UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No.1)
(Mark One)
[X] Annual report
under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended June 30, 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 33-17598-NY
The Tirex Corporation
(Name of Small Business
Issuer in Its Charter)
| Delaware
|
22-3282985 |
(State or Other
Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
| |
|
| P.O. Box
1000 |
06614 |
| Stratford,
CT |
(Zip
Code) |
| (Address of Principal
Executive Offices) |
|
| |
|
(203)
522-3247
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the
Exchange Act:
|
| |
|
| |
Name of Each
Exchange |
Title of Each Class
------------------- |
on Which
Registered
--------------------- |
| NONE |
NONE |
Securities registered under Section 12(g) of the Exchange Act:
NONE
Check whether the issuer: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B contained in this
form, and if no disclosure will be contained, to the best of the
Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
$nil
-------
(Issuer's revenues for its most recent fiscal year)
$zero (as of June 30, 2008)
--------
(Aggregate market value of the voting stock held by non-affiliates
of the Issuer)
607,920,803 (as of October 2, 2008)
-----------
(Number of shares outstanding of each of the Issuer's classes of
common stock)
Transitional Small Business Disclosure Format (check
one)
Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
into Part I
The primary purpose of this amended Report 10-K
is to replace the unaudited financial statements included with the
original filings with audited financial statements, these
statements having been audited by Moore & Associates. There
have been no other material changes.
Annual Report of the Company on Form 10-KSB for the
year ended June 30, 2007
Quarterly Reports of the Company on Form 10-QSB
for the quarters ended September 30, 2007, December 31, 2007,
and March 31, 2008
Current Reports on Forms 8-K of the Company
ITEM 1.
DESCRIPTION OF BUSINESS
The Company
The Tirex Corporation (hereinafter referred to as
"we", "us" or the "Company") is engaged in the business of
developing for sale, license or lease an environmentally safe
patented "turn key" cryogenic tire recycling system, known as the
"TCS System" The TCS System was designed and developed by Tirex and
separates tires into clean and saleable rubber crumb, steel wire,
and fiber. The Company was incorporated in Delaware on August 19,
1987 under the name "Concord Enterprises, Inc." The Company's name
was changed to "Stopwatch Inc." on June 20, 1989 and to "Tirex
America Inc." on March 10, 1993. On July 11, 1997, the Company's
name was changed to "The Tirex Corporation". Since 1993, our core
business has been to develop and to initiate marketing efforts by
sale or license of an environmentally friendly semi- cryogenic tire
recycling system, which we intend to sell to recycling companies
and governmental agencies to enable them to recycle tires. We have
devoted much of our earlier efforts to completing the design and
development of the TCS Prototype and raising the financing required
to do so, but for the last four years, our efforts have turned to
marketing the first commercial facility. The Company is in
the developmental stage until it commercializes its TCS
Technology.
The TCS-System
Our TCS-System comprises a complete, turn-key,
environmentally safe, semi-cryogenic tire recycling system designed
to: (i) disintegrate scrap tires with its patented ‘fracturing
mill’ integrated with its proprietary rubber freezing process which
uses less energy than is required by existing ambient methods
(which shred and/or chop tires at "ambient" or normal room
temperatures) or other currently available cryogenic methods
(which freezes the rubber with the use of liquid nitrogen), and
(ii) produce commercially exploitable, high quality, clean rubber
crumb and marketable, intact steel and fiber strands.
As noted above, the TCS System is a semi-cryogenic
system, in that the precise scientific definition of cryogenics
involves temperatures much colder than what is required to freeze
tire pieces to the point where they can be disintegrated
mechanically. Liquid nitrogen systems are truly cryogenic in
that the temperature of liquid nitrogen qualifies for the truly
cryogenic definition. The operating cost of truly cryogenic
systems is significantly higher than that of a semi-cryogenic
system because the incremental cost of attaining cryogenic
temperatures, which are not necessary, imposes a substantial “cost
of cold” premium to the process of tire chip freezing.
At issue is that the cost of attaining each additional
degree of cold costs a little more than the previous degree.
While not an exponential relationship, neither is it a linear
relationship. The semi-cryogenic process avoids the cost of
acquiring these additional and unnecessary degrees of cold.
The freezing chamber of the TCS Prototype,
previously located in Montreal, was a large tank through which the
tire chips were circulated having temperatures of approximately 170
degrees below zero, Fahrenheit. The first commercial version of the
TCS has been re-designed to run approximately 20 degrees colder to
ensure that no pieces of rubber can warm up from the "glass point"
before being entirely processed by our patented fracturing mill.
Frozen tire parts are passed through a fracturing mill that
separates the component parts of all tires, including rubber
powder, clean steel wire and twine. The mesh is then physically
separated from the metal and twine and is finally subjected to
other steps to achieve the desired mesh size. The
configuration of the back end of the system can be modified, as
required, to produce proportions of mesh sizes appropriate to local
crumb rubber customers, such as 100% -30 mesh or even finer.
The functions and mechanisms of the TCS-System were
originally designed for the purpose of disintegrating automobile
tires, although relatively minor modifications could be introduced
to accept other kinds of tires as well. Such modifications would
focus on the front-end tire chip operation which is not part of the
Tirex technology and which is widely available.
The TCS System has been designed to operate
continuously (with minimum amounts of scheduled downtime for
maintenance) and to require less energy than is used, to the best
of the Company's knowledge, by other presently existing tire
recycling equipment.
Step-by-Step Operations
The step-by step operations of the TCS-System
comprise the following:
Tire Feedstock Preparation
The TCS System is not designed to accept whole
tires; whole tires must undergo preliminary preparation to produce
pieces of tire having dimensions which permit their introduction
into the patented fracturing mill. Feedstock preparation can be
accomplished in a number of ways including chipping, shredding and
removal of sidewalls followed by die cutting. None of these
techniques form part of the TCS System technology and the technique
ultimately chosen by the tire recycling entrepreneur will revolve
around issues of capital and operating costs as well as possible
issues of transportation costs respecting whole tires.
Freezing the Tire Pieces
The prepared tire pieces are deposited on a
conveyor belt that brings a continuous stream of tire pieces to a
freezing chamber. Super cooled air, produced on-site by an Air
Plant, is continuously blown into the freezing chamber, and this
cold air freezes the tire pieces moving through the chamber to the
point where these pieces can be made to shatter like glass when
subjected to forces such as pressure and bending. After
approximately thirty minutes in the Freezing Chamber the frozen
pieces exit the Freezing Chamber and enter our patented
disintegrators ("Fracturing Mills").
Size Reduction and Materials Separation in
the Fracturing Mill
The frozen tire pieces pass through our patented
disintegrators ("Fracturing Mills") where the pieces are reduced to
three separate output materials, these being rubber crumb of
varying degrees of fineness, intact pieces of steel and intact
pieces of fiber. This operation does not involve any chopping,
shredding, or hammer-milling. Therefore, the steel wires are
neither cut nor broken. The fiber threads retain their basic shapes
and characteristics. No steel powder or fiber fluff is
produced.
Separation of the Steel from the rubber and
fiber
On the front end steel beads can be removed and,
with raspers, steel can be removed, before entering the freezing
chamber and upon completion of the freezing process the pieces
enter the Fracturing Mill which separates the steel from the rubber
and fiber and the output is conveyed to a magnetic separation
system where the intact steel wires are magnetically removed,
leaving the rubber crumb and the fiber. The steel can then be baled
for sale.
Fiber Removal
The fiber and rubber crumb is then passed through
vibrating screens to separate the crumb from the fiber threads. The
fiber threads are then conveyed out of the machine. The fiber can
then be baled or put into a container for sale.
Rubber Crumb Finishing
Rubber crumb finishing operations are dictated by
the output requirements of the entrepreneur and his or her
customers. The basic TCS System has been configured to produce
rubber crumb in mesh sizes ranging from -10 mesh to -30 mesh at the
option of the entrepreneur (limited quantities of even finer mesh
rubber are also produced), and in such proportions of mesh sizes as
the entrepreneur decides, according to his market requirements.
Back-end configuration modifications can be added to increase
the proportion of finer mesh crumb rubber, even beyond –30 mesh.
This reconfiguration could imply the addition of auxiliary
processing equipment which does not form part of the TCS System
technology.
It is possible that some very small pieces of steel
and fiber can be trapped in the larger pieces of rubber coming out
of the Fracturing Mill. These small amounts of steel and
fiber are released during auxiliary processing and can be separated
during the auxiliary processing operation, magnetically for the
steel and by an air separation system for the residual fiber.
Alternatively, these larger pieces could be drawn off and refrozen
and re-introduced into the fracturing mills. The rubber crumb
is then passed through a series of screens to sort the rubber crumb
by mesh size, which is thence packaged for customer
requirements.
Manufacturing
Our earlier activities focused primarily on the
design and development of the original TCS Prototype, and, more
recently, on the completion of the design of a second generation
version of this technology. In connection with these activities, we
have been dependent upon arrangements with subcontractors for the
manufacture and assembly of the principal components incorporated
into a TCS System Plant. Pursuant to our signing of the exclusive
manufacturing license agreement with Simpro, S.p.A. all
manufacturing activities of our company will now be undertaken by
this Italian company. In the seemingly unlikely scenario
where Simpro would refuse a contract which we believe should be
accepted, we would have the right to go to alternate sources to
have such systems manufactured and installed.
We have licensed the manufacturing respecting our
technology to our Manufacturing Partner, Simpro S.p.A. of Turin,
Italy. Simpro is a designer and manufacturer of
high-technology production systems, primarily for the automobile
industry, and is active internationally. Simpro has its ISO
9001, ISO 14001 and EMAS certifications. We have agreed to
this manufacturing partner arrangement because Simpro is in a
position to offer insurance-backed contract performance guarantees
and also to guarantee a minimum tire weight throughput on TCS
systems fabricated, installed and commissioned as a turn key TCS
Facility.
The Tirex R&D License
Tirex R&D held an exclusive, ten year license
from the Company, which expired on July 2, 2005. This license,
which was modified in June of 2002, permitted Tirex R&D to
design, develop, and manufacture the TCS-Systems on a worldwide
basis (the "Primary License"). To the extent necessary to
ensure that
Tirex R&D's operations were focused on pure
research and development activities, Tirex R&D was able to
sublicense the Primary License to TCCI or such other corporate
entity as would be deemed appropriate and beneficial. With the
expiry of the license and the government’s dissolution of Tirex
Canada R&D Inc., and TCCI, unrestricted ownership of the
intellectual property related to the TCS Technology reverted to The
Tirex Corporation.
Canadian Government and Government Sponsored
Financial Assistance
Our May 1995 transfer of our research and
development and manufacturing activities to Tirex R&D (then
referred to as "Tirex Canada") made us eligible for various
Canadian and Quebec government programs which provide loans,
grants, and tax incentives, as well as government guarantees for
loans from private lending institutions, for eligible investment,
research and development, and employee-training activities.
Tax Incentives
Canadian and Quebec scientific research and
experimental development (SR&ED) tax incentives take the form
of deductions and tax credits with respect to eligible research and
development expenditures previously incurred by Tirex R&D.
Certain tax credits are called "refundable" because, to the extent
that the amount of the tax credit exceeds the taxes otherwise
payable, they are paid over or "refunded" to the taxpayer. Thus,
these credits function effectively as monetary grants.
Our company has received all of the tax credits to
which we were entitled. The Company has not produced any tax
credit claims following its Fiscal 2002 year. In the event
that the Company would envision restarting its R&D efforts, it
would either re-activate Tirex Canada R&D Inc. or create a new
Canadian subsidiary eligible for such tax credits.
Canadian Government, and Government Sponsored
Loans and Grants
We have in the past also received financial
assistance by way of loans and grants from Canadian and Quebec
governmental agencies for the design and development of the TCS-1
Plant and for export market development. All of the activities for
which these loans were approved have been completed and we received
the funds approved. Approximately 80% of the loans previously
received were repaid. Of the remaining approximately CA$148,000
could be forgiven if the Company did not realize any sales in Spain
and Portugal prior to June 30, 2004 and a further approximately
US$14,000 could also be forgiven because there were no sales in
Spain and / or Portugal prior to June 30, 2007. The
government contested one claim in the amount of CA$95,000 on the
assertion that the transaction was not at arm’s length. We
are disputing this assertion. Significantly prior to the
contract in question, the person in question had an indirect but
non-exclusive relationship with the company but this relationship
was terminated long before the issuance of the contract in
question. We are vigorously contending the government’s
assertion but cannot provide any guarantees that the government
could be persuaded to accept our position. With the de
facto dissolution (by the government) of the Canadian operations
five years ago, this liability is uncertain. In the event
that the Canadian government would decide to attempt to enforce
this liability against the directors of Tirex Canada R&D Inc.,
the Corporation would indemnify the directors in accordance with
the provisions of their employment agreements.
Patent Protection
We were issued a United States patent on our
Cryogenic Tire Disintegration Process and Apparatus on April 7,
1998 (Patent No. 5,735,471). The duration of the patent is 20
years from the date the original application was filed.
In November 1998, we filed our patent, for
review, with the Canadian Patent Office. Canadian patent number
2193334 was granted on August 17, 2004. Canadian patents have
a duration of seventeen (17) years. All patent maintenance
fees have been paid. Prior to the issuance of our US patent,
we relied solely on trade secrets, proprietary know-how and
technological innovation to develop our technology and the designs
and specifications for the TCS Prototype. The Company’s patents are
free of liens. We do not presently hold any patents for our
products or systems outside of the United States and Canada.
We have lacked the financial resources to apply for a process
patent on an international basis, but the Company intends to file
for additional patent protection, in accordance with our Agreement
with Simpro S.p.A. of Turin, Italy, once sufficient financial
resources will become available.
We have entered into confidentiality and invention
assignment agreements with certain employees and consultants, which
limit access to, and disclosure or use of, our technology. There
can be no assurance, however, that the steps we have taken to deter
misappropriation of our intellectual property or third party
development of our technology and/or processes will be adequate,
that others will not independently develop similar technologies
and/or processes or that secrecy will not be breached. In addition,
although Management believes that our technology has been
independently developed and does not infringe on the proprietary
rights of others, there can be no assurance that our technology
does not and will not so infringe or that third parties will not
assert infringement claims against us in the future. Management
believes that the steps they have taken to date will provide some
degree of protection, however, no assurance can be given that this
will be the case.
Employees
As of October 2008, we have four persons employed
either directly or as consultants including its three executive
officers. Three of the foregoing persons devote their full time to
our business and affairs, as required. At times, we also
utilize the services of part-time consultants to assist us with
market research and development and other matters. We could
hire additional personnel, as needed, and as financial resources
permit.
Potential Markets
We believe that the potential markets for our TCS
System will be directly affected by the level of demand for
economical, high quality rubber crumb derived from the recycling of
scrap tires. The following discussion of the potential markets for
rubber crumb assumes that the TCS System will actually be capable
of economically producing high quality recycled rubber crumb and in
a variety of sizes, and capable of being used in wide range of
products. Our manufacturing partner, Simpro, is prepared to
offer tire throughput guarantees as a function of scrap tire
weight. Simpro is also prepared to offer limited performance
guarantees, backed by insurance policies.
Sales of TCS systems have been hampered by the
devaluation of the US dollar versus the Euro. Our
manufacturing partner, Simpro, quotes system installations in
Euros. When the manufacturing agreement was signed with
Simpro, the US dollar and the Euro were fairly close to being at
par with each other. As of October 2008, one Euro is worth
approximately US$1.38. This represents a large price increase
for entrepreneurs.
|
|
1 US dollar is worth in Euros
|
1 Euro is worth in US dollars
|
|
January 2003
|
0.9413 Euros
|
US$1.0624
|
|
January 2004
|
0.7908 Euros
|
US$1.2645
|
|
January 2005
|
0.7634 Euros
|
US$1.3099
|
|
January 2006
|
0.8247 Euros
|
US$1.2126
|
|
January 2007
|
0.7699 Euros
|
US$1.2989
|
|
January 2008
|
0.6796 Euros
|
US$1.4715
|
|
October 10, 2008
|
0.7424 Euros
|
US$1.3469
|
Source of exchange rates is
Pacific Exchange Rate Service
http.www.fx.sauder.ubc.ca.
The manufacturing agreement with Simpro is
essentially a Right of First Refusal agreement. In the event
that Simpro would decide to not accept a fabrication and
installation contract, for whatever reason, and if Tirex would
believe that such a contract should be undertaken, Tirex has the
right to engage any other suppliers and sub-contractors to
undertake the contract.
Rubber is a valuable raw material and we believe
that recycling this valuable resource from scrap tires is an ideal
way to recover that value. Recycled scrap tire rubber is
already used in a great variety of products, promoting longevity by
adding it to asphalt pavement, adding bulk and providing drainage
as a soil additive, providing durability as a carpet under padding,
increasing resiliency and enhancement in track and athletic
surfaces, absorbing shock and lessening the potential for injuries
as a ground cover for playgrounds and other recreational areas, and
as a significant component added to plastic resins for making
extruded or molded products. We are aware of significant
recent developments in making finished products from crumb rubber
compounded with plastic resins, particularly polypropylene.
We believe that the potential for crumb rubber to substitute
for either virgin or recycled plastic resins is very significant,
given the relative market price for crumb rubber versus the
commodity prices for such plastic resins
Marketing Activities
Originally we concentrated our efforts on
completing the design, development, and construction of our TCS
Prototype and raising adequate financing to support such efforts.
Our long-term objective, however, is to market TCS Systems
worldwide, through national and international sales
representatives, licensees or strategic partners. Pursuant to an
extensive technical audit, our TCS Prototype permitted our company
to be certified as an Accredited Tire Recycler by Recyc-Québec, a
Quebec-governmental agency. Users of the TCS technology in
Quebec could have access to tipping fees paid by Recyc-Québec,
which currently work out to approximately US$0.85 per passenger car
tire, based on current exchange rates. Management believes
that this accreditation will be beneficial to our marketing efforts
respecting our technology, not only in Quebec but elsewhere, given
its independent status.
We can make no assurances with respect to the
degree of success of our marketing and distribution strategy of our
TCS Systems. Furthermore, we have limited resources to
achieve the distribution of our TCS Systems and to date we have
made no sales, leases or licenses. We believe that we may need
additional financing, which may not be available, to achieve our
long-term objectives.
Government Regulation
Insofar as the Company is not actually a tire
recycler, government regulations have little direct effect on our
activities. Of greater importance is the possible effect on
our customers for the TCS technology. The TCS-System is a
"closed loop" system which does not use any chemicals, solvents,
gases or other substances which could result in noxious emissions
of any kind from the operation of the Plant. The operation of a
TCS-System will not result in the emission of any pollutants, the
disposal of combustion residues, the storage of hazardous
substances, or the production of any significant amounts of solid
waste which would have to be landfilled. Simpro has
undertaken a formal environmental assessment of our technology
using the very stringent European standards, the results of which
confirms our assertions. However, the operation of a TCS
System will involve, to varying degrees and for varying periods of
time, the storage of scrap tires or tire pieces representing the
feedstock to the System, and limited storage of crumb rubber prior
to shipment to customers. Rubber, regardless of its physical
dimensions or form, is widely defined as being a fire hazard by
fire protection services in most industrially-advanced countries.
As a result, many US states and Canadian provinces
have either passed or have pending legislation regarding discarded
tires including legislation limiting the storage of used tires to
specifically designated areas. The regulatory environment of the
European Union is already very stringent. Operators of TCS
Systems will therefore be subject to various local, state, and
federal laws and regulations including, without limitation,
regulations promulgated by federal and state environmental, health,
and labor agencies. Establishing and operating a TCS System for
tire recycling will require numerous permits and compliance with
environmental and other government regulations, on the part of our
customers, both in the United States and Canada and in most other
foreign countries. The process of obtaining required regulatory
approvals may be lengthy and expensive for some customers of our
TCS Systems. Moreover, regulatory approvals, if granted, may
include significant limitations on operations. The US-EPA and
comparable US state and local regulatory agencies, and similar
government bodies in Canada and in other jurisdictions where TCS
Systems will be marketed actively enforce environmental regulations
and conduct periodic inspections to determine compliance with
government regulations. Failure to comply with applicable
regulatory requirements can result in, among other things, fines,
suspension of approvals, seizure or recall of products, operating
restrictions, and criminal prosecutions.
We believe that existing government regulations,
while extensive, will not result in the disenabling of its TCS
System customers to operate profitably and in compliance with such
regulations. In fact, we believe that restrictions on landfilling
and on combustion-based technologies will benefit our technology.
While these regulations are usually stringent, the huge scrap
tire problem must also be dealt with on a daily basis and the need
for economic and environmentally friendly recycling operations is
critical. The burden of compliance with laws and regulations
governing the installation and/or operation of TCS Systems could,
nonetheless, discourage potential customers from purchasing a TCS
System. This would adversely affect our business, prospects,
results, and financial condition. As a result, our business could
be directly and indirectly affected by government regulations.
ITEM 2.
DESCRIPTION OF PROPERTY
Our corporate headquarters is located at Stratford,
Connecticut. We have occupied offices at this address since
September 2006. Prior to moving to these premises, during
Fiscal 2006, the Company occupied premises in a residential and
office complex in west-end Montreal. Prior to its west-end
location, Tirex occupied an industrial building on St. Patrick
Street in Montreal, where the TCS Prototype was located.
After having accumulated very substantial arrearages in rent
and property taxes for which we were financially responsible, our
former landlord instructed us to vacate these premises such that he
could rent the space out to another company. As part of the
settlement agreement with this former landlord, we agreed to pay to
this former landlord the sum of US$540,000 out of the proceeds of
the first four sales of TCS Systems, at the rate of US$140,000 per
system sold.
ITEM 3.
LEGAL PROCEEDINGS
We are presently a party in the following legal
proceedings:
IM2 Merchandising and Manufacturing, Inc and David
B. Sinclair v. The Tirex Corporation, Tirex Corporation Canada,
Inc., et al.
The Plaintiffs, a Canadian resident and a Canadian
corporation sued in the Delaware, U.S. Federal District Court
claiming fraud, breach of contract, unjust enrichment and other
allegations, that the alleged Defendants, which include Tirex
Corporation Canada and The Tirex Corporation, jointly conspired to
profit from their failure to comply with terms of a manufacturing
agreement. The monetary demand of this complaint was unspecified.
We were prepared to move to dismiss Plaintiffs' Complaint, but
after consultations with the Plaintiffs' Attorneys, the
Plaintiffs' withdrew this complaint voluntarily. Plaintiffs later
filed a second action in the Chancery Court of Delaware alleging
certain of the same allegations; fraud, breach of contract, unjust
enrichment, breach of fiduciary duty and misrepresentation, but
eliminated other counts including the securities fraud allegations.
The Defendants in the State Court action are the same named in the
Federal Court action, and again the monetary damages are
unspecified. We moved to dismiss the State Court Chancery case
alleging defective service of process and asserting that the Court
had no jurisdiction over the Defendants in Delaware and for removal
of the case to Canada based on forum non convenience and other
considerations. Our motion was granted and the case dismissed.
Subsequently, on or about April 25, 2001, the
Plaintiffs instituted a lawsuit in Superior Court, judicial
district of Montreal alleging breach of contract and claims damages
of CA$794,690 representing expenses and an additional
Canadian$5,411,158 in loss of profits (court docket #
500-05-063730-021) . Unlike the suit filed in the US
Federal District Court in Delaware, there was no accusation of
fraud. We have filed a detailed answer denying all liability,
stating further that Plaintiffs failed to comply with their
obligations. We believe we have meritorious defenses to all of the
Plaintiffs' claims. The action is still pending.
There has been no activity relative to this suit
for the last seven years.
Lefebvre Freres Limited v. The Tirex
Corporation
Lefebvre Frères Limited instituted an action
against us on August 13, 2001 in the Superior Court, judicial
district of Montreal (court docket # 500-05-066942-010 ) claiming Canadian $98,513
is due and owing for the manufacture and delivery of car tire
disintegrators. We have prepared a defense and cross claim against
Plaintiff as the product delivered was defective and included used
parts in direct contravention of the supply agreement. We
believe we are entitled to a reimbursement of sums paid.
There has been no activity relative to this suit
for the last seven years.
Tri-Steel Industries Inc. v. The Tirex
Corporation
Our landlord Tri-Steel Industries Inc. instituted
an action against us, and our subsidiaries Tirex Canada and Tirex
Canada R & D Inc., on or about June 22, 2001 for arrears of
rent in the amount of Canadian $177,973.62. Subsequent to the
Plaintiff’s instituting this action, we continued to accumulate
very substantial arrearages for rent and property taxes for which
we were financially responsible. Subsequent to our vacating
the premises which had been the object of the lease, we settled
with our former landlord for a total amount of US$560,000, to be
paid at the rate of US$140,000 from each of our first four TCS
System sales.
No director, officer, or affiliate of the Company,
or any associate of any of them, is a party to or has a material
interest in any proceeding adverse to us.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
During the fiscal year ended June 30, 2008, the
Corporation applied to the State of Delaware to increase its common
share authorization from two hundred and fifty million shares to
one billion shares. Simultaneously, the Corporation
established a class of Preferred Shares, issuable in series on
terms to be determined from time to time by the Board of Directors
with a maximum preferred class authorization of one hundred million
shares. See Report 8-K dated February 14, 2008. A
Series A Preferred Shares in a total of three million (3,000,000)
shares was designated and subsequently issued to directors and
officers. See Reports 8-K, dated May 16, 2008 and June 23,
2008. These shares do not have a dividend attached, do have
preference on residual assets in case of bankruptcy, are
convertible into common shares at the rate of five common shares
for each preferred share and have super-voting rights of 100 votes
per share. These modifications to the Corporation’s share structure
were ratified by shareholder vote during the fourth quarter of
fiscal 2008.
PART
II
ITEM 5.
MARKET FOR THE COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's common stock, is traded on a limited
basis in the over-the-counter market and, since January 2003, has
been listed on the “Gray Sheets”. In September 2008, over two
months following the period covered by this report, we applied to
FINRA for upgrading our listing to the Pink Sheets. Our
intention is to thence apply for re-listing onto the Bulletin
Board. This requires audited financial statements such that
our 10-KSB Reports for the fiscal years ended June 30, 2004 through
2007 inclusive will be in strict conformity with the SEC standards.
For this reason, in May 2008, we engaged the services of
Moore & Associates (Las Vegas, Nevada) to undertake the audit
of our accounts for those years. Following 2007, Moore
continued with the audit of our accounts for fiscal 2008. With the
completion of the audit and the filing of amended 10-KSB reports,
we applied for listing on to the Bulletin Board on September XX,
2008. As of the date of this report, we had not yet received
approval for listing on the Bulletin Board. During the period
covered by this report, i.e. up to June 30, 2008, when we were
quoted on the Gray Sheets, bid and ask prices were not
posted.
Shareholders
As of June 30, 2008, the number of holders of
record of the Company's common stock, $.001 par value, was
approximately 590, which does not include shares held by persons or
companies in street or nominee name.
Dividends
The Company has paid no cash dividends and has no
present plan to pay cash dividends, intending instead to reinvest
its earnings, if any. Payment of future cash dividends will be
determined from time to time by its Board of Directors, based upon
its future earnings (if any), financial condition, capital
requirements and other factors, the company is not presently
subject to any contractual or similar restriction on its present or
future ability to pay such dividends.
ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion of our financial condition
and results of operations should be read in conjunction with the
financial statements and notes thereto included elsewhere in this
Report. This document contains certain forward-looking statements
including, among others, anticipated trends in our financial
condition and results of operations and our business strategy.
These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and
uncertainties. Actual results could differ materially from these
forward-looking statements. Important factors to consider in
evaluating such forward-looking statements include (i) changes in
external competitive market factors or in our internal budgeting
process which might impact trends in the our results of operations;
(ii) unanticipated working capital or other cash requirements;
(iii) changes in the our business strategy or an inability to
execute its strategy due to unanticipated changes in the industries
in which we operates; and (iv) various competitive factors that may
prevent the us from competing successfully in the marketplace.
Tirex's primary objective is to sell it's patented
and proprietary tire recycling process, called the TCS System, to
tire recyclers throughout the world (www.tirex-tcs.com). In March
2000, we announced that our TCS technology prototype was ready for
replication and commercialization. The intellectual property owned
by Tirex comprises both the patented "fracturing mill" (both US and
Canadian patents) plus the proprietary freezing process of using
super-cooled air (rather than the competitions’ liquid nitrogen
process, which represents expensive “overkill” in terms of what is
required to freeze tire chips) to freeze the tire chips to the
"glass point" which permits the effective separation and
disintegration of the tire components by our patented "fracturing
mill", producing a semi-cryogenic crumb rubber at a significant
cost saving. The intellectual property of our TCS System process is
recognized in the Manufacturing License Agreement (2003) we have
with Simpro S.p.A. of Torino, Italy www.simpro.it . Simpro
has an semi-exclusive manufacturing license to manufacture the TCS
System, semi-exclusive to the extent that they have a right of
first refusal for the fabrication, installation and commissioning
of any TCS system anywhere in the world, but the exclusivity is
lost on a case-by-case basis in those circumstances where they
would elect to not accept an order, under which circumstances we
have the right to contract the same services to other companies.
Our patent renewals and continuation for both the USA and Canada
were documented in 2005.
In 2001 Tirex's TCS tire recycling prototype was
accredited by Recyc-Québec, the provincial recycling agency in
Montreal, Quebec, Canada, as an economically viable and
environmentally-friendly process that produced quality recycled
rubber. During the year 2000 and 2001, we demonstrated our
technology to numerous groups from Asia, Europe, North and South
America and the Caribbean, as well as to some shareholders and
potential strategic alliance partners. While numerous Letters of
Intent were signed during this stage, none materialized into firm
purchase contracts. Management attributed these failures to acquire
sales contracts to the lack of a commercial history for the TCS
technology, or alternatively, to the Company's inability at the
time to provide performance guarantees. With the signing of the
License Agreement with Simpro we engaged a reputable, highly
accredited manufacturer that created the potential for performance
guarantees to be offered. The TCS prototype was disassembled and
its "fracturing mill" was sent to Simpro's facility in Italy.
Simpro is prepared to build the first commercial TCS System. As of
June 30, 2008, no purchase/sale contracts have been written.
Tirex has continued with its marketing structure
consisting primarily of Tirex's President, John L. Threshie Jr.,
assisted financially by CFO Michael Ash, combined with Simpro's
significant marketing and sales efforts, as well as independent
representatives. Simpro also has a non-exclusive marketing
agreement applicable on a worldwide basis. Tirex continues to
entertain requests for marketing agreements on several continents,
but adheres to its policy of offering commissions out of sales
proceeds only and not providing exclusivities in the absence of
prior-established results.
The lack of a commercial track record relative to
the operation and output of the TCS System has proven to be a
difficult hurdle to overcome in acquiring TCS System sales. The
installed cost of a TCS-2 System to a recycler, depending on the
system configuration, the condition of the feedstock and the output
requirements and excluding building and infrastructure costs, is in
the vicinity of Euros 5,500,000 (approximately US$7.92 million at
prevailing exchange rates), depending on the extent of automation
requested by the customer. When one adds infrastructure
costs, pre-production expenses and a reasonable provision for
working capital after system commissioning, we are of the opinion
that the entrepreneur has to consider his gross investment cost
(prior to debt financing possibilities) to be in the vicinity of
US$9 million to$10 million, depending on the customs duties which
could be imposed on US and Canadian customers respecting the
importing of products from non-NAFTA countries. US$9,000,000
or more represents a substantial investment for a start-up company.
Simpro has been able to obtain insurance backing to support
their offer of limited performance guarantees, and such potential
is expected to assist the marketing effort. Simpro is now offering
limited feedstock throughput guarantees on a case by case
basis.
Market and sales efforts of the TCS System
continues to evolve and has attracted qualified and capable
companies over the past year. During Fiscal 2007, the Company and
Simpro have entertained numerous potential TCS System customers.
Out of these developments, several opportunities have presented
themselves that have merited and continue to merit the expenditure
of considerable effort to close a Purchase and Sales Agreement.
Tirex and Simpro continue to pursue sales efforts in the Middle
East, Malaysia, the USA and Canada. Simpro is also pursuing
an opportunity in Brazil where the production of crumb rubber would
be linked to products for the railroad industry. Our listing
on the Internet Recycling Exchange and our web site
www.tirex-tcs.com continues to generate inquiries from all over the
world. This interest confirms the need for new technology in the
industry. These opportunities may not conclude, however, until
there is a commercial system in operation and regardless of
Management's optimism there can be no assurance that these
opportunities will actually result in unconditional sales
contracts.
The finalizing of the License Agreement with Simpro
means that the gross revenues from sales will be recorded on
Simpro's books, not in the books of Tirex. The amount remitted back
to Tirex will take the form of a royalty and will be accounted for
as such. Regardless of the contract structure and the accounting
effects which result, generally accepted accounting principles in
effect in the USA have the effect that the revenues to Tirex
resulting from such transactions will not be recognizable until the
systems will have been accepted by the customers. Given the time
line required to manufacture, install and have accepted these
systems, it is clearly impossible that any revenues would become
recognizable during our fiscal year which will end June 30, 2007.
While the Company will benefit from the periodic cash inflows
resulting from progress payments during the next approximately ten
months, the royalty will, in fact, not have been earned until the
systems are accepted by the customers.
In the third and fourth quarters of fiscal 2008,
management undertook a restructuring of the corporation. This
was engaged because management believed (and still does) that the
structure of the Corporation was creating an impediment to
marketing efforts. We engaged the services of the Otto Law
Group (Seattle WA) to assist us in the restructuring of our
position. Their services are being remunerated in shares of
the corporation. We also engaged the services of Legacy
Trading and their affiliate company, Southern Capital Consulting,
based in Oklahoma, to assist us in getting our shares listed first
back onto the Pink Sheets and with the goal of being re-listed onto
the Bulletin Board. These services are also being remunerated
by means of a share issuance. In order to be eligible for
re-listing on the Bulletin Board, the Corporation is required to
file audited financial statements. The statements of the
Corporation had not been audited since the fiscal year ended June
30, 2004. We engaged the services of Moore & Associates
(Las Vegas) to undertake the audit of our accounts for the years
2004 through 2007 with a continuation for the fiscal year 2008.
In August 2008 (two months following the reporting date of
this filing) our application for listing on the Pink Sheets was
filed. In the course of this restructuring, debts to
officers, directors and consultants were converted in whole or in
part to equity through the issuance of shares. Part of this
was accomplished through the auspices of Sequoia International
which accepted assignment of $100,000 of executive accrued salaries
in exchange for 100 million shares, a transaction approved by a
Florida court. This transaction also provided for the creation of
funding for Tirex in its restructuring efforts. Third party
liabilities were examined and deleted as permitted by US and
Canadian law (the term in Canada is “prescription”, in the USA
“Statute of Limitations”). Management is of the opinion that
the measures undertaken in the last half of fiscal 2008 and
continuing into fiscal 2009 will be beneficial to the development
of the Corporation.
In February of 2001, we concluded a private
financing with an investor group. Under the terms of the Agreement,
we had the contractual right to require the Investor to purchase up
to US$5,000,000 of put notes. We drew down US$750,000 of this
amount and used the proceeds of this financing toward legal and
consulting fees due, normal operating expenses such as payroll,
rent and taxes and the acquisition of equipment for our prototype
TCS-1 Plant. In July of 2001, the Company entered into a technical
default with respect to the Agreement by not having an SB-2
Registration Statement declared effective by the SEC. After several
months of negotiations, the Company entered into a Settlement
Agreement with the Investor Group which provided for a cash pay
down of the amount owed, including interest and penalties over a
period of approximately two years starting with the date the
Settlement Agreement was signed, the right of the Investor Group to
continue to be able to sell up to 600,000 collateral and Rule 144
shares per month and the issuance of three series of warrants,
500,000 each, exercisable at prices of one cent, five cents and ten
cents over a three year period. This Settlement Agreement was
announced in April of 2002, and details of the terms of the
Agreement are filed on Edgar. The Company, in the absence of having
completed its first sales of TCS Systems according to our
expectations, was unable to generate the cash flow necessary to pay
down the Convertible Note in accordance with the terms of the
Settlement Agreement. Thus, the Company once again found itself in
a position of default. Numerous recourses are available to the
holders of the Convertible Notes, but to date, these recourses have
not been exercised. Such recourses can be exercised at any time and
the fact that they have not been exercised so far does not preclude
their being exercised now or in the future. The Company has kept
the Convertible Note holders apprised of its efforts to sell TCS
Systems and thus restart the repayments on the Convertible
Notes.
As a result of this period preceding the
commencement of commercial operations, we have had to cover our
overhead costs from sources other than from commercial revenues.
Since October 2005, and continuing into fiscal 2009, approximately
US$200,000 was lent to Tirex president, John L. Threshie Jr., to
pay the various expenses of the Corporation such as filing fees,
annual return fees (State of Delaware) stock transfer agent fees
etc. These loans were made in return for agreements to
convert these amounts into common stock of the Corporation.
Following the period covered by this report, Tirex issued
approximately 48,740,000 shares under the terms of these
agreements. We expect that some portion of our future
overhead costs, which may be significant, will continue to be
covered from sources other than commercial revenues. Since March of
2003, our monthly our-of-pocket cash costs were reduced to minimal
amounts.
Our greatest expense, from an accounting
standpoint, is for salaries. These salaries have not been paid for
over seven years, but rather set up as payables. A portion of these
payables has been converted to equity through the issuance of
common stock. Our cash flow deficit condition will continue
until such time as the Company will start generating revenues from
the sale of TCS Systems. Until we can succeed in securing an
unconditional sales contract for the sale of one or more systems
employing our technology, the company will not be engaging any
significant financial commitments and will not be engaging in any
significant research and development activities nor increasing
employment.
While we continue to market TCS Systems and have in
place a License Agreement, as of June 30, 2007, no unconditional
sales orders for TCS Systems had been received and manufacturing of
TCS Systems has not been initiated. We anticipate that we will
begin selling or licensing out the sale of TCS Systems and thus
initiating the manufacturing of these systems on a commercial basis
inevitably as long as there is a demand for new recycling
technology. Until we successfully develop and commence TCS System
manufacturing and sales operations on a full-scale commercial
level, however, we will not generate significant revenues from
operations. Accordingly, we would be obligated to attempt to seek
non-commercial sources of revenues to support operations until TCS
Systems sales and manufacturing operations would become a reality.
In the event of such a circumstance, there can further be no
assurance that such non-commercial revenue funding would be
available at all or on terms acceptable to management. Except for
activities related to the recycled crumb rubber industry, as noted
above and in previous filings, we have never engaged in any other
significant business activities.
During the first quarter of Fiscal 2007, Tirex
completed the negotiation of the employment agreements with respect
to Tirex CEO and President, John L. Threshie Jr., Tirex Vice
President Engineering and Research and Development, Louis V. Muro
and Tirex Secretary-Treasurer and Chief Financial Officer, Michael
Ash. These versions were ratified by all respective parties.
Under the terms of these agreements, Mr. Threshie’s salary
was augmented to US$150,000 retroactive to July 1, 2002 while Mr.
Muro’s salary was reduced retroactively to July 1, 2002 to
US$75,000. The salary of Mr. Ash remained unchanged at
US$100,000. Also under the terms of the agreements, Mr.
Threshie received an option to acquire 3,000,000 shares of the
corporation at the beginning of each year of his three-year
agreement, the effective inception date being July 1 2007.
Similarly, Mr. Muro received options to purchase
1,000,000 shares per year. Mr. Muro’s employment was also
effective July 1, 2007. Other than for the number of shares
involved, Mr. Muro’s options proposed agreement are identical to
that of Mr. Threshie. As for Mr. Ash, his three-year
employment agreement was be effective January 1, 2007 and provided
for him to acquire 2,000,000 shares of Tirex in each of the three
years of his contract. In all cases, the exercise window is
three years. These options could be exercised on a cashless
basis and are described in more detail elsewhere in this
report.
Liquidity and Capital Resources
As of June 30, 2008, the Company had total assets
of $25,001 as compared to $25,001 at June 30, 2007 reflecting a
change of Nil. There were no changes in the value of individual
assets, representing Property and Equipment and Patents from June
30, 2007 to June 30, 2008.
As of June 30, 2008, the Company had total
liabilities of $5,126,083 as compared to $4,712,098 at June 30,
2007, reflecting an increase in liabilities of $413,985. Total
liabilities at June 30, 2007 had reflected a previous increase of
$500,023 over $4,212,075 in total liabilities at June 30, 2006.
The increase in total liabilities from June 30, 2007 to June
30, 2008 is primarily attributable to: (i) an increase in Long-Term
Deposits and Convertible Notes in the amount of $88,500 from
$217,500 as of June 30, 2007 to $306,000 as of June 30, 2008, and
(ii) an increase in Convertible Loans in the amount of $334,774
from $2,421,442 as of June 30, 2007 to $2,756,216 as of June 30,
2008.
Reflecting the foregoing, the financial statements
indicate that as at June 30, 2008, the Company had a working
capital deficit (current assets minus current liabilities) of
$1,478,922 and that as at June 30, 2007, the Company had a working
capital deficit of $1,488,211, a working capital deficit decrease
of $9,289. There were no changes in current assets, as noted
above, while there were reductions to current liabilities due to
third parties represented by Accounts Payable and Accrued
Liabilities.
The financial statements which are included in this
report reflect total operations and other expenses of $498,322 for
the year ended June 30, 2008, which reflects an increase of $42,473
over the year ended June 30, 2007 when total operations and other
expenses were $455,849. The Company has ceased Research and
Development activities thereby resulting in a significant decrease
in personnel expenses and other Research and Development expenses
compared with prior periods.
The success of the tire recycling manufacturing
business and the ability to continue as a going concern will be
dependent upon the ability of the Company to obtain adequate
financing to commence profitable, commercial manufacturing and
sales activities and the TCS Systems’ ability to meet anticipated
performance specifications on a continuous, long term commercial
basis.
The Company believes that the amounts accrued to
date in respect of the shares issued to compensate the executive
officers and consultants reflect the fair value of the services
rendered, and that the recipients of such shares received such
shares at an appropriate and reasonable discount from the then
current public market price. The Company believes that the discount
is warranted due to the fact that there are often restrictions on
the transfer of said shares arising out of the absence of
registration, and the uncertainty respecting our ability to
continue as a going concern.
From inception (July 15, 1987) through June 30,
2007, the Company has incurred a cumulative net loss of
$30,404,341. Approximately $1,057,356 of such cumulative net loss
was incurred prior to the inception of the Company’s present
business plan, in connection with the Company’s discontinued
proposed health care business and was due primarily to the
expending of costs associated with the unsuccessful attempt to
establish such health care business. The Company never
commenced the proposed health care operations and therefore,
generated no revenues therefrom.
ITEM 7.
FINANCIAL STATEMENTS
Our financial statements required to be included in
this Report pursuant to Item 310(a) of Regulation S-B, are set
forth below.
ITEM 8.
DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Following the end of Fiscal 2004, our former
independent certifying accountant informed us that he was
abandoning all SEC-oriented work. Thus, we had no choice but
to attempt to change our certifying accountant effective with the
annual financial statements for the year ended June 30, 2004.
The resignation of our former certifying accountant was
not related in any way to any disputes respecting the Company’s
accounting or its financial disclosures to shareholders or other
interested parties. We have engaged new certifying
accountants. The new certifying accountant audited our records back
through fiscal 2004. Amended 10-KSB Reports for the fiscal
years ended June 30, 2004 through 2007 will be filed imminently.
PART III
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors, Executive Officers and Significant Employees
The following sets forth, as of June 30, 2005 the names and ages of
all directors, executive officers, and other significant employees
of the Company; and all positions and offices in the Company held
by each, and the terms of said offices. Each director will hold
office until the next annual meeting of shareholders and until his
or her successor has been elected and qualified:
| Name |
Age |
Offices Held |
Term of Office |
| |
|
|
|
| John L. Threshie,
Jr. |
54 |
Chairman of the
Board |
November 1999 -
present |
| |
|
of Directors,
President, and |
|
| |
|
Chief Executive
Officer |
|
| |
|
|
|
| |
|
Director |
June 1995 - February 1999 |
| |
|
|
|
| |
|
Vice
President |
June 1995-
November 1999 |
| |
|
|
|
| |
|
Secretary |
December 1996 - February 1999 |
| |
|
|
|
| Louis V.
Muro |
76 |
Vice
President |
January 1996 -
present |
| |
|
of
Engineering |
|
| |
|
and
Director |
|
| |
|
|
|
| |
|
President |
March 1994 - January 1995 |
| |
|
|
|
| |
|
Director |
December 1992 -
Present |
| |
|
|
|
| Henry Meier |
52 |
Director |
Feb. 11, 1999 to present |
| |
|
|
|
| Michael D.A.
Ash |
59 |
Secretary,
Treasurer,
and Chief Financial
and Accounting Officer |
February
1999-present |
The Board of Directors has no standing committees.
Family Relationships
No family relationships exist between any director
or executive officer of Company or any person contemplated to
become such.
Business Experience
The following summarizes the occupation and
business experience during the past five years for each director,
executive officer and significant employee of the Company. A
significant employee is a person who is not an executive officer of
the Company but who is expected to make a significant contribution
to the business of the Company.
JOHN L. THRESHIE, JR. Mr. Threshie has
served as President and Chief Executive Officer of the Company
since November of 1999. Prior to that time he served as a
Vice President of the Company since June 1995. He was
appointed Assistant Secretary of the Company on February 11, 1999.
From December 1996 until February 11, 1999, Mr. Threshie held the
position of Secretary, and from June 1995 until February 11, 1999,
as a Director, of the Company. He also served as a Director for The
Tirex Corporation Canada Inc. and Tirex Canada R&D Inc. from
June 1998 and June 1995, respectively, until February 11, 1999. He
has more than 30 years of experience in the areas of management,
marketing and sales including 11 years developing and marketing a
new technology in the recycling industry with Tirex.. Mr. Threshie
holds a Bachelor’s Degree in Political Science from the University
of North Carolina. He was employed as an insurance and financial
broker by Primerica Financial Services from 1991 through 1994. From
1988 to 1990, Mr. Threshie was an advertising account supervisor
for Ammirati & Puris Inc., an advertising firm in New York.
From 1983 to 1988 Mr. Threshie was employed as a senior account
executive at the advertising firm of Saatchi and Saatchi, Inc. From
1979 to 1983 Mr. Threshie was employed by Milliken & Co. as a
sales representative.
LOUIS V. MURO. Mr. Muro acted as an
engineering consultant to the Company from January 18, 1995 until
January 1, 1996 when he was appointed as a Director and as Vice
President in charge of engineering. Mr. Muro served as a Director
of the Company from December 29, 1992 until January 18, 1995. He
also served as the Company's Secretary from December 29, 1992 until
March 1994 when he was appointed President of the Company, a
position he held until January 18, 1995. He has also served as the
Vice President in charge of engineering and as a director of The
Tirex Corporation Canada Inc. and Tirex Canada R&D Inc.
since
June 1998 and May 1995 respectively. Mr. Muro
received a B.S. degree in Chemical Engineering from Newark College
of Engineering in 1954, since which time he has continually been
employed as a chemical engineer. From 1974 to 1993 Mr. Muro has
been the sole proprietor of Ace Refiners Corp. of New Jersey, a
precious metals refinery. From 1971 to 1974, he worked as an
independent consultant and from 1964 until 1971, he was director of
research and development for Vulcan Materials Corporation in
Pittsburgh, Pa., a public company engaged in the business of
recovering useable tin and clean steel from scrap tin plate. From
1960 to 1964, Mr. Muro was the sole proprietor of Space Metals
Refining Co. in Woodbridge, NJ, a company involved in the
purification of scrap germanium to transistor grade metal. From
1959 to 1960 he was employed by Chemical Construction Co., of New
Brunswick, NJ, where he developed a process for the waste-free
production of urea from ammonia, carbon dioxide and water. From
1954 to 1959, Mr. Muro worked in the research and development
department at U.S. Metals Refining Co. in Carteret, NJ where he was
involved with the refinement of precious metals.
MICHAEL D.A. ASH . Mr. Ash joined the
Company on January 11, 1999. On February 11, 1999, Mr. Ash was
appointed Secretary, Treasurer, and Chief Financial and Accounting
Officer of the Company. Mr. Ash graduated with a Bachelor's Degree
in Business Administration, Magna Cum Laude, from Bishop's
University in Quebec in 1970, and with an MBA, With Distinction,
from Harvard Business School in 1975. Mr. Ash received his
Chartered Accountant certification, (Canadian equivalent to a CPA)
in 1972 while employed by Coopers & Lybrand (now
PriceWaterhouseCoopers). Mr. Ash voluntarily abandoned his C.A.
designation following the ENRON and WorldCom incidents, being no
longer willing to certify financial statements nor to incur the
very expensive professional insurance costs associated with
professional private practice as a sole practitioner. As
such, the annual professional fees were no longer justifiable.
Since graduation from Harvard, Mr. Ash spent a large portion
of his career with the Government of Canada, until early 1999 when
he joined Tirex, first with the Office of the Comptroller General
in Ottawa and, for the subsequent eighteen years, with a federal
regional economic and industrial development agency in Montreal
where he gained exposure to a very large number of companies and
industrial sectors, ranging from developmental companies to major
multi-national corporations. For ten years during this time period,
Mr. Ash was also a part-time lecturer in accountancy at Concordia
University in Montreal for students registered in the program
leading to the Chartered Accountancy designation.
Compliance With Section 16(a) of the Exchange
Act.
None of the securities have been registered
pursuant to Section 12 of the Exchange Act of 1934, as amended (the
"Exchange Act"). Therefore, Section 16(a) of the Exchange Act is
not applicable.
ITEM 10.
EXECUTIVE COMPENSATION
Current Remuneration
The following table sets forth information
concerning the annual compensation received or accrued for services
provided in all capacities for the fiscal years ended June 30,
2005, 2006 and 2007 by our chief executive and all our executive
officers serving as such as at June 30, 2005 or at any time during
the year ended June 30, 2007. Future announcements concerning us,
our competitors, results of testing, technological innovations or
new commercial products may have a significant impact on the market
price of our common stock. We believe that, as of the dates when
such shares were issued, the actual market value of such shares
was, and as of the date hereof remains, highly contingent upon, and
subject to, extremely high risks.
SUMMARY COMPENSATION TABLE:
ANNUAL COMPENSATION (See note below)
| Name and Principal Position |
Year |
Salary $ |
Bonus $ |
Other $ |
| |
|
|
|
|
| John L. Threshie Jr. |
2007 |
$150,000 (1) |
Nil |
nil |
| President |
2006 |
$150,000 |
|
|
| |
2005 |
$150,000 |
|
|
| |
|
|
|
|
| Louis V. Muro |
2007 |
$75,000 (1) |
Nil |
nil |
| Vice President - Engineering |
2006 |
$75,000 |
|
|
| |
2005 |
$75,000 |
|
|
| |
|
|
|
|
| Michael D.A. Ash |
2007 |
$100,000 (1) |
Nil |
nil |
| Secretary-Treasurer &
CFO |
2006 |
$100,000 |
|
|
| |
2005 |
$100,000 |
|
|
The employment agreements of all of the above
persons were re-negotiated during the second quarter of Fiscal
2007. The primary focus of the negotiations was on
salary and options in all three cases. In the case of Mr.
Threshie, his salary was be increased from US$125,000 to US$150,000
retroactive to July 1, 2002. In the case of Mr. Muro, his
salary was reduced from US$150,000 to US$75,000 also effective July
1, 2002. Mr. Ash’s salary remained unchanged at US$100,000.
Under the terms of these three employment agreements, all
three persons received options with three-year exercise windows to
acquire Tirex shares, with the possibility of a cashless exercise.
These annual options for Mr. Threshie, Mr. Ash and Mr. Muro
imply 3,000,00 shares, 2,000,000 and 1,000,000 shares respectively.
All exercises are subject to share structure modifications
such as stock splits and reverse splits on a proportional basis.
(1)
No compensation was paid either in cash or in
shares to Messrs. Threshie, Muro and Ash during Fiscal 2007 and
2008. The amounts due have been recorded as liabilities of
the Company. During fiscal 2008, Tirex assigned $50,000 of
accrued salaries to each of Messrs. Threshie and Ash to Sequoia
International in exchange for a Florida court approved issuance of
100 million shares. The Settlement Agreement was made under
Paragraph 10(a)3 of the Securities Act. During the first
quarter of fiscal 2009, the fiscal year following the period
covered by this report, Tirex issued 44,900,000 million shares to
John L. Threshie Jr., 25,000,000 million shares (plus 1,723,514
replacement collateral shares) to Louis V. Muro and 16,525,000
shares to Michael Ash plus 13,750,000 issued to his wife and adult
children in partial compensation for accrued and unpaid salaries
since 2001. Mr. Sanzaro (former director) and Mr. Muro were
also issued replacement shares for the collateral shares they
provided to 2001 private placement investor referred to elsewhere
in this report and 1,500,000 shares were issued to Michael Ash in
respect to stock options exercised but unpaid three years ago.
Executive Stock Options
As discussed elsewhere in this Report, the following is a summary
of those options and warrants outstanding or proposed to be
outstanding, with respect to the purchase of the common stock of
the Company:
| Beneficiary |
Issuable |
Exercise
Window |
Price |
| |
|
|
|
| John L. Threshie Jr. |
3,000,000 share options |
Three (3) years from |
Series 1: lesser of 20 |
| |
at
the beginning of each |
date of issue |
cents or 50% of market |
| |
of
Fiscal Years 2008, |
|
Series 2: lesser of 40 |
| |
2009 and 2010 |
|
cents or 50% of market |
| |
|
|
Series 3: lesser of 50 |
| |
|
|
cents or 50% of market |
| |
|
|
|
| Michael
Ash |
2,000,000 share
options |
Three (3) years
from |
Series 1: lesser of
20 |
| |
at the beginning of
each |
date of
issue |
cents or 50% of
market |
| |
of Calendar
Years |
|
Series 2: lesser of
40 |
| |
2007, 2008 and
2009 |
|
cents or 50% of
market |
| |
|
|
Series 3: lesser of
50 |
| |
|
|
cents or 50% of
market |
| |
|
|
|
| Louis V. Muro |
1,000,000 share options |
Three (3) years from |
Series 1: lesser of 20 |
| |
at
the beginning of each |
date of issue |
cents or 50% of market |
| |
of
Fiscal Years 2008, |
|
Series 2: lesser of 40 |
| |
2009 and 2010 |
|
cents or 50% of market |
| |
|
|
Series 3: lesser of 50 |
| |
|
|
cents or 50% of market |
In September 2008, the period following the period
covered by this report, Mr. Ash issued his notice of exercise for
options for 4,000,000 shares on a cashless basis. Under the
formula, Mr. Ash will receive 2,000,000 shares. In October
2008 Mr. Threshie served notice of his exercise of 6 million
options on a cashless basis, under which he will receive 3 million
shares. Also in October 2008, Mr. Muro served notice of his
exercise of 2 million options on a cashless basis, which will give
him 1 million shares. As of October 13, 2008, these shares
had not yet been issued.
Compensation of Directors
The Directors of the Company were not compensated
for their services as such in fiscal 2008.
Employment Agreements
We seek to maintain employment agreements with all
of our executive officers (the "Executive Agreements"). We
currently have an employment agreement with Mr. Threshie that
provides for an annual salary of $150,000 until June 30, 2010.
Mr. Threshie also has options, as noted above, to purchase
shares of the Company. Mr. Threshie was granted options to purchase
3,000,000 shares at each anniversary date of his Employment
Agreement for the three years following the effective date of his
employment contract, and, for each series of options, would have a
three-year period to exercise that option. The options are
exercisable at the lesser of 50% of market and 20(cent) for the
first series, 40(cent) for the second series and 50(cent) for the
third series. We currently employ Mr. Muro on a
month-to-month basis, based on a revised annual salary of $75,000,
retroactive to July 1, 2002. Mr. Muro also has share options
which, other than for the number of shares implicated, are
identical to the options of Mr. Threshie. In Mr. Muro’s case
the number of shares is 1,000,000 shares annually. Under the
employment agreement with Mr. Ash, he is paid an annual salary of
$100,000 and he has been given stock options to acquire 2,000,000
shares in each of the three calendar years of his agreement, which
ends December 31, 2009.
All of the above agreements provide for the payment
of bonuses at the sole discretion of the Board of Directors based
upon an evaluation of the executive's performance, with payment of
any such bonuses to be reviewed annually. The Executive Agreements
also provide for the participation by each of the foregoing persons
in any pension plan, profit-sharing plan, life insurance,
hospitalization or surgical program, or insurance program hereafter
adopted by us, reimbursement of business related expenses, the
non-disclosure of information which we deem to be confidential to
it, non-competition by the executive with us for the one-year
period following termination of employment with us and for various
other terms and conditions of employment.
The Executive Agreements with Messrs. Threshie,
Muro and Ash also include severance provisions which provide, among
other things, for severance compensation in the event that the
employment of the executive is terminated by us other than for
cause, or by the executive for "good reason", as that term is
defined in the Executive Agreements, or pursuant to
a change in control of the Company, for which the severance terms,
under certain circumstances, as described below, could be
different. The various Executive Agreements provide for severance
compensation, as follows:
In the case of Messrs. Threshie, Muro and Ash, 200%
of the amount of the base salary for a period of twelve months,
except that in the event of a termination following a hostile
takeover of the Corporation, the termination is 300%. In
addition, the amount of severance compensation for termination
other than for cause, or by the executive for "good reason", as
that term is defined in the Executive Agreements, or pursuant to a
change in control of the Company, amounts to the compensation as
described above plus two months of base salary for each year of
service, either under an employment agreement or under a consulting
agreement.
Because of the early stage of our development, our
lack of operations and insignificant cash flow, since January 18,
1995, we have not had the resources to meet fully our financial
obligations under the Executive Agreements. As a result, a major
portion of compensation which has been available to our executive
officers has consisted of shares of our common stock, which such
individuals accepted, in lieu of cash compensation, for a
substantial portion of salary and/or consulting fees due to them.
For the last four years, no significant numbers of shares
were available for issuance to the executives.
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of
October 2, 2008, with respect to the persons known to the Company
to be the beneficial owners of more than 5% of the common stock,
$.001 par value of the Company and of more than 5% of the Class A
Common Stock of the Company's subsidiary, Tirex R&D and of all
Officers and Directors of the Company as that term is defined in
Item 402(a)(2) of Regulation S-B. Neither the Company nor Tirex
R&D have any shares of any other class issued or
outstanding.
| |
|
|
|
| |
|
|
|
| |
Name and |
Amount and |
|
| |
Address of |
Nature of |
|
| |
Beneficial |
Percent |
Percent |
| Title of Class |
Owner |
Ownership |
of Class (1) |
|
|
|
|
|
|
Common |
John L. Threshie, Jr. |
47,528,721 (2) |
7.8% |
|
The Tirex |
P.O. Box 1000 |
|
|
|
Corporation |
Stratford CT 06614-9991 |
|
|
| |
|
|
|
| Class A |
|
|
|
| Common |
|
34 (5) |
34% |
| Tirex R&D |
|
|
|
|
|
|
|
|
|
Common |
Louis V. Muro |
32,853,991 (2)(3) |
5.4% |
|
The Tirex |
2063 Desjardins Avenue, Apt
#2 |
|
|
|
Corporation |
Montreal, Quebec |
|
|
|
|
Canada H1V 2H1 |
|
|
| |
|
|
|
| Class A |
|
|
|
| Common |
|
17(5) |
17% |
| Tirex |
|
|
|
| R&D |
|
|
|
|
|
|
|
|
|
Common |
Henry P. Meier |
2,500,000 (6) |
0.13% |
|
The Tirex |
P.O. Box 895 |
|
|
|
Corporation |
Lakehurst NJ 07755 |
|
|
| |
|
|
|
| Common |
Joe Sanzaro |
|
|
| The Tirex |
(Brother of deceased director |
|
|
| Corporation |
Louis A. Sanzaro) |
47,347,665 (2) |
7.8% |
| |
1904 Waverly treet |
|
|
| |
Oakhurst NJ 07756 |
|
|
|
|
|
|
|
|
Common |
Michael Ash |
30,805,000 (4) |
5.1% |
|
The Tirex |
310 Montée Sabourin |
|
|
|
Corporation |
St. Bruno, Quebec |
|
|
|
|
Canada, J3V 4P6 |
|
|
| |
|
|
|
| Common |
All directors and |
113,368,771 |
18.6% |
| The Tirex |
officers as a group |
|
|
| Corporation |
(4 persons) |
|
|
|
|
|
|
|
|
Class A |
All directors and |
51 |
51.0% |
|
Common |
officers as a group |
|
|
|
Tirex |
(2 persons) |
|
|
|
R&D |
|
|
|
| |
|
|
|
| Series A Preferred Shares |
|
|
| |
John L. Threshie Jr. |
1,500,000 (7) |
50% of class |
| |
P.O. Box 1000 |
|
|
| |
Stratford CT 06614-9991 |
|
|
| |
|
|
|
| |
Louis V.
Muro |
750,000
(7) |
25% of
class |
| |
2063 Desjardins
Avenue, Apt #2 |
|
|
| |
Montreal,
Quebec |
|
|
| |
Canada H1V
2H1 |
|
|
| |
|
|
|
| |
Michael
Ash |
750,000
(7) |
25% of
class |
| |
310 Montée
Sabourin |
|
|
| |
St. Bruno,
Quebec |
|
|
| |
Canada, J3V
4P6 |
|
|
______________________
(1)
The percentages listed in the table is calculated
on the basis of 607,920,803 common shares of the common stock,
$.001 par value, of the Company outstanding as at October 2, 2008.
(2)
Our executive officers, directors (including
deceased director, Louis A. Sanzaro) and principal shareholders
pledged an aggregate of 11,986,315 (approximately 6% of our then
outstanding shares) of their personal shareholdings in the Company
as a security interest for our issuance of $750,000 of 8%
convertible notes, pursuant to a Subscription Agreement and
Security Agreement dated February 26, 2001. Specifically, John L.
Threshie, Jr. pledged 1,891,204 shares, Louis Muro pledged
1,723,514 shares and Louis Sanzaro pledged 8,371,597 shares of our
common stock. The Company was unable to respect its
financial obligations under the terms of a Settlement Agreement and
negotiations with respect to a new settlement have not been
started. Under the terms of the first settlement agreement,
the investors acquired a right to dispose of the collateral shares
in their possession and did so. According to a confirmation
received from the investors with respect to the convertible note,
as of June 30, 2005, they were in possession of 4,000,000
conversion shares, issued in 2003, but the collateral shares were
sold. The collateral shares pledged by Muro and Sanzaro were
replaced subsequent to June 30, 2008. The shares pledged by
Mr. Threshie, still represent a liability of the Corporation.
These 4 million conversion shares represent approximately
0.6% of our current outstanding stock.
(3)
Includes: (i) 32,119,991 shares held of record by
Mr. Muro as of October 2, 2008; and (ii) 734,000 shares held of
record by Mr. Muro's previous wife, recently deceased, Nina Aviles
Muro. There have been no subsequent changes.
(4)
Includes: (i) 16,825,000 shares held of
record by Mr. Ash as of October 2, 20084; (ii) 5,230,000 shares
held of record in the name of Loryta Investments Limited an entity
directly owned by Loryta Trust and thus beneficially owned by the
family of Mr. Ash. Mr. Ash is not himself a beneficiary of
this trust nor does he have decisional powers over its activities.
Also includes 5,250,000 shares owned by the wife of Mr. Ash
and 1,750,000 shares held by each of his two adult age
children.
(5)
Messrs. Threshie and Muro hold all shares of Tirex
R&D Class A Common Stock pursuant to the terms of a
Shareholders agreement among them and the Company (the "Tirex
R&D Shareholders Agreement"), pursuant to which they will be
obligated to transfer all such shares to the Company, for no
consideration, on May 2, 2001, unless the term of such Agreement
would be unilaterally extended by the Company. The Company does not
intend to take any actions of any kind with respect to such shares
which would be in violation of any Canadian government regulations
governing tax and other financial incentives which may be
available. Tirex Canada R&D Inc. was dissolved by the Quebec
government for lack of filing of annual returns. The company
can be re-established through the filing of appropriate
documentation and the payment of required government fees. It
is for this reason that we continue to list Mr. Threshie and Mr.
Muro as shareholders, but until such time as such action would be
undertaken, such share distribution has no effect.
(6)
Includes 1,250,000 shares owned in the name of Mr.
Meier’s two adult-age children.
(7)
The Series A Preferred Shares are not
dividend-bearing but have preferential rights versus the common
stock in terms of participation in residual assets in the event of
liquidation. The Series A Preferred Shares have voting rights
equal to 100 votes per share and are exercisable in all
circumstances. The Series A Preferred Shares are convertible
into common shares at the rate of five (5) common shares for each
Preferred Share.
Changes in Control
On February 26, 2001 we issued $750,000 worth of
convertible notes at an annual rate of eight percent (8%) to
certain investors. Interest payable on these notes is payable
quarterly commencing June 30, 2001. In addition, all principal and
unpaid interest due on the outstanding notes is immediately due and
payable on February 26, 2003, or earlier in the event of a default.
One of the conditions of this transaction was that we would file
with the Securities and Exchange Commission a Registration
Statement on Form SB-2 to register various securities issuable upon
the conversion of notes by a certain date and that the Registration
Statement would be effective by August 15, 2001. We failed to meet
these deadlines and the investors served a notice of default on us
on July 19, 2001. Negotiations were undertaken throughout the
remainder of Calendar 2001 and into 2002 until a Settlement
Agreement was reached on April 26, 2002. Under the terms of
the Agreement, a copy of which was previously filed, the Company
was obligated to pay down the amount owed to the Investor Group,
including interest and penalties, over a period of approximately
two years. During the time when an amount continues to be owed to
the Investor Group, the Investor Group had the right to sell up to
600,000 collateral or Rule 144 shares per month and apply the
proceeds to interest due, fees and finally to reduction of the
principle amount outstanding. As of June 30, 2005, all of the
collateral shares had been sold. As of June 30, 2005, the
Investor Group had 4,000,000 conversion shares, issued in 2003, in
their possession.
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The following is a description of transactions
during the last two fiscal years or any presently proposed
transactions to which the Company was or is to be a party, in which
the amount involved in such transaction (or series of transactions)
was $60,000 or more and which any of the following persons had
or
is to have a direct or indirect material interest:
(i) any director or executive officer of the Company; (ii) any
person who owns or has the right to acquire 5% or more of the
issued and outstanding common stock of the Company; and (iii) any
member of the immediate family of any such persons.
Pursuant to a Subscription Agreement dated February
26, 2001 we issued $750,000 of 8% convertible notes, due February
26, 2003 to three investors. Under the Subscription
Agreement, we had the option, subject to conditions, to require the
investors to purchase additional convertible put notes up to
$4,250,000. Interest only payments were due quarterly commencing
June 30, 2001, and the principal was due in one lump sum on
February 26, 2003, or upon certain events of default. The number of
shares of common stock issuable upon conversion of the convertible
notes is 15,000,000, was based on a conversion price of $0.05 per
share. The option exercise window has expired. One of the
conditions of this transaction was that we would file with the
Securities and Exchange Commission a Registration Statement on Form
SB-2 to register various securities issuable upon the conversion of
the notes by a date certain and that the Registration Statement
would be effective by August 15, 2001. We failed to meet these
deadlines and the investors served a notice of default on us on
July 19, 2001. The conversion price for the convertible notes is
the lesser of (i) 80% of the average of the three lowest closing
bid prices of the common stock for the twenty-two (22) trading days
prior to the closing date, or (ii) 80% of the average of the five
lowest closing bid prices of the common stock for the sixty (60)
trading days prior to the conversion date, as defined in the
convertible note. The maximum number of shares of common stock that
any subscriber or group of affiliated subscribers may own after
conversion at any given time is 4.99%.
During the years ended June 30, 2001 through 2008,
the Company's executive officers and certain consultants to the
Company necessarily waived cash payment of all of their salaries,
fees and/or unreimbursed expenses made by them on behalf of, and
for the account of, the Company. During fiscal 2009, the
period following the fiscal period covered by this report, shares
were issued to such directors and officers in partial payment of
accrued and unpaid salaries, expenses and fees.
ITEM 13.
EXHIBITS
FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Financial Statements
The financial statements filed as a part of this report are as
follows:
Consolidated Balance Sheet - June 30, 2008
Consolidated Statements of Operations for the years ended June 30,
2007 and 2008, and cumulative for the period from inception (July
15, 1987) to June 30, 2008
Consolidated Statements of Owners' Equity (Deficit) as at July 15,
1987 and June 30, 2001 - 2008
Consolidated Statements of Cash Flows for the years ended June 30,
2007 and 2008 and cumulative for the period from inception (July
15,1987) to June 30, 2008
Reports filed on Form 8-K
Increase common share authorization and creation of a Preferred
Share authorization.
Engagement of Moore & Associates to conduct the audit of our
books for the years ended June 30, 2004 through 2007 inclusive and
the designation of a Series A Preferred Share class.
Issuance of 3,000,000 Preferred Shares to directors and
officers
Financial Statement Schedules
Financial statements schedules have been omitted for the reason
that they are not required or are not applicable, or the required
information is shown in the financial statements or notes
thereto.
Exhibits
The exhibits filed as a part of this Report or incorporated herein
by
reference are as follows:
Exhibits Incorporated
Herein By Reference,
Exhibit No. As Filed
With Document
Indicated
| 3. |
(a) Certificate of Incorporation filed August 19,
1987 |
3(a) |
|
|
(b) Certificate of Amendment filed June 20, 1989 |
3(b) |
| |
(c) Certificate of Amendment filed March 10, 1993 |
3 |
| |
(d) Certificate of Amendment filed December 5, 1995 |
3(e) |
| |
(e) By-Laws |
3(b) |
| |
(f) Certificate of Amendment filed August 11, 1997 |
|
| |
(g) Certificate of Amendment filed February 3, 1998 |
3 |
| |
(h) Certificate of Incorporation of Tirex Acquisition Corp.,
filed with the Secretary of State of Delaware on December 15,
1997 |
3(h) |
| |
(k) Certificate of Amendment to the Certificate of
Incorporation, filed with the Secretary of State of Delaware on
July 10, 1998 |
|
Reports on 8-K
None
SIGNATURES
In accordance with Section 15(d) of the Exchange
Act of 1934, the Company has caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
| |
THE TIREX
CORPORATION |
| |
|
| |
By: /s/
JOHN L. THRESHIE,
JR. |
| |
|
| Date:
July 2, 2009 |
John L.
Threshie, Jr. |
| |
Chairman of
the Board of Directors and |
| |
Chief
Executive Officer |
In accordance with Section 15(d) of the Securities
Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Company in the capacities and on
the dates indicated.
| SIGNATURES |
TITLE
|
DATE |
| |
|
|
| Principal
Executive Officer: |
Chairman of the
Board
|
July 2,
200 9 |
|
/s/ JOHN L. THRESHIE, JR |
of Directors and
Chief
|
|
|
John L. Threshie, Jr |
Executive
Officer
|
|
| |
|
|
| |
|
|
| Principal
Financial and Accounting Officer: |
|
|
| |
|
|
|
/s/ MICHAEL D.A. ASH |
Secretary,
Treasurer,
|
July 2,
200 9 |
|
Michael D.A. Ash |
and Chief Financial
and
|
|
| |
Accounting
Officer
|
|
| |
|
|
| A Majority
of the Board of Directors: |
|
|
| |
|
|
| Principal
Executive Officer: |
Chairman of the
Board
|
July 2,
200 9 |
|
/s/ JOHN L. THRESHIE, JR |
of Directors and
Chief
|
|
|
John L. Threshie, Jr |
|
|
| |
|
|
| Henry Meier
|
Director
|
|
| |
|
|
|
/s/ LOUIS V. MURO |
Director
|
July 2,
200 9 |
|
Louis V. Muro |
|
|
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF
THE
EXCHANGE ACT BY NON-REPORTING ISSUERS
No annual report or proxy materials have been sent
to security-holders during the fiscal year ended June 30, 2008 or
the subsequent interim period. As at the date hereof, the Company
plans to furnish proxy materials relating to its annual meeting,
which is presently contemplated to be held during the current
fiscal year. All such materials will be furnished to the Commission
at the same time as they are sent to securities holders.
MOORE & ASSOCIATES,
CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of
Directors
The Tirex Corporation
(A Development Stage Company)
We have
audited the accompanying consolidated balance sheet of The Tirex
Corporation (A Development Stage Company) as of June 30, 2008, and
the related consolidated statements of operations and comprehensive
loss, stockholders' equity (deficit) and cash flows for the years
ended June 30, 2008 and 2007 and cumulative from March 26, 1993 to
June 30, 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 audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our 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
The Tirex Corporation (A Development Stage Company) as of June 30,
2008, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the years ended
June 30, 2008 and 2007 and cumulative from March 26, 1993 to June
30, 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 2 to the financial statements, the Company
incurred a net loss of $498,322 for the year ended June 30, 2008,
which raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Moore &
Associates Chartered
Moore & Associates
Chartered
Las Vegas, Nevada
October 21, 2008
2675 S.
Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)
253-7499 Fax (702} 253-7501
MOORE & ASSOCIATES,
CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the use, in the statement on Form
10KSB/A of The Tirex Corporation (A Development Stage Company) of
our report dated October 21, 2008 on our audit of the consolidated
financial statements of The Tirex Corporation as of June 30, 2008,
and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years ended
June 30, 2008 and 2007 and cumulative from March 26, 1993 to June
30, 2008.
/s/ Moore & Associates Chartered
Moore & Associates Chartered
Las Vegas, Nevada
July 1, 2009
6490 West Desert Inn Road, Las Vegas, NV 89146
(702) 253-7499 Fax (702)253-7501
MOORE & ASSOCIATES,
CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
July 1, 2009
The Tirex Corporation
2711
Centerville Road Suite 400
Wilmington, DE 19808
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, requires
that we disclose to you in writing, at least annually all
relationships between our firm and its related entities and your
company and its related entities that in our professional judgment
may reasonably be thought to bear on independence.
The following is a description of such
relationships of which we are aware that are relevant to our audits
of the Company's financial statements and internal control over
financial reporting for the years ending June 30, 2008.
We are not aware of any such
relationships.
We confirm that we are independent of the
Company within the meaning of the federal securities laws
administered by the Securities and Exchange Commission.
As further required by Standard No. 1, we will
be pleased to discuss our independence with respect to the Company
at your convenience.
This letter is intended solely for use by you
and other members of the Board of Directors in your consideration
of our independence as auditors, and should not be used for any
other purpose.
Very truly yours,
/s/ Moore & Associates Chartered
Moore & Associates Chartered
Las Vegas, Nevada
6490 West Desert Inn Road, Las Vegas, NV 89146
(702) 253-7499 Fax (702)253-7501
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
October 21, 2008
The Tirex Corporation
2711
Centerville Road Suite 400
Wilmington, DE
19808
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, requires
that we disclose to you in writing, at least annually all
relationships between our firm and its related entities and your
company and its related entities that in our professional judgment
may reasonably be thought to bear on independence.
The following is a description of such
relationships of which we are aware that are relevant to our audits
of the Company's financial statements and internal control over
financial reporting for the years ending June 30, 2008.
We are not aware of any such relationships.
We confirm that we are independent of the
Company within the meaning of the federal securities laws
administered by the Securities and Exchange Commission.
As further required by Standard No. 1, we will
be pleased to discuss our independence with respect to the Company
at your convenience.
This letter is intended solely for use by you
and other members of the Board of Directors in your consideration
of our independence as auditors, and should not be used for any
other purpose.
Very truly yours,
/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
2675 S. Jones Blvd. Suite 109, Las Vegas,
NV 89146 (702) 253-7499 Fax (702} 253-7501
MOORE & ASSOCIATES,
CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
October 21, 2008
To the Board of Directors of The Tirex
Corporation.
We have audited the financial statements of The
Tirex Corporation for the years ended June 30, 2008, and have
issued our reports thereon dated October 21, 2008. Professional
standards require that we provide you with the following
information related to our audit.
Our Responsibility under Public Company
Accounting Oversight Board Standards
As stated in our engagement letter dated October
14, 2008, our responsibility, as described by professional
standards, is to plan and perform our audit to obtain reasonable,
but not absolute, assurance that the financial statements are free
of material misstatement and are fairly presented in accordance
with U.S. generally accepted accounting principles. Because an
audit is designed to provide reasonable, but not absolute,
assurance and because we did not perform a detailed examination of
all transactions, there is a risk that material misstatements may
exist and not be detected by us.
Critical Accounting Policies and Practices
Management is responsible for the selection and
use of appropriate accounting policies. In accordance with the
terms of our engagement letter, we will advise management about the
appropriateness of accounting policies and their application. The
critical accounting policies used by The Tirex Corporation are
described in Notes 1 to the financial statements for the years
ended 2008. No new accounting policies were adopted and the
application of existing policies was not changed during 2008. We
noted no transactions entered into by the Company during the year
that were both critical and unusual, and of which, under
professional standards, we are required to inform you, or
transactions for which there is a lack of authoritative guidance or
consensus.
Quality of the Company's Accounting
Principles
Management is responsible not only for the
appropriateness of the accounting policies and practices, but also
for the quality of such policies and practices. The quality
includes the consistency of the accounting policies and their
application, the clarity and completeness of the financial
statements, and includes items that have a significant impact on
the representational faithfulness, verifiabi!ity, and neutrality of
the accounting Information included in the financial
statements.
Management's Judgments and Accounting
Estimates
Accounting estimates are an Integral part of the
financial statements prepared by management and are based on
management's knowledge and experience about past and current events
and assumptions about future events. Certain accounting estimates
are particularly sensitive because of their significance to the
financial statements and because of the possibility that future
events affecting them may differ significantly from those
expected.
Audit Adjustments
For purposes of this letter, professional
standards define an audit adjustment as a proposed correction of
the financial statements that, in our judgment, may not have been
detected except through our auditing procedures. An audit
adjustment may or may not indicate matters that could have a
significant effect on the Company's financial reporting process
(that is, cause future financial statements to be materially
misstated), in our judgment, none of the adjustments we proposed,
whether recorded or unrecorded by the Company, either individually
or in the aggregate, indicate matters that could have a significant
effect on the Company's financial reporting process.
2675 S. Jones Blvd. Suite 109, Las Vegas,
NV 89146 (702) 253-7499 Fax (702} 253-7501
Disagreements with Management
For purposes of this letter, professional
standards define a disagreement with management as a matter,
whether or not resolved to our satisfaction, concerning a financial
accounting, reporting, or auditing matter that could be significant
to the financial statements or the auditor's report. We are pleased
to report that no such disagreements arose during the course of our
audit.
Consultations with Other independent
Accountants
In some cases, management may decide to consult
with other accountants about auditing and accounting matters,
similar to obtaining a "second opinion" on certain situations. If a
consultation involves application of an accounting principle to the
Company's financial statements or a determination of the type of
auditor's opinion that may be expressed on those statements, our
professional standards require the consulting accountant to check
with us to determine that the consultant has all the relevant
facts. To our knowledge, there were no such consultations with
other accountants.
Issues Discussed Prior to Retention of
Independent Auditors
We generally discuss a variety of matters,
including the application of accounting principles and auditing
standards, with management each year prior to retention as the
Company's auditors. However, these discussions occurred in the
normal course of our professional relationship and our responses
were not a condition to our retention.
Difficulties Encountered in Performing the
Audit
We encountered no significant difficulties in
dealing with management in performing and completing our audit
.
Our audited financial statements are included in
the Company's annual report. Our responsibility for the other
information contained in the annual report does not extend beyond
the financial information identified in our audit report. We do not
have an obligation to perform any procedures to corroborate the
other information contained in the annual report. However, we read
the other information and considered whether such information, or
the manner of its presentation, was materially inconsistent with
information, or the manner of its presentation, appearing in the
financial statements. Nothing carne to our attention that caused us
to believe that such information, or its manner of presentation,
was materially inconsistent with the information, or manner of its
presentation, appearing in the financial statements.
This information is intended solely for the use
of the Audit Committee, Board of Directors, and management of The
Tirex Corporation and is not intended to be and should not be used
by anyone other than these specified parties.
Very truly yours,
/s/ Moore & Associates, Chartered
Moore & Associates, Chartered
Las Vegas, Nevada
2675 S. Jones Blvd. Suite 109, Las Vegas,
NV 89146 (702) 253-7499 Fax (702} 253-7501
THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2008
| |
|
June 30, |
|
| |
|
2008 |
|
|
|
|
|
|
| ASSETS |
| |
|
|
|
| Current
Assets |
|
|
|
|
Cash and cash equivalents
|
$ |
- |
|
|
Accounts receivable
|
|
- |
|
|
Notes receivable
|
|
- |
|
|
Inventory
|
|
- |
|
|
Research and Experimental Development
tax credits receivable
|
|
- |
|
| Total Current
Assets |
|
- |
|
| |
|
|
|
| Property and
equipment |
|
25,000 |
|
| |
|
|
|
| Other assets |
|
|
|
|
Patents
|
|
1 |
|
|
Investment, at cost
|
|
- |
|
| Total Other
Assets |
|
1 |
|
| |
|
|
|
| |
|
|
|
| Total Assets |
$ |
25,001 |
|
| |
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT )
|
| |
| Current
Liabilities |
|
|
|
|
Accounts payable and accrued
liabilties
|
$ |
1,478,922 |
|
|
Current portion of long-term debt
|
|
- |
|
| Total Current
Liabilities |
|
1,478,922 |
|
| |
|
|
|
| Other
liabilities |
|
|
|
|
Long-term deposits and convertible
notes
|
|
306,000 |
|
|
Government loans (net of current)
|
|
- |
|
|
Capital lease obligations (net of
current)
|
|
- |
|
|
Convertible notes
|
|
399,389 |
|
|
Convertible notes
|
|
185,556 |
|
|
Convertible loans
|
|
2,756,216 |
|
| Total Other
Liabilities |
|
3,647,161 |
|
| |
|
|
|
| Total
Liabilities |
|
5,126,083 |
|
| |
|
|
|
| Stockholders'
Equity (Deficit) |
|
|
|
|
Common stock, $.001 par value,
authorized
|
|
|
|
|
1,000,000,000 shares, issued and
outstanding
|
|
|
|
|
291,995,892 shares (June 30, 2007 -
249,895,892 shares)
|
|
291,996 |
|
|
Preferred stock, $.005 par value,
authorized
|
|
- |
|
|
3,000,000 Series A shares, issued and
outstanding
|
|
- |
|
|
3,000,000 Series A shares (June 30,
2007 - 0 shares)
|
|
15,000 |
|
|
Additional paid-in capital
|
|
25,255,619 |
|
| Deficit accumulated
during the development stage |
|
(30,058,456 |
) |
| Unrealized gain
(loss) on foreign exchange |
|
(605,240 |
) |
| |
|
(5,101,082 |
) |
| |
|
|
|
| Total Liabilities
and Stockholders' Equity (Deficit) |
|
25,001 |
|
See Notes to Consolidated
Financial Statements
THE TIREX
CORPORATION
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS
| |
|
Twelve months
ended |
|
|
Cumulative from |
|
| |
|
June 30 |
|
|
March 26, 1993 to |
|
| |
|
2008 |
|
|
2007 |
|
|
June 30, 2008 |
|
| Revenues |
$ |
- |
|
$ |
- |
|
$ |
1,354,088 |
|
| Cost of Sales |
|
- |
|
|
- |
|
|
1,031,075 |
|
| Gross profit |
|
- |
|
|
- |
|
|
323,013 |
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
451,527 |
|
|
409,054 |
|
|
13,861,847 |
|
|
Depreciation and amortization
|
|
- |
|
|
- |
|
|
365,545 |
|
| Research and development |
|
- |
|
|
- |
|
|
15,396,966 |
|
| |
|
|
|
|
|
|
|
|
|
| Total Expense |
|
451,527 |
|
|
409,054 |
|
|
29,624,358 |
|
| |
|
|
|
|
|
|
|
|
|
| Income (loss) before other
expenses |
|
(451,527 |
) |
|
(409,054 |
) |
|
(29,301,345 |
) |
| |
|
|
|
|
|
|
|
|
|
| Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
46,795 |
|
|
46,795 |
|
|
1,039,173 |
|
|
Interest income
|
|
- |
|
|
- |
|
|
(45,443 |
) |
|
Income from stock options
|
|
- |
|
|
- |
|
|
(10,855 |
) |
|
Gain from extinguishment of debt
|
|
- |
|
|
- |
|
|
(1,047,921 |
) |
|
Loss on disposal of equipment
|
|
- |
|
|
- |
|
|
4,549 |
|
| |
|
|
|
|
|
|
|
|
|
| Total Other expenses (income) |
|
46,795 |
|
|
46,795 |
|
|
(60,497 |
) |
| |
|
|
|
|
|
|
|
|
|
| Provision
for income taxes |
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
| Net income
(loss) |
|
(498,322 |
) |
|
(455,849 |
) |
|
(29,240,848 |
) |
| |
|
|
|
|
|
|
|
|
|
| Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Loss (gain) on foreign exchange
|
|
- |
|
|
- |
|
|
106,137 |
|
| |
|
|
|
|
|
|
|
|
|
| Net income
(loss) and comprehensive loss |
$ |
(498,322 |
) |
$ |
(455,849 |
) |
$ |
(29,346,985 |
) |
| |
|
|
|
|
|
|
|
|
|
| Basic and
Diluted net loss and comprehensive |
|
|
|
|
|
|
|
|
|
|
loss per common share
|
$ |
(0.00 |
) |
$ |
(0.00 |
) |
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Weighted
average shares of common |
|
|
|
|
|
|
|
|
|
|
stock outstanding
|
|
260,363,378 |
|
|
249,895,892 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
See Notes to Consolidated
Financial Statements
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY (DEFICIT)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Unrealized |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
During |
|
|
gain
(loss) |
|
|
Total |
|
| |
|
Common Stock |
|
|
Preferred Stock |
|
|
Paid-in |
|
|
Developmental |
|
|
on
foreign |
|
|
Stockholders' |
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Stage |
|
|
exchange |
|
|
Equity (Deficit) |
|
| Balance June 30, 1992 |
|
3,383,050 |
|
|
3,383 |
|
|
- |
|
|
- |
|
|
194,980 |
|
|
(1,057,356 |
) |
$ |
- |
|
|
(858,993 |
) |
| Stock issued for
reorganization |
|
18,650,000 |
|
|
18,650 |
|
|
|
|
|
|
|
|
76,155 |
|
|
|
|
|
|
|
|
94,805 |
|
| Stock issued for services |
|
100,000 |
|
|
100 |
|
|
|
|
|
|
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued in exchange for Warrants |
|
363,656 |
|
|
364 |
|
|
|
|
|
|
|
|
(364 |
) |
|
|
|
|
|
|
|
|
|
| Forgiveness of
debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
728,023 |
|
|
|
|
|
|
|
|
728,023 |
|
| Net loss and comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loss for the
year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165,296 |
) |
|
|
|
|
(165,296 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance June 30, 1993 |
|
22,496,706 |
|
|
22,497 |
|
|
- |
|
|
- |
|
|
998,694 |
|
|
(1,222,652 |
) |
|
- |
|
|
(201,461 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued for services |
|
100,000 |
|
|
100 |
|
|
|
|
|
|
|
|
(100 |
) |
|
|
|
|
|
|
|
- |
|
| Exchange for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
149,170 |
|
|
|
|
|
|
|
|
149,170 |
|
| Payments received for stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
previously
issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237,430 |
|
|
|
|
|
|
|
|
237,430 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE TIREX
CORPORATION
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
| |
|
Twelve months ended |
|
|
Cumulative from |
|
| |
|
June 30 |
|
|
March
26, 1993 to |
|
| |
|
2008 |
|
|
2007 |
|
|
June 30, 2008 |
|
| |
|
|
|
|
|
|
|
|
|
| Cash flows from
operating activities: |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Net loss |
$ |
(498,322 |
) |
$ |
(455,849 |
) |
$ |
(29,346,985 |
) |
| |
|
|
|
|
|
|
|
|
|
| Adjustments to
reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
- |
|
|
- |
|
|
389,304 |
|
| (Gain) loss on
disposal and abandonment of assets |
|
- |
|
|
- |
|
|
2,005,498 |
|
| Stock issued in exchange for
interest |
|
- |
|
|
- |
|
|
169,142 |
|
| Stock issued in
exchange for services and expenses |
|
- |
|
|
- |
|
|
10,574,972 |
|
| Stock options issued in exchange for
services |
|
- |
|
|
- |
|
|
3,083,390 |
|
| Unrealized (loss)
gain on foreign exchange |
|
(6,163 |
) |
|
(44,174 |
) |
|
(605,240 |
) |
| Other non-cash items |
|
495,196 |
|
|
358,500 |
|
|
914,914 |
|
| |
|
|
|
|
|
|
|
|
|
| Changes in assets
and liabilities: |
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in:
|
|
|
|
|
|
|
|
|
|
|
Account receivable
|
|
- |
|
|
- |
|
|
- |
|
|
Inventory
|
|
- |
|
|
- |
|
|
(73,323 |
) |
|
Sales tax receivable
|
|
- |
|
|
- |
|
|
(36 |
) |
|
Research and experimental development
tax credits receivable
|
|
- |
|
|
- |
|
|
- |
|
|
Other assets
|
|
- |
|
|
- |
|
|
(10,120 |
) |
|
(Decrease) increase in :
|
|
|
|
|
|
|
|
|
|
|
Accounts payables and accrued
liabilities
|
|
(115,711 |
) |
|
(37,477 |
) |
|
2,017,466 |
|
|
Accrued salaries
|
|
125,000 |
|
|
125,000 |
|
|
823,152 |
|
|
Due to stockholders
|
|
- |
|
|
- |
|
|
5,000 |
|
| |
|
|
|
|
|
|
|
|
|
| Net cash used in operating
activities |
|
- |
|
|
(54,000 |
) |
|
(10,052,866 |
) |
| |
|
|
|
|
|
|
|
|
|
| Cash flow from
investing activities: |
|
|
|
|
|
|
|
|
|
|
Increase in notes receivable
|
|
- |
|
|
- |
|
|
(259,358 |
) |
|
Reduction in notes receivable
|
|
- |
|
|
- |
|
|
237,652 |
|
|
Investment
|
|
- |
|
|
- |
|
|
(89,500 |
) |
|
Equipment
|
|
- |
|
|
- |
|
|
(321,567 |
) |
|
Equipment assembly costs
|
|
- |
|
|
- |
|
|
(1,999,801 |
) |
|
Organization cost
|
|
- |
|
|
- |
|
|
6,700 |
|
|
Reduction in security deposit
|
|
- |
|
|
- |
|
|
(1,542 |
) |
| |
|
|
|
|
|
|
|
|
|
| Net cash used in
investing activities |
|
- |
|
|
- |
|
|
(2,427,416 |
) |
| |
|
|
|
|
|
|
|
|
|
| Cash flow from financing
activities: |
|
|
|
|
|
|
|
|
|
|
Loans from related parties
|
|
|
|
|
|
|
|
4,354,835 |
|
|
Deferred financing costs
|
|
- |
|
|
- |
|
|
180,557 |
|
|
Proceeds from deposits
|
|
- |
|
|
- |
|
|
143,500 |
|
|
Payments on notes payable
|
|
- |
|
|
- |
|
|
(409,939 |
) |
|
Proceeds from convertible notes
|
|
- |
|
|
- |
|
|
754,999 |
|
|
Proceeds from notes payable
|
|
- |
|
|
54,000 |
|
|
524,639 |
|
|
Payments on lease obligations
|
|
- |
|
|
- |
|
|
(86,380 |
) |
|
Proceeds from issuance of convertible
subordinated debentures
|
|
- |
|
|
- |
|
|
1,035,000 |
|
|
Proceeds from loan payable
|
|
- |
|
|
- |
|
|
591,619 |
|
|
Payments on loan payable
|
|
- |
|
|
- |
|
|
(488,439 |
) |
|
Proceeds from issuance of stock
options
|
|
- |
|
|
- |
|
|
20,000 |
|
|
Proceeds from grants
|
|
- |
|
|
- |
|
|
3,628,277 |
|
|
Proceeds from issuance of common
stock
|
|
- |
|
|
- |
|
|
85,582 |
|
|
Proceeds from additional paid-in
capital
|
|
- |
|
|
- |
|
|
2,145,775 |
|
| |
|
|
|
|
|
|
|
|
|
| Net cash provided by
financing activities |
|
- |
|
|
54,000 |
|
|
12,480,025 |
|
| |
|
|
|
|
|
|
|
|
|
| Net (decrease) increase in cash and
cash equivalents |
|
- |
|
|
- |
|
|
(257 |
) |
| |
|
|
|
|
|
|
|
|
|
| Cash and cash
equivalents - beginning of period |
|
- |
|
|
- |
|
|
257 |
|
| |
|
|
|
|
|
|
|
|
|
| Cash and
cash equivalents - end of period |
$ |
- |
|
$ |
- |
|
$ |
- |
|
See Notes to Consolidated Financial Statements
THE TIREX
CORPORATION
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
|
Twelve Months ended
June 30
|
|
|
Cumulative from
March 26, 1993 to
June 30, 2008
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
Supplemental Disclosure of
Non-Cash Activities:
During the year ended June 30, 2008, the Company did not issue
common stock
in recognition of the payment of debt. During the year ended June
30, 2007, the
Company did not issue common stock in recognition of the payment of
debt.
During the year ended June 30,
2008, the Company issued 42,100,000 common shares
in exchange for services performed. During the year ended June 30,
2007, the
Company did not issue common stock in exchange for services
performed.
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
$ |
- |
|
$ |
- |
|
$ |
232,748 |
|
|
Income taxes paid |
$ |
- |
|
$ |
- |
|
$ |
- |
|
See Notes to Consolidated Financial Statements
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