement
Schedules.   Not Applicable





3.  Exhibits




REGULATION
      S-K NUMBER
                EXHIBIT
                REFERENCE3.1
                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, 19993.1.2
                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, 20033.1.3
                Certificate
      of Amendment to 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
      April 15, 2008





20








3.1.4
              Certificate
      of Change
              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
      April 15, 20083.2
              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, 19993.2.1
              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,
      200710.1
              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,
      200622.1
              Notice
      of Proposal for reverse split and name change
              Incorporated
      by reference to our Schedule 14C filed on January 19, 200722.2
              Notice
      of Annual Meeting of Stockholders
              Incorporated
      by reference to our Schedule 14C filed on January 26, 200731.1
              Section
      302 Certification - Principal Executive Officer
              Filed
      herewith31.2
              Section
      302 Certification - Principal Financial Officer
              Filed
      herewith32.1
              Certification
      Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
              Filed
      herewith32.2
              Certification
      Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002
              Filed
      herewith





21





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 and Member of the Board of Directors


Date:   April
9, 2009





By:    /s/ Jacqueline
Danforth


Name:
Jacqueline Danforth


Title:   Principal
Financial Officer, Secretary, Treasurer and Member of the Board of
Directors


Date:   April
9, 2009




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 and Member of the Board of Directors


Date:   April
9, 2009





By:    /s/ Jacqueline
Danforth


Name:
Jacqueline Danforth


Title:   Principal
Financial Officer, Secretary, Treasurer and Member of the Board of
Directors


Date:   April
9, 2009





By:     ­­­/s/ John
Demoleas


Name:  John
Demoleas


Title:   Member
of the Board of Directors


Date:   April
9, 2009





22