UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2008
The Tirex Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 33-17598-NY | 22-2824362 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
|
P.O. Box 1000 |
| (Mailing Address) |
| (203) 522-3247 |
|
Registrant’s telephone number, including area code |
1307
Ste-Catherine Street West
Montreal, Quebec, Canada
H3G 2V9
(Former Address)
Former Telephone Number:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))w
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 3–Securities and Trading Markets Item 3.03 Material Modification to
Rights of Security Holders For a description of the material modification to the rights
of security holders, please refer to Item 5.03. Section 4— Changes in Registrant’s Certifying Accountant
Item 4.01 (b) – Engagement of new Certifying Accountant
On May 14, 2008, the Registrant engaged Moore
& Associates, Chartered Accountants and Advisors, PCAOB Registered, based in Las
Vegas, Nevada to audit the Registrant’s financial statements for the fiscal
years ended June 30, 2004, 2005, 2006 and 2007. With the completion of the
audits, the Registrant intends to file amended 10-KSB documents for the fiscal
years in question, or such other documents as may be required to bring the
original filings into compliance with reporting requirements. The engagement of
Moore & Associates was approved by the Registrant’s Board of Directors
("Board"). Section 5–Changes in Control of Registrant Item 5.03 Amendments to Articles of
Incorporation or Bylaws On May 12, 2008, the Registrant’s Board passed
a resolution approving of : i) the form, terms and provisions of the amended
Certificate of Designation ("Amended Certificate") of Series A Preferred Stock
("Series A Preferred Stock") and ii) the filing of the Amended Certificate with
the State of Delaware. The Amended Certificate authorizes the issuance of up to
three million (3,000,000) shares of Series A Preferred Stock, an increase from
the one million (1,000,000) shares of Series A Preferred Stock that were
authorized to be issued in the Certificate of Designation of Series A Preferred
Stock (the "Certificate of Designation") filed with the State of Delaware on
February 11, 2008. All other terms of the Certificate of Designation remain the
same. Item 9.01(d) Financial Statements and Exhibits The following exhibits are filed as part of this report:
Amended Certificate of
Designation of Series A Preferred Stock
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| THE TIREX CORPORATION | ||
| (Registrant) | ||
| Date: May 16, 2008 | /s/ John L. Threshie Jr. | |
| John L. Threshie Jr. | ||
| President | ||
EXHIBIT INDEX
| Exhibit | Description |
| Amended Certificate of Designation of Series A Preferred Stock | |