UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIRE DERIVED PRODUCTS, INC.
Name of small business issuer in its charter)
NEVADA 5093 75-280 5816
--------------------- ---------- -------------
State or jurisdiction primary I.R.S.EIN no)
Of incorporation or standard
Organization classification no.
2845 Cedar Street, Abilene, Texas 79601 915 676 5226
Address and Telephone Number Of Principal Executive Offices
2845 Cedar Street, Abilene, Texas 79601 915 676 5226
(Address and Telephone Number Of Business
Albert Pittman, 2845 Cedar Street, Abilene, Texas 915 676 5226
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public:
As soon as practicable after this registration statement
Becomes effective.
CALCULATION OF REGISTRATION FEE
Title of each class of Securities Dollar amount to be
To be registered: Registered.
Common $3,000,000
Proposed Maxim offering Proposed Maxim Aggregate
Price per unit. Offering price.
$10.00 $3,000,000
Amount of Registration Fee: $794.00
The registrant hereby amends this registration statement on
such Date or dates as may be necessary to delay its effective date
until The registrant shall file a further amendment which
specifically States that this registration statement shall thereafter
become Effective in accordance with section 8(a) of the securities
act of 1933 as amended or until the Registration Statement shall
become Effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a) may determine.
SUBJECT TO COMPLETION
300,000 Units
TIRE DERIVED PRODUCTS, INC
Each unit consists of one Share of Common Stock
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK, SEE RISK FACTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE
THIS OFFERING IS MADE ON A BEST EFFORTS BASIS.
SEE BEST EFFORTS STATEMENT.
Underwriting Proceeds to
Discounts and Issuer or
Price To Public Commissions other persons
Per Unit $10.00 $.50 per share $9.50 per share
300,000 UNITS
Total $3,000,000 $.50 ea $2,850.000.00
$150,000.00
150,000 units at
Total Minimum .50 ea $1,424,500.00
$75,500.00
$1,500,000 See Dilution
Total Maximum
$3,000,000.00 $ 150,000.00 $2,850,000.00
SEE FOOT NOTE.BACK SIDE OF PAGE
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS
MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
LEVELS, WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET SUCH STABILIZING, IF COMMENCED, MAY BE
DISCOUNTED AT ANY TIME.
The Original Date of this Prospectus is
FOOTNOTES
1.Registration fee_____________ $ 794.00
2.Printing and Engraving_______ $ 450.00
3.Legal________________________$1,000.00
4.Accounting___________________$1,000.00
5.State Fees __________________ $ 225.00
6.NASDA-------------------------$ 200.00
TOTAL $3,669.00
BEST EFFORTS STATEMENT
These securities are being offered on a Best EFFORTS BASIS.
From the date of this prospectus and for a period of 90 days.
Which 90-day period may be extended in increments of a
additional period of 90 days each period.
IF all of the units are not sold within the first 90 day period
THERE IS NO ASSURANCE THAT ANY OR ALL OF THE UNITS WILL BE SOLD.
Pending the sale of the best efforts of the units, the
proceeds will be deposited in a interest bearing escrow
account. If there are not sufficient units sold
funds that equal one fourth of the amount needed to
construct one plant, approximately ($750.000) SEE USE OF
PROCCEDS, Page 7,the principal funds received from subscribers
will be promptly returned to subscribers without interest
thereon or deductions there from.
The company has made arrangements with a financial institution
that will finance the plant if the company will deposit 1/4 of
the funds required to build one plant. ($750,000) with the
institution to be used as a down payment,the institution will
finance the remaining balance.
This will assures to subscribers of the securities that if all
of the funds that are required to build a plant ($3,000,000)
are not obtained through the offering, A plant will be built.
SEE MANAGEMENT DISCUSSIONS PAGE 18 ALSO PROJECTIONS PAGE12.
REPORTS TO SECURITY HOLDERS
At the end of each fiscal year annual reports will be sent to
the Security holders.
The report will include audited financial statements, quarterly
reports containing unaudited financial statements and such other
periodic reports as the company may determine to be appropriate
or as required by law. The company will provide without charge
to each person upon written or oral request of such person,
a copy of any of the information that was incorporated by
reference in the Prospectus.
The information may be obtained by writing to Tire Derived
Products, 2845 Cedar, Abilene, Texas 79601, or by phone to
area code 915 675 6146 Mike Mc Donald Vice President.
THE COMPANY
ORGANIZED: JANUARY 1994
INCORPORATED: SEPTEMBER 1994
PURPOSES: TO CONSTRUCT AND OPERATE TIRE PYROLYSIS PLANTS.
LOCATION: THE Company plans to build several plants throughout the
State Of Texas. The first plant in the Austin-San Antonio Area.
The second in the Ft Worth, Dallas Metroplex area.
PHILOSOPHY: The philosophy of the company and its operating
team is Find the need and fill it. To Measure twice and cut once.
ENVIRONMENTAL: The company is responding to the demand of the
public local state and federal government for a clean environment
by providing a method for disposal of waste tires.
OPPORUNITY
The Company sees this as the window of opportunity and is acting now.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements (including notes appearing
elsewhere in this Prospectus.)
The Company: TIRE DERIVED PRODUCTS INC.
BUSINESS: The Company through pyrolysis recycles waste tire materials to
A useful market product of oil, carbonblack, steel, and methane gas.
Securities offered. 300,000 shares of the companies
$.001 par value Common Stock
Use of Proceeds: The funds from this offering will be used to
purchase the Chemical, Engineering, Technologies, all of which are
proprietary and the peripheral equipment, land, lab equipment,
scales, buildings necessary to operate a tire pyrolysis plant.
Also for general working capital.
SEE USE OF PROCEEDS.PAGE SEVEN A.
RISK FACTORS
Item Three
An investment in the Securities offered hereby involves a High
Degree of Risk, Including, but not limited to, the Risk
Factors described below. Prospective investors should
carefully consider the following Risk Factors inherent in and
affecting the business of the Company and this offering before
making an investment decision.
1.UNCERTAINTY OF THE MARKET FOR THE BY-PRODUCTS (CARBON BLACK
METHANE GAS, OIL, STEEL)
At the present time steel is the only product that has a
certain market, as steel as always in demand and can be
readily sold at the local scrap yards at the prevailing rate,
which does fluctuate in price from time to time. Markets do
exist.
For the other by products however management has not been able
to obtain contracts at this time for these products. Except on
an as needed basis.
2.DEPENDENCE ON SIGNIFICANT CUSTOMERS.
The entire product line of the company is one product and that
product being tire chips. The chips are obtained from
shredders throughout the State of Texas. The success of the
plant is dependent on the supply of tire chips to the plant on
a regular basis for processing.
3.Government REGULATIONS.
EVEN THOUGHTHE PLANT MEETS and exceeds Air Quality Standards
set forth by most States,there is the possibility of new
regulations being adopted by the government that may have a
effect on the output of the plants production.
4.RELIANCE ON KEY EMPLOYEES.
FOR the first year, the company will rely on the expertise of
the operation group to operate the plant. As this operation
phase is underway Management and its team will be in a Job
training mode to learn the operations of the plant. The first
year of operation the operating group will be relied upon
heavily and if the service of the group were lost the loss
could adversely affect the company. SEE OPERATING GROUP.
5.MAJORITY OF RISK TO THE PYBLIC.
IF ALL OF THE SHARES OFFERED ARE SOLD, THE PRESENT share
holders will own 30% of the outstanding share of the company.
At that time the public investors will own 70% of the
outstanding shares of the company. Thus, the majority OF THE
FINANCIAL RISK OF THE COMPANY PROPOSED BUSINESS WILL BE TAKEN
BY THE INVESTING PUBLIC. SEE DILUTION PAGE 6 6A
ITEM 3 RISK FACTORS
DETERMINATION OF THE OFFERING PRICE.
PRIOR TO THIS OFFERING THERE has been no public market for the
Securities and there is no assurance that an active public
market for the securities will develop or continue after the
offering. The initial public offering price of the Securities
have been determined by the Company based upon several factors
and do not necessarily bear any relationship to the Companies,
asset, book value results of operations or any other generally
accepted criteria of value should not be regarded as indicative
of the intrinsic or market value of the Securities. The trading
prices of the Securities could be subject to wide fluctuations
in response to quarterly variations in operating results.
Announcements of material business events by the Company or its
Competiiors, significant fluctuations in the price of the by
products and other event or factors. In addition the stock market
has experienced extreme price and volume fluctuations, which
have particularly affected the market price of many companies.
The broad market fluctuations may adversely affect the market
prices of the Securities.
THE PENNY STOCK REFORM ACT OF 1990(PSRA).
The Securities offered by this company may or may not be classified
As a Penny Stock Security. Potential Subscribers to these securities
Are PUT ON ALERT that rule 15c2-6 redesignated as Rule 15g-9 of the
Securities Act may have IMPEDIMENTS that may effect and or have a
Limiting effect of potential subscribers to securities classified as
A Penny Stock to RESALE their securities. Regardless of the
Classification of this companies securities. This company as a common
Courteous and with the intent to future educate potential subscriber
To securities of any classification, will provide all subscribers to
This companies securities. The Risk Disclosure Document
(Rule 15g-2)
The Agreement to Purchase, Customer Suitable Statement,
(Rule 15g-9)(Rule 15c2-6).
Further information in regards to penny stock. See Exhibits.
page36
Authorizations and Discretionary Issuance of Preferred Stock.
The Company's Certificate of Incorporation authorizes the issuance of
"Blank check" preferred stock with such designations, rights and
Preference as may be determined from time to time by the Board of
Directors. According, the Board of director is empowered, without
Shareholder approval, to issue preferred stock with dividend
Liquidation, conversion, voting or other rights, which could
Adversely affect the voting power or other rights of the
holder of The Company Common Stock. In the event of issuance,
the preferredstock could be utilized;, under certain circumstances,
as a method of Discouraging, delaying or preventing a change
in control; of the Company, which could have the effect of
discouraging bids for the Company and, thereby preventing
stockholders from receiving theMaximum value for their shares.
Although the Company has no presentintentions to issue ant shares
of its preferred stock, there can be an Assurance that the Company
will not do so in the future. See Description of Securities.
ITEM 3 RISK FACTORS
NO DIVIDENDS:
9.Management does not anticipate the payment of any dividends in the
immediate future.Immediate Future being described within Two years
from the date of this offering, however this could change if the
Earnings for the company are greater than management anticipations
For the first two years of operations.
ITEM 4 USE OF PROCEEDS
The funds will be used to purchase the technologies and
equipment necessary for the construction of a tire pryolysis
plant and the location. The equipment and technologies will be
purchased through`TIRENERGY 116 Male Street WINDGAP
PENNSYVALINA 18091 Phone 610 863 6159
The Contact person is Mr. KEN ROBERTSON has developed advanced
technology that will allow the extraction of a greater percent
of oil, Carbonblack from each tire and with the use of all
gases produced by the plant. This will increases the
efficiency of the plant which results in more profit. The net
proceeds to the company from the sale of the units offered are
expected to be $2,850,000,after deducting selling commission
and expenses and other costs of the Offering estimated to be $
150,000.00 SEE DILUTION PAGE 6. The company intends to use the
net proceeds of this offering as follows.
Example of Funding Requirements For a 3ton per hour Plant
$4.3 Million dollars, Percent of Total: 68.25%
4.3 Million for each 3 Ton/hr reactor, the proprietary
technologies, research and development and the peripheral
equipment required for tire pryolysis.
One Million Five Hundred Thousand Dollars, ($1.5 Million each
site) Percent of Total: 23.81 For the purchase of site
locations, lab equipment weight scales, rolling stock, site
improvements, oil refinement, equipment, etc.
Operating Capital: $500,000 Percent of Total 7.93%
($500,000.00 each site)
All of these items have the same priority, for without one the
other will not function. All of the funds raised from this
offering will be for the purposes stated above. If all of the
securities are not sold, 1,400,000, 0NE- ONE Ton Per Hour Per PLANT
This offering is for funds to build One One Ton Per Hour Plant.
If only (750,000) units are sold, 1/4 of the amount necessary
to build one one ton plant per hour plant ($3,000,000)
Management will use these proceeds minus the brokers discount
50cents per share ($150,000) to make a down payment on the
plant and finance the remaining $2,250,000 at 10% per annum
for 10 years with a yearly payment of $777,83960.This plan
with the debt service will have a potential of a first year
dividend. SEE PROJECTIONS: tem 2.page 24. A1so, See
Alternate Plan under Management Opinion, page 20.
In regard to the use of proceeds from this offering, the
company is aware of and will comply with Reg 230.463, (Form
SR) 228,512, (3), of the Act.
DIVIDENED STAEMENT
The company, being a newly organized company, has not obtained
sufficient financial operating history to pay a dividend. The
payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the
Company's earnings, its capital requirements and financial
condition, and other relevant factors. The company does
anticipate paying dividends in the foreseeable future.
SEE PROJECTIONS.
Item 5 DETERMINATION OF OFFERING PRICE
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE
SECURITIES AND THERE IS NO ASSURANCE THAT active PUBLIC MARKET FOR
THE SECURITIES WILL DEVELOP OR CONTINUE AFTER OFFERING.THE FACTORS
THAT MANAGEMENT USED IN DETERMINING THE OFFERING PRICE ARE THE AMOUNT
OF FUNDS REQUIRES TO PURCHASE THE NECESSARY EQUIPMENTAND
TECHNOLOGIES AND THE PHERIPHERAL ITEMS TO CONSTRUCT AND OPERATE TWO
PYROLYSIS PLANTS.
The price of each share has been determined by public.
Which IS ACCEPTABLE BY THE PUBLIC AND BY THE PRICE OF SECURITIES
OFFERED IN THE MARKET PLACE AND THE POSITIVE ATTITUDE OF THE
PUBLIC TOWARD SHARES IN THIS PRICE RANGE.
ITEM 6 DILUTION
At the time of this offering the company has no Market Makers,
Brokers, Dealers or Underwriters.
Management does anticipate in the very near future employment of
these services.
Management therefore will set aside 50 cents per share to be
paid for these services or the equivalent of $150,000 (300,000
units x 50 cents per share).
If all shares are sold, the company will receive proceeds of
$2,850,000, after the Brokers discount. In that event, there
will be 330,000 outstanding shares, having a net book value of $ 8.63
per Share. Divide $2,850,000 by 330,000 shares outstanding.
$10 per share, paid by the public this equals a dilution
of$1.37 per share paid by the public.
The following graph illustrates the comparative securities
ownership if all the securities are sold.
Public investors in this offering will own 300,000 shares for which
they have paid an aggregate of 2,850,000 dollars. 90%
Present shareholders will own 30,000 shares (for which they
will have paid in an aggregate of cash and services of $30,000 5%
In the event, only the minimum $1,500,000 is raised from the
offering, (150,000 shares sold). ($10 per share) 50 cents per
share will be set aside for Underwriting fees. Management will
reduced its shares From 30,000 shares to 15,000 shares.
Management will then own 5% of the issued and outstanding shares.
The Public Will own (90%) of the issued and outstanding shares.
This will leave a balance of $1,424,000, after brokers
discount which will be used as a down payment on the plant.
SEE PROJECTIONS, PAGE 24 MANAGEMENT DISCUSSION, PAGE 19A
DILUTION PAGE 6A
Item 7 SELLING SECURITY HOLDERS
THERE ARE NO SELLING SECURITY HOLDER IN THIS OFFERING
ITEM 8 PLAN OF DISTRIBUTION.
THE SECURITIES WILL BE OFFERED ON A BEST EFFORTS BASIS.
THE SECURITIES WILL BE OFFERED TO THE PUBLIC BY MANAGEMENT, UNTIL
BROKERS, DEALERS, UNDERWRITERS CAN BE OBTAINED FOR THESE SERVICES,
ALL NECESSARY AMENDMENTS REQUIRED BY THE COMMISSION WILL BE FILED
IN A TIMELY MANNER UPON EMPLOYMENT BY MANAGEMENT OF THESE SERVICES
STATED ABOVE. SEE DILUTION PAGE 6.
OTHER DISTRIBUTIONS
These securities will be offered to the public by Management
until Brokers, Dealers Underwriters, Finders can be obtained
for these services. All necessary amendments required by the
commission will be filed in a timely manner upon employment by
Management of the Services listed above. See Dillution page 6a
DEALER COMPENSATION
The Company will agree to pay to the dealer.
If any the industrial standard fee for handling security
transactions.
DISCRETIONARY ACCOUNTS
At the time of this filing there are no underwriters,
therefore there are no discretionary accounts of underwriters
ITEM 9 LEGAL PROCEEDINGS.
THERE ARE NO LEGAL PROCEEDINGS PENDING AGAINST THE COMPANY NOR IS ANY
EXPECTED OR ANTICIPATED.
ITEM 10 DIRECTORS EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS
DIRECTORS OFFICERS CONTROL PERSONS
NAME AGE POSITION
ALBERT PITTMAN 60 CHAIRMAN OF THE BOARD,PRESIDENT AND
DIRECTOR OF THE COMPANY
VICE PRESIDENT AND DIRECTOR OF THE COMPANY
Michael McDonald 59
EACH OFFICER IS ELECTED FOR A PERIOD OF TWO YEARS
THE PRINCIPAL BUSINESS EXPERIENCE OF EACH OFFICER AND DIRECTOR
IS AS FOLLOWS:
MR PITTMAN:
EDUCATION: BS DEGREE FROM MCMURRY UNIVERSITY, ABILENE, AND TX
SOCIOLOGY/MINOR PSYCHOLOGY ASSOCIATE DEGREE FROM CENTRAL STATE COLLEGE
DEGREE IS IN FINANCE.
EXPERIENCE: HAS OWNED AND MANAGEMENT SEVERAL SUCCESSFUL
BUSINESS IN THE PAST.
Item 10: Directors EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON
MICHAEL MCDONALD:
EDUCATION: HIGH SCHOOL 1957
SMALL ENGINE REPAIR SCHOOL 1981
CHICAGO TECHNICAL INSTITUTE.BUILDING CONSTRUCTION, BLUE PRINT
READING BUILDING ESTIMATOR.1965
EXPERIENCE: MR MCDONALD HAS BEEN INVOLVED IN THE MANAGEMENT
AND CONSTRUCTION OF LARGE SCALE BUILDING OPERATIONS SUCH AS NURSING
HOMES, SUBDIVISION DEVELOPMENT.MR MCDONALD HAS A STRONG BACKGROUND IN
COMPUTER PROGRAMING AND CONSTRUCTION OF COMPUTERS.
Mr. McDonald strong computer skills and management skills will be a
strong asset to the company.
ITEM 11
Security Ownership OF Certain Beneficial Owners and Management
The following table sets forth certain information with respect to
each beneficial owner of 5% or more of the outstanding shares
of the Common stock of the Company, each director of the company and
all officers and directors of the company as a group.
Name and address Number Percent of Percent of
Class
of beneficial owner of Shares Class Before After
the offering the offering
Albert Pittman 15,000 50% 5%
2874 Pine
Abilene, Texas
Mike Mc Donald 15,000 50% 5%
All directors and officers as a group (2 persons)
Unless otherwise indicated, the Company believes that all persons
named in this table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
ITEM 12 DESCRIPTION OF SECURITIES
The total authorized capital stock of the Company consists of
20,000,000 shares of common stock, par value $.001per share
and 4,000,000 shares of Preferred Stock, par value $.001 par value
and 1,000,000 non-voting shares par value$.001. The following
descriptions of the capital stock are qualified in all respects
by reference to the Certificate of Incorporation and By Law Of the
Company, copies of which are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
Upon the consummations of this offering there will be 330,000
shares Of Common Stock Issued and no shares of Preferred Stock
or non-voting stock issued and outstanding.
Common Stock
The holders of Common Stock will elect all directors and are
entitled to one vote for each share held of record. All shares of
Common Stock will participate equal in dividends, when, as and
if declared by the Board of Directors and in net assets on
liquidations All shares of common Stock presently outstanding are,
and the shares of Common Stock offered. The shares of Common Stock
have no Preference, conversion, exchange, preemptive or cumulative
rights.
PREFERRED STOCK.
THE COMPANY IS AUTHORIZED TO issue shared of preferred stock
with such designation, rights and preferences as may be
determined from time to time by the Board of Directors.
Accordingly the Board of Directors is empowered without
shareholder approval to issue shares of Preferred Stock rights
which could adversely affect the voting power or rights of the
holders of common stock. In the event of issuance the shares
of Preferred Stock could be utilized under certain
circumstances as a method of discouraging delaying or
preventing a change in control of the Company. The Company has
no intention at this time to issue any shares of its preferred
stock.
Non-Voting Stock
Non Voting Stock will be issued for service performed,
contracts for services to be performed. Promissory notes, etc.
The Stock may also be used to acquire stock from companies
that are in a defacto mode, the purpose of Non Voting Stock is
to keep from diluting the voting common share of the company.
While issued non-voting stock may dilute the amount of stock
outstanding, it will not dilute the voting rights of Common
Stock.
ITEM 13
INTEREST OF NAMED EXPERTS AND COUNSEL
AT THE TIME OF THIS REGISTRATION STATEMENT AND PROSPECTUS THE
COMPANY HAS NO EXPERTS OR COUNSEL HIRED ON A CONTINGENT BASIS,
NOR ARE THERE ANY EXPERTS OR COUNSEL EXPECTED TO BE HIRED ON A
CONTINGENT BASIS.
ITEM 14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
THE Company IS ORGANIZED UNDER THE LAWS OF NEVADA.
NEVADA LAW EXPRESSLY AUTHORIZES A NEVADA CORPORATION TO
INDEMNIFY IT OFFICERS AND DIRECTORS AGAINST CLAIMS OR LIABILITIES
ARISING OUT OF SUCH PERSONS CONDUCT AS OFFICERS OR DIRECTORS IF
THEY ACTED IN GOOD FAITH OR MANNER THEY REASONABLE BELIEVED TO
BE IN OR NOT OPPOSED TO THE BEST INTEREST OF THE COMPANY.
THE COMPANY INTENDS TO INDEMNIFYITS OFFICERS AND DIRECTORS TO
THE FULL EXTENT PERMITTED BY NEVADA LAW. IN SO FAR AS SUCH
INDEMNIFICATION MAY BE DEEMED TO INCLUDE ANY CLAIM OR LOSSES
ARISING OUT OF ANY VIOLATION OF FEDERAL SECURITIES LAWS OR
REGULATIONS, THE COMPANY HAS BEN INFORMED THAT, IN THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES AT OF 1933,
AND IS THEREFORE UNENFORCEABLE.IN THE EVENT THAT A CLAIM FOR
INDEMNIFICATION AGAINST SUCH LIABILITIES OTHER THAN THE
PAYMENT BY THE SMALL BUSINESS ISSUER OF EXPENSE INCURRED OR
PAID BY A DIRECTOR, OFFICER OR CONTROLLING PERSON OF THE SMALL
BUSINESS ISSUER IN THE SUCCESSFUL DEFENSE OF ANY ACTION,
SUIT OR PROCEEDINGS IS ASSERTED BY SUCH DIRECTOR, OFFICER OR
CONTROLLING PERSON IN CONNECTION WITH THE SECURITIES BEING
REGISTERED, THE SMALL BUSINESS ISSUER WILL, UNLESS IN THE
OPINION OF IT'S COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING
PRECEDENT, SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE
QUESTION WHETHER SUCH INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY
AS EXPRESSED IN THE SECURITIES act AND WILL BE GOVERNED BY THE
FINAL ADJUDICATION OF SUCH ISSUED.
ITEM 15. ORGANIZATION WITHIN THE LAST FIVE YEARS
THE COMPANY IS A NEWLY ORGANIZED COMPANY AND HAS NOT BEEN IN
OPERATIONS FOR FIVE YEARS.SEE MANAGEMENT DISCUSSION PAGE.
DESCRIPTION OF BUSINESS:
ITEM 16
THERE ARE NO BANKRUPTCY RECEIVERSHIP OR SIMILAR PROCEEDING.
THERE HAVE BEEN NO MATERIAL RECLASSIFICATION, MERGER,
CONSOLIDATION OR PURCHASE OR SALE OF A SIGNIFICANT AMOUNT OF
ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS.
ITEM 16 DESCRIPTION OF BUSINESS
THE COMPANY The Company was formed in January of 1994, but not
incorporated until September 1994
PRODUCT: Waste Tire Chips
BY-PRODUCTS: Oil, Carbon Black, Steel, Methane gas MARKET
Sold on the open market to users of these products:
Extender Oil, Carbon black and the plastic industries.
GOVERNMENT REGULATIONS
The Texas Natural Resource Conservation Commission, (TNRCC)
Under Article 3,of the Recycling Act, Section 361.486 has
announced to the public that all companies involved in the
shredding of tires must have an end use for their products or
the TNRCC, will not fund their shredding operations. The
effect mandate of this Senate Bill is Jan 1,1996.
SEE EXHIBIT A.
COMPETITION
At the writing of this prospectus and the date of the offering
there is no competition in the State of Texas in regard to
tire pyrolysis.
SOURCE OF THE PRODUCT
The source of the material will come from the nineteen tire
shredders that are located throughout the State of Texas.
LOCATION
The proposed pyrolysis plants are to be located in or in close
proximity (less than two hundred and fifty miles) to large
metropolitan areas, the Dallas- Ft.Worth Metroplex and the
Austin-San Antonio area.
STATE PERMITS
Approval for the Tire Pyrolysis permit will come from the
Texas Natural Resource Conservation Commission. This approval
will come after the required fees and engineering plans have
been submitted to this agency. No resistance to approval of
the required permits is expected for this operation. The
attitude of the State and Federal Governments is favorable to
all types of environmental and recycling projects SEE RISK
FACTORS.PAGE 4
ITEM 16 RESEARCH AND DEVELOPMENT COST
In the last several years, the cost of the research and
development of the refinement process necessary to produce the
higher grades of by-products has been borne by the operation
group, (see operating group) from whom the management will
purchase the plant and technologies* This cost is not
available to management but is included in the purchase price
of the equipment. The cost is borne by the security holders of
the company. Ultimate1y the investor and consumer are always
the one to bear the cost of research and development.
COST OF FEES
Registration and Engineering fees required by the TNRCC should
not exceed $35,000 Do11ars.This includes State, Federal, and
Local fees.
EMPLOYMENT
One plant will employ a minimum of twenty-five
people and a maximum of thirty-five people. These positions
will command a wage that is above the average wage in most
counties throughout Texas.
BACKGROUND TO THE U.S. TIRE DISPOSAL PROBLEM
The population of the U.S. disposes of over one tire per
person per year, which amounts to 350,000,000 tires per year,
not to mention the 3,200,000,000 tires currently stored above
ground in illegal dumps. These tires must go to a solid waste
disposal facility, which is usually a landfill. Tires make up
2% of the solid waste in the U.S.; Texas alone generates
17,000,000 tires per year or 159,000 tons per year of tires
that can be recycled. Tires cannot be recycled into the
industry because of the varying types of rubber used in
different parts of the tire, as well as different rubber
compounds used in competing brands of tires* However, the
recycled components, carbon, steel and oil can be recycled
into many other industrial rubber and plastic goods. The
market is very strong for these recycled commodities. Whole
tires that have been buried in landfills have air trapped
inside the tire and are beginning to come to the surface after
years of disposal.
Stacked tires catch rain water and are prime breeding spots
For mosquitoes and are a severe Tire hazard Consequently,
there is now a limit on the number of tires that can be stored
above ground and whole tires can no longer be put in land
fills. In some instances, tires are being burned for fuel and
while this recovers one-third (1/3) of the economic value, it
is not as efficient as it should be About 15@ of the surplus
tires available every year can be recycled as tire chips but
it is currently very limited, and the technology uses nitrogen
which is very expensive. Almost all metropolitan areas are
currently paying or are preparing to pay for assistance in
recycling old tires. Most of these payments are to companies
who are shredding or quartering the tires and then returning
to the city landfill. The most popular method of disposal, at
this time, is to prepare the tires so that they can be legally
put in landfill is. This involves cutting the tires into 4
pieces or shredding them into small pieces; but this amounts
to approximately 164,00,000 cubit feet per year of land fill
space, and over 90,000,000 NMBTU per year of energy that could
be recovered This is equivalent to over 250 gas wells, each of
which produces one million cubic feet of gas per day.
ITEM 16 THE RECYCLING PLAN
Waste tire recycling will present many opportunities in the
future. Tire Derived Products, Inc. has investigated several
tire recycling technologies over the past year. Many of these
appear viable but most are still in the research and
development phase. Tire Derived Products believes that Tire
Pyrolysis and Recycling (TPR) is the most efficient and
profitable method of recycling old tires. In the pyrolysis of
tires, the tires are heated, in the absence of oxygen, to a
temperature high enough to convert the solid rubber to a
hydrocarbon vapor. One hundred percent of the tire will be
pyrolyzed. The vapors can then be condensed to produce a
liquid fuel and the remaining vapors can be used as a gaseous
fuel. The carbon black is recovered as a solid product and
the steel is recovered and sold as scrap. A 3-reactor (3
ton/hr) plant is the optimum size plant that should be
constructed with today's knowledge of TPR technology. The
units should be spaced in areas such that the maximum tire
hauling distance is under 300 miles. Tire Derived Products,
Inc. will have the exclusive rights to proprietary TPR
technology immediately after the contract is signed with the
operating group. When TDP is satisfied with the economics of
the first venture, (two plants) additional facilities will be
constructed.
THE TECHNOLOGY
The pyrolyzation of tires requires considerable chemical
engineering technology, all of which is proprietary; the
number of other competitive methods that have been proven
successful in commercial application is very limited.
Tire Derived Products, Inc has investigated several
technologies and feels that the one presented here is the most
attractive. Five plants utilizing this technology have
experienced successful operation in the U.S. and Europe.
THE PROCESS
The tires are first shredded into pieces approximately 1" to 2"
in diameter which can be fed to the processing facility. The
shredded rubber is used as the feedstock for TPR. The shredded
rubber enters the pyrolysis chamber, on a continuous feed
basis, through a series of air locks which keep the chamber
free of excess oxygen. The hydrocarbon vapors flows to a
condensing unit and are then fractionated into the marketable
products. The pyrolysis process leaves a granular "char" after
the lighter hydrocarbons are vaporized.The char is pulverized
and fed across a magnet to remove the steel. A centrifuge is
used to remove the small amount of nylon and other non-metalic
cord materials, which are the only parts of the tire taken to
a landfill. The remaining char can be sold as carbon to the plastic
industry, or converted to high quality carbon black and sold for
other uses such as a copy machine toner. Twenty-five to thirty
percent of the energy is used as fuel in the process for the
heater and a co-generator for electrical power requirements.
The process is environmentally clean and the only effluent to
the air is the exhaust gases from the heater and engine which are
environmental1y safe. No liquid waste is generated and the
nylon particle are inert and can be taken to a solid waste
non-hazardous landfill. A 3-ton reactor plant will process
7,200 tires per day at 80 efficiency, which is the yearly
volume from an estimated population of 2,000,000 people. In
addition to the current production of used tires literally
billions of tires are currently stored above ground, which
have to be recycled.
PRODUCT AVAILABILITY
ITEM 16
At the writing of this Prospectus there are 19 Tire shredding
companies that are registered within the Texas Natural
Resource Conservation Commission. Waste Tire Division,
There is a estimated 45 million tons of tire shreds that are
on the ground in the State of Texas. Texas with its waste tire
problem has the capacity to support eight-tire pyrolysis plant
within its boundaries. There is no shortage of supply of
product foreseen in the near future by management.
ITEM 17. MANAGEMENT DISCUSSION AND PLAN OF OPERATIONS
PURPOSE OF OFFERING
To Purchase the Technologies and Plant equipment and to employ
the necessary employees to operate a Tire pyrolysis plant.
EMPLOYEES
There are no employees now. The company will expect an
increase of 20 employees when a plant is in operation.
NEED FOR ADDITIONAL FUNDS
The plant is expected to cash -flow immediately after it is in
operation Management is satisfied that there will be no need
to raise additional funds in the next twelve months.
TECHNOLOGIES AND EQUIPMENT
The basic technologies to be purchased have been in operation
for several years in the State of Pennsylvania and Washington
State.
OPERATING HISTORY
This basic technology now in operations has a successful cash
Flow history.
PRYOLYSIS
Pryolysis of all types has been around for years, however,the
efficiency of pryolysis has been improved over the last four
years by the operating group as it relates to the refinement
of waste tire by- products. And the efficiency of operating a
pryolysis plant, which includes a proprietary process that
recovers a greater percent of waste tire by-products.
IMPROVEMENT OF TECHNOLOGIES
The improved technologies to the by-products have been
developed by the operating group and include the refinement of
oil to an extender oil and carbon black refined to a higher
quality of carbon b1ack*These products are in high demand for
the plastic and other industries* with these improvements,
the revenue of the plant should expand to the anticipated
projection predicated by Management, SEE PROJECTIONS PAGE
21,EXTENDER OIL EXHIBT PAGE
RESEARCH AND DEVELOPMENT
The company will set aside funds for the purpose of future
research and development. The amount of funds to be set aside
will be determined by the Board of Directors.
ITEM 17
REQUIREMENTS OF THE COMPANY
This company comes to the public market place and asks for
capital to develop a proven waste tire project,not for money
to pay off debt.
STRENGTHS OF THE PROJECT
DEMAND IS IN A CRISIS SITUATION
Considering the backlog of 3.2 billion tires currently stored
above ground, along with the daily generation of used tires,
the U.S. currently has a need for over 200 TPR plants such as
this and to our knouledge, 1ess than 5 exist.
PUBLIC DEMAND
Most citizens and public officials recognize the need for
waste recycling to cope with the U.S. energy crisis.
There is overwhelming support for the application of TPR
technology which converts a waste to usable energy.
PROVEN TECHNOLOGY
The process has been thoroughly tested through the successful
operation of five TPR plants.
THE MARKET FOR PRODUCTS
The products, which are fuel oils, methane gas, scrap steel
and carbon black are currently used every day by industries
too numerous to mention.
ENERGY RECOVERY
TPR recovers approximately 277,000 BTUs of usable energy from
each tire and will therefore have a positive impact on the
energy crisis in the U.S.
ATTRACTIVE MARGINS
Using what we consider to be conservative assumptions, the
gross yearly revenues (before tax and pre-debt service) for a
3-reactor plant are $5,549,600.
SEE PROJECTIONS. Page 21.
A NET POSITIVE IMPACT ON THE ENVIRONMENT
The process recycles solid waste into usable products which
are in short supply in the U.S., and has no objectionable
effluents to the environment.
QUICK START-UP
The manufacturing time for the equipment is about six months
with about one month of set up time. This is about the same
time frame required to acquire EPA and State permits for the
process.
PERMITTING.
Because the process is so environmentally clean, it has been
permitted in three states with permitting times of less than
five months, which is about the same time required to
manufacture the equipment.
ITEM 17 CAPITAL
This company, being a newly formed company is debt free.
Management assures all subscribers of these securities that
all funds raised from this project will be for the reason
stated under Use of proceeds. SEE USE OF PROCEEDS.
POTENTIAL FOR GROWTH
The State of Texas has a capacity for eight plants. However
the company will not limit its operations to the State of
Texas.
COMPETITION
At the writing of this prospectus management is not aware of a
Tire Pyrolysis operations in the State of Texas.
PLAN OF DEVELOPMENT
Management will construct and operate a 1 Ton per hour plant,
if only one fourth of the funds from this offering are raised.
($750,000)75,000 shares sold to the public at$10.00(per share)
$712,500 after brokers (50cents per share)discount
SEE DILUTION Page.
Management will use these proceeds to
make a down payment on the plant and finance the remaining
$2,250,000 10% per annum for 10 years, after debt services and
expenses the earnings,this plan has a potential of a
first year dividend.
From this offering Management will construction and operation
a One Ton per hour plant, If only one fourth of the funds
necessary to construct a 1 ton plant, ($750,000) are raised
(75,000 shares sold to the public) at $10.00 per share).
$712,500 after brokers discount. SEE DILUTION; PAGE 6. The
cost to build and construct a one ton plant will be
approximately $3,000,000,the remaining balance will be
financed for 3 years at 10% per annum, after debt services and
expenses the per share earning from this plan has a potential
of$1.92 per share. See PROJECTIONS. Page 21
PUBLIC PROBLEM
Waste tire accumulation is a public problem. The public has a
right and need to participate in this project and reap any
Benefits from the project Hence the public offering.
PRUDENT RISK
Management conclusion is, this is a prudent project with risk.
OPINION OF MANAGEMENT
As stated before, the above is the opinion of management A11
subscribers should see RISK FACTORS, Study the project in
detail before making a decision to subscribe to the securities
of this Company.
THE OPERATING GROUP
The Operating group will operate and assists in the management
of the plant,A written contract has not been
entered into as of the writing of this prospectus but will be
negotiated upon the following conditions.
That this offering is successful in its entirety.
That the amount of the offering is at least 1/4 ($1,550,000)
of the amount necessary to build a plant .SEE: MANAGEMENT
DISCUSSION. Management has entered into Page 18 A Mutual
verbal agreement. With the group that if the offering raises
the monies necessary to beqin construction of a plant, then a
written contract will be negotiated, The group will receive a
percentage of the net yearly cash flow for their expertise and
knowledge of refining and marketing the by-products to obtain
the best prices at the market place. This group will consist
Of the Management team which is currently operating the
Pyrolysis plant in the State of Pennsylvania.
VISITS TO THE PLANT
This will be at the subscribers expense and is based on a
five-day notice. Management suggests common sense on the
request to tour the plant.Weather conditions,prior tours arranged,
Busy working schedule etc may effect a
prompt visit to the plant.
INQUIRIES
Management encourages all inquires into the project to call
915-675-6126 MANAGEMENT Will arrange -For trips to see a
Working PLANT.
MANAGEMENT STATEMENT
To the readers of this prospectus please note that this
offering is for $3,000,000 Dollars. This is the amount
required to purchase the necessary equipment to operate a ONE
Ton per hour Tire Proyliss plant.
The orginal prospectus was written to purchase 3 3ton per hour
plants; therefore there are projections and statements
throughout the prospectus that refer to 3 ton per hour plant.
Please see projections Financial Pro forma for a one ton per
hour reactor tire Proyliss plant.
Please note that the payment of $7 per ton for tire chips has
been eliminated.
The company now will be paid the amount of One dollar per tire
for accepting tires through out the State of Texas. This
equate to $100 per ton paid to the company as 0ne tire equals
twenty pounds.100 tires equals one ton.
Thus the amount of this project is even more profitable than
when management first began it analysis of this project.
PROJECTIONS
These Financial Projections are based on the Following facts
obtained by the Company: THESE FACTS OBTAINED FROM THE SELLER
OF THE PYROLYSIS TECHNOLOGY 3 TON REACTOR PROCESSES 2.5 Million
Tires per year. COMPONENTS OF TIRES OIL CARBON BLACK STEEL
METHANE GAS. One tire has the equivalent of 3/4ths of a gallon of
oil in it. This obtained from information available to the public
from the Dept of Energy, Washington DC.UTILIZATION BULLETIN
See Financial Pro Forma For a Three-Rector (Three Ton /Hour)
Additional information on Scrap Tires/Tire Pyrolysis is
available to the public from, The Dept of Energy, Washington
DC.Waste Tire, Utilization, Bulletin Category; UC-95 EGG-
222410.
If the above facts are true, and Management has no reason to
believe they are not, then the following would be a
correct assumption
2/1/2 MILLION TIRES WILL YIELD AFTER PROCESSING PER YEAR.
Steel Oil Carbon Black Methane gas
1048 TONS 1,342,000 GAL 5,242 TONS 200 MILION CF
SEE FINANCIAL PRO-FORMA FOR A 3-REACTOR (THREE TON/HOUR),
PLANT. (A detailed history of Waste tires can be received by
Writing to The Dept of Energy, Washington D.C. requesting
Waste tire documents)
To illustrate the strength of this project management will use
three different scenarios.
Item l. income projections from a 3 ton per hour plant with
the refinement of the by products which allows for premium
price for the by products.
Item 2. 1ncome projections for a 3ton and One Ton per hour
plant. With annual payments.
Item 3. Current market prices for Unrefined by-products.
PROJECTIONS
Item I
FINANCIAL PRO-FORMA FOR A 3REACTOR(THREE TON/HOUR CAPACITY
TIRE PYROLYSIS PLANT, PURCHASE TIRE SHREDS TO PROCESS
FOR OIL AND GRADED CARBON
CASH FLOW SUMMARY
REVENUE:
Product QUANTITY UNIT REVENUE: GROSS YEARLY REVENUE
Tire Pyrolysisi
Oil 1,342,00 GAL $ 1.20 /ga1 $1,610.400
Carbon Black 5,242 tons $0.20/1b $2,096.640
Steel 1,048 tons $.03/1b 62,900
Methane Gas 200 Million 1.50 300,000
Cubic Ft (CF) thousand CF
TOTAL $4,069.940
EXPENSES
DIRECT COSTS.
DIRECT LABOR $329,000.00
SHREDS at $7 Ton $147,000.00
REACTOR (P&M) $ 96,000.00
SUBTOTAL DIRECT $572,000,00
INDIRECT COSTS
Misc. (P&M) 18,000,00
SG&A 585,930,00
Facilities 50,000.00
SUB TOTAL INDIRECT; $653,930.00
TOTAL INDRIECT AND DIRECT: $1,225,930 NET YEARLY
CASH FLOW (Before Tax and Pre Debt Service 2,844,00.00
Note: PROJECTIONS.
These cash flow projections are based on operations the plant
At 80% efficiency or 7,008 hours running time,the following
cost assumptions were used in the projections.
Direct Costs Includes: Facilities $5.00/sgft
Labor $20,000 per man-year.
Indirect Cost Include: SG&A 15% of Sales.
Based on a 12-year life of equipment and the associated cash
flow, this project has cash pay out of 14 months. The internal
rate of return for this project is 90.5% annually.
PROJECTION FOR PER SHARE EARNINGS
(UNDER THIS SCENARIO)
NET YEARLY CASH FLOW $4,323,670
TOTAL INCOME (BEFORE TAXES) $4,323,670
OPERATING GROUP FEES: 25% $ 1,080,917.50
NET TOTAL INCOME $3,242,752.50
Before taxes
SHARES OUTSTANDING: 1,400,00
TO THE PUBLIC, 300,000 MANAGEMENT 30,000 Outstanding shares
PROJECTED PER SHARE EARNING: $1.62
DIVIDEND STATEMENT
WITH THE COMPANY HAVING NO DEBT TO SERVICE AND THE LOW
OVERHEAD THAT MANAGEMENT WILL ENFORCE.MANAGEMENT ANTICIPATES A
DIVIDEND PAID TO ITS SHAREHOLDERS AFTYER THE FIRST YEAR OF
OPERATIONS.
THE COMPAMY BELIEVES THE ABOVE PROJECTIONS TO BE ATRUE AND
ACCURATE PORTRAYAL OF EARNINGS THAT THE PLANT WILL EARN
OPERATING ANY UNSER ANY ONE OF THE THREE SCENARIONS.
HOWEVER ALL SUBSCRIBERS OF THESE SECURITIES SHOULD CONSULT
THEIR FINANCIAL ADVISOR, ATTORNEY AS TO THE ACCURACIES OF
THESE PROJECTIONS. ALSO SEE RISK FACTORS, PAGE FOUR.
Item 2 a
If only one fourth of the amount of monies required to build a
plant is obtained from this offering: 750,000.($712,500)
after brokers discount, SEE DILUTION; Management will use its
plan to construct and operate One-3 Ton Reactor plant. The
following scenario would be initiated. This projection uses
the prices to be received when the by products are refined and
sold at the projected price for the refined by products. The
$750,000 would be used by the company as a down payment on
the required amount of $3,000.00 for the purchases of the
plant/and the oil refinement peripheral equipment.
Amount to be finance
$4,905,000 10 years 10 $777,839,60
Net Yearly Cash Flow $3,242,752.50
SEE FINANCIAL PROFORMA FOR A 3 REACTOR/THREE TON/HOUR
CAPACITY Net Yearly Cash Flow $ 2,464,912.90
After Payment Deduction
Total Net Yearly Cash Flow $2,464,912.90
300,000 SHARES will have been sold to the public using this
scenario.
With the plant being the only indebtedness that the company
Will have and With the efficiency With Which management Will
operate the company. Management believes even with the
indebtedness of the plant. The per share earnings under this
plan will be able to support a dividend to the subscribers of
the company's securities.
Management may elect to build a One Ton per hour plant IF only
one fourth of the fund necessary to build a 3-ton plant is
raised from the offering. (1,550,000 ($l, 395,000) after
brokers discount. SEE DILUTION: The cost of the one-ton plant
is $2,250,000. The amount to be financed will be $855,000. SEE
PAGE 25.
FINANCIAL PRO FORMA FOR A ONE REACTOR (ONETON/HOUR CAPACITY
TIRE PYROLYSIS PLANT.
PURCHASE TIRE SHREDS TO PROCESS FOR OIl AND GRADED CARBON
PRODUCT
PRODUCT QUANITY UNIT REVENUE GROSS YEARLY REVENUE
Tire Pyrolysis 556,500,000 $1.20 $667,800.00
Oil
Carbon Black, 3,115,400 1bs $0.20/1b $623,992.32
Methane Gas 166 Million $1.50/thousandCubic $ 9,900.00
Steel 700,000lbs 0.03lb $21,000
GROSS YEARLY REVENUE TOTAL; $1,322,692.30
EXPENSES
DIRECT COSTS:
DIRECT LABOR: $164,500,00
PURCHASE SHREDS S) $7 per ton 7,000 tons $49,000.00
REACTOR (P&M) $ 16,000.00
SUB TOTAL DIRECT Cost $229,500.00
INDIRECT COSTS:
MIS.(P&M) $ 6,000.00
SG&A 100.000.00
FACILITIES $ 50,000.00
SUB TOTAL INDRIECT $156,000.00
GROSS YEARLY REVENUE: $ 1,322,692.30
TOTAL DIRECT AND INDIRECT EXPENSES: $385,500
GROSS YEARLY REVENUE AFTER EXPENSES: $937,692.30
$855,000) 10% 3 YEARS, DEBT SERVICES: $331,061.47
ANNUAL GROSS AFTER DEBT SERVICE AND EXPENSES; $ 606.630.83
PROJECTED PER SHARE EARNINGS: $1.95 300,000 SHARES
OUTSTANDING TO THE PUBLIC
ITEM 3
PROJECTIONS;
TO show the strength of this project,Management Will use the
lowest current market prices paid for the by-products to
establish the following projections:
PRODUCT QUANTITY UNIT REVENUE GROSS YEARLY
CARBONBLack 6,100 tons $0.ll/lb ($220/ton) $1,342,000.00
Oil 2,589,870 gal; $0.25 gal 647,467.50
Steel 696 tons $.03/1b ($60/ton 41,760.00
Methane Gas 84 Million 150 thousand CF 126,000.00
TOTAL $ 2,031,227.50
EXPENSES
DIRECT COSTS
Direct Labor $329,900.00
Shreds $7/ton $147,000.00
Reactor(P&M) $ 96,000.00
SUB TOTAL DIRECT $572,000.00
INDIRECT COSTS
Mis (P$M) $18,000.00
Facilities 50,000.00
SG&A $294,965.00
SUB TOTAL INDIRECT $362,965.00
TOTAL EXPENSES: $934,965.00
Net Yearly Cash F1ow before Tax Service): $1,096,262.50
Note the SG&A in the above table is reduced 50% to $294,965.
Under this scenario the prices achieved are not from
the refined by products, and the operating group is not under
contract. With the above scenario, 150,000 shares will have
been sold to the public $10.00 per share. This equates to a
projected share earning of 54 cents per share.
Item18 DESCRIPTION OF THE PROPERTY
THE COMPANY IS LOCATED AT 2845 CEDAR STREET ABILENE, TEXAS.
THE CONDITION OF THE PROPERTY WHICH CONSISTS OF APPROX 2 ACRES
WITH A FIVE SUITE OFFICE AND A 70X 30 METAL SHOP BUILDING.ALL
BUILDINGS ARE IN A FAIR STATE OF REPAIR.
Item 19 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
IN COMPLIANCE WITH 228.404 THERE HAS BEEN NO CERTAIN
RELATIONSHIP OR RELATED TRANSACTIONS INVOLVED IN THIS OFFERING.
Item 20 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AT THE PRESENT TIME THERE IS NO PRINCIPAL MARKET OR MARKETS
FOR THE SECURITIES OF THIS COMPANY.
AT THE TIME OF THIS OFFERING THERE ARE NO OUTSTANDING
OPTIONS, WARRANTS, OR SECURITIES CONVERTIBLE INTO EQUITY OF
THE REGISTRANT.
THERE ARE NO SECURITIES OF THE REGISTRANT THAT WILL BE SOLD
PURSUANT TO RULE 144 OF THE SECURITIES ACT.
THE REGISTRANT HAS NO SECURITIES THAT ARE TO BE REGISTERED
UNDER THE SECURITIES ACT FOR SALE BY THE SECURITY HOLDERS.AS THIS IS A
NEW OFFERING THERE ARE ONLY TWO HOLDERS OF SECURITIES OF THIS
COMPANY.THESE ARE COMMON EQUITY HOLDINGS.
THE ONLY RESTRICTIONS THAT WILL LIMIT THE PAYING OF DIVIDENDS
ON COMMON EQUITY OR THAT IS LIKELY TO DO SO IN THE FUTURE, IS
THAT OF QUARTERLY AND YEARLY EARNINGS OF THE COMPANY. SEE DIVIDENDS
STATEMENT.
ITEM 21 EXECUTIVE COMPENSATION
THERE ARE NO OFFICERS/DIRECTORS WHOSE YEARLY SALARY OR ANY
OTHER COMPENSATION THAT WILL EXCEED $100,000.
ITEM 22 FINANCIAL STATEMENTS
FININCIAL STATEMENT;
ASSETS
Current assets.
Cash 5,000
Assets held for sale 20,000
TOTAL ASSETS: 25,000
LIABILITIES AND STOCK HOLDERS EQUITY
ACCOUNTS PAYABLE $1,000
TOTAL CURRENT LIABILITIES $1,000
TOTAL LIABILITIES $1,000
STOCKHOLDERS EQUITY
COMMON STOCK ISSUED AND OUTSTANDING
Common Stock, $.001 par value,
20,000 shares Issued and out standing 200
Additional paid in capital $23,800
Total Stock holders equity $24,000
Total liabilities and stock holders equity 25,000
Consent of Expert and Counsel
Certain legal matters, including the legality of the issuance
of the shares of the common stock offered
hereby,are being passed upon for the company by JC Tracy PC
2825,Cedar,Street Abilene,Texas 79601.
EXPERTS
The consolidated balance sheet as of August 31 and the
consolidated statements of income have been examined by Dunn
and Dunn independent accounts Our examination was made in
accordance with generally accepted auditing standards and
accordingly, including such tests of the accounting records
and other auditing procedures as we considered necessary in
the circumstances.
In our opinion, the foremost financial statements present
fairly the financial postion of Tire Derived Products,Inc
Oct 31,2000 and have been prepared in conformity with
generally accepted accounting principles.
ITEM 23 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSERS.
THERE ARE NO CHANGES OR DISAGREEMENTS WITH ANY ACCOUNTANTS
OR FINANCIAL ADVISERS
EXHIBITS
TABLE OF CONTENTS PAGE 36.
SENATE BILL,NO 1051,TIRE RECYCLING PAGE 36.
A-1-A-5 PENNY STOCK INFORMATION PAGE 36.
A-6 IMPORTANT INFORMATION ON PENNY STOCK PAGE 37.
CARBON BLACK - EXTENDER OIL
SEC 361 486.Page 50
Recycling Efforts(a) On and after January l,1996 -For all
new amended and renewal processing registration
applications,the processor, must identify those persons who
will accept the processor's shredded scrap tire pieces for
recycling or reuse,or to use the shredded scrap tires for
energy recovery The commission shall reimburse a processor for
only those shredded tires that the commission determines are
committed to a legitimate end user. The above Sections
pertaining to Senate BiH No 1051 may be obtain by writing to
the Texas Natural Resource Conservation Commission.P0. Box
13087,Austin,Texas 78711-3087.Waste Tire Program.
APPENDIX 36A
CUSTOMER SUITABILITY STATEMENT
(Required for Penny Stocks)
Personal Information Name ______________________
Address_____________________ $Soc. Sec. Or TaxpayerlD
#________ Telephone: (Home)________ Marital Status:
Single____ Married. Age__________________________ Occupation
_____________________ Employer,_____________________ Address
Account # (Business)Number of Dependents Position ____
Annual Income: (check one) Below $ 20,000 $20,000 to $ 35,000
$ 35,000 to$ 50,000 ---$50.000 to $100,000 $100,000 to $200,000
0ver$ 200.000 Net Worth (excluding primary residence): (check one)
Below $50,000 $ 50.000 to $ 100,000 $ 100,000 to $ 500,000
$ 500.000 to $ 1 million Over $ 1 million
This form was included in NASD Notice to Members 90-65 (Oct.
1990) and has been revised by the author to reflect the change
in the designation of the Penny Stock Suitability Rule from
Rule 15c2-6 to Rule 15g 9 and the change in terminology from
"Designated Securities" to "Penny Stocks."
" Generally, Penny Stocks are securities of insubstantial
issuers selling for a net price of less than @5 a share that
are not quoted on NASDAQ or listed on a U.S. stock exchange.
An issuer is a substantial issuer, and its securities excluded
from the definition of Penny Stock,if it has average revenues
of at least $6 million for the last three years OR, if it has
net tangible assets of more than $2 million, if in continuous
operation for at least three years OR $5 million in net
tangible assets, if in continuous operation for less than
three years. Investments in Penny Stocks are generally
regarded as highly speculative in nature and could result in
the loss of the customer's entire investment.
For joint accounts, a separate sheet containing the personal
information requested in Section I must be completed for each
joint account holder.
App. 36A-1
Liquid Net Worth (cash, equity securities, bonds, etc.):
(check one)
Below SIO.OO $10,000 to $25.000 $25,000 to $50,000
$50,000 to $100.000 Over $100,000
Sources of Annual Income as a percentage of total income):
Employment Compensation Investment Income
Other (please specify):
New Account? Yes No If
No. date account opened Source of Information for Section I
above: (check one) customer Other (please
identify):
INVESTMENT OBJECTIVES AND EXPERIENCE Investment
Objectives: (If more than one, give order of importance.
Income (Cash-generating, high dividend stocks and bonds)
Growth (Long-term capital appreciation) Safety of
Principal/Income (Protection of investment plus income) Safety
of Principal/Growth (Protection of investment plus growth)
Speculation (High risk of loss) Other (please specify);
Investment Experience:
Years of Trading
Type of Account
Dollar Amount of Experience Frequency Cash/Margin Average Trade
Non-NASDAQ/nonexchange
Q 3 stocks priced less than $ 5 per share
D Other stocks priced less than $ 5 per share
D Stocks (other than above)
D Options
D Bonds a Commodities
D Other (please specify):
source of Information for Section II above: (check one)
a customer d Other (please identify):
36A-2 III. INVESTMENT ADVISER (If not applicable,check here) If
there is no Investment Adviser for this account, check the box
above and proceed to Section IV below. If you have retained an
independent adviser to assist you in evaluation of the
purchase of Penny Stocks in this account, please provide the
following information:
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Business Telephone
Credentials/Experience (to extent known by customer)
length of Time Adviser Has Advised Customer
OTHER INFORMATION
Customer may provide any other information he or she deems
relevant to his or her financial status, investment
objectives, or investment experience. Attach additional sheets
if necessary.
App. 36A-3
V. SUITABlLITY DETERMINATION Dear Customer: Based on the
Information provided in Sections I through IV above, regarding
your financial situation, investment objectives, and
investment experience, for the reasons set forth below, we
have determined that transactions in Penny Stocks are suitable
for you. In addition, we have determined that you have
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in Penny
Stocks. The following analysis is the basis for this
evaluation: (MUST BE COMPLETED)
Signature of Principal of Firm Date
UNDER SECURITIES AND EXCHANGE COMMISSION RULE 15c2-6. IT IS
UNLAWFUL FOR US TO EFFECT THE SALE OF PENNY STOCKS TO YOU
UNLESS WE HAVE: RECEIVED FROM YOU. PRIOR TO THE TRANSACTION, A
WRITTEN AGREEMENT TO THE TRANSACTION. WE ARE REQUIRED TO
PROVIDE YOU WITH THIS STATEMENT AS TO THE SUITABILITY OF
TRANSACTIONS IN PENNY STOCKS FOR YOU. PLEASE READ IT VERY
CAREFULLY. YOU SHOULD NOT SIGN AND RETURN THIS STATEMENT IF IT
DOES NOT ACCURATELY REFLECT YOUR FINANCIAL SITUATION,
INVESTMENT OBJECTIVES. AND INVESTMENT EXPERIENCE. OR IF YOU DO
NOT UNDERSTAND THE BASIS SET FORTH ABOVE, OF OUR DETERMINATION
THAT TRANSACTIONS IN PENNY STOCKS ARE SUITABLE FOR YOU.
Signature of Customer(s) . Date
Signature of Customer(s) Date
Comments:
Note: Do not return this completed form to the brokerage firm
via facsimile transmission or any other form of electronic
transfer. The firm must have the original copy of this form
before it can effect transactions in Penny Stocks.
App. 36A-4
IMPORTANT INFORMATION ON PENNY STOCKS
This statement is required by the U.S. Securities and Exchange
Commission (SEC) and contains important information on penny
stocks. Your broker-dealer is required to obtain your
signature to show that you have received this statement
before your first trade in a penny stock. You are urged to
read this statement before signing and before making a
purchase or sale of a penny stock
Penny stocks can be very risky.
Penny stocks are low-priced shares of small companies not
traded on an exchange or quoted on NASDAQ. Prices often are
not available. Investors in penny stocks often are unable to
sell stock back to the dealer that sold them the stock. Thus,
you may lose your investment. Be cautious of newly issued
penny stock.
Your salesperson is not an impartial advisor but is paid to
sell you the stock. Do not rely only on the salesperson, but
seek outside advice before you buy any stock. If you have
problems with a salesperson, contact the firm's compliance
officer or the regulators listed below.
Information you should get.
Before you buy penny stock, federal law requires your
salesperson to tell you the "offer" and the "bid" on the
stock, and the "compensation" the salesperson and the firm
receive for the trade. The firm also must mail a confirmation
of these prices to you after the trade.
You will need this price information to determine what profit,
if any, you will have when you sell your stock. The offer
price is the wholesale price at which the dealer is willing to
sell stock to other dealers. The bid price is the wholesale
price at which the dealer is willing to buy the stock from
other dealers. In its trade with you, the dealer may add a
retail charge to these wholesale prices as compensation
(called a "markup" or "markdown").
The difference between the bid and the offer price is the
dealer's "spread.A spread that is large compared with the
purchase price can make a resale of a stock very costly. To be
profitable when you sell, the bid price of your stock must
rise above the amount of this spread and the compensation
charged by both your selling and purchasing dealers. If the
dealer has no bid price, you may not be able to sell the stock
after you buy it, and may lose your whole investment.
Brokers duties and customer's rights and remedies. If you are
a victim of fraud, you may have rights and remedies under
state and federal law. You can get the disciplinary history of
a salesperson or firm from the NASD at 1-800-289-9999, and
additional information from your state securities official, at
the North American Securities Administrators Association's
central number: (202) 737-0900. You also may contact the SEC
with complaints at (202) 272-7440.
AGREEMENT TO PURCHASE
UNDER SECURITIES AND EXCHANGE COMMISSION RULE 15c2-6, IT IS
UN-LAWFUL FOR US TO EFFECT THE SALE OF THE PENNY STOCKS
IDENTIFIED BELOW UNLESS WE HAVE RECEIVED. PRIOR TO THE TRANS-
ACTION,A WRITTEN AGREEMENT TO THE TRANSACTION. By signing
below, you are agreeing to the purchase of the shares
identified below at a price that will be confirmed to you for
your agreement by your account executive prior to execution of
the transaction.
PENNY STOCKS:
Name of Issuer
Type of
Security (common stock, units, warrants, etc.)
Number of Shares
Signature of Customer(s) Date
Signature of Customer(s) Date
Signature of Registered Representative Date
Page 26 App. 36A-5
FURTHER INFORMATION
THE SECURITIES BEING SOLD TO YOU HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION.
MOREOVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
PASSED UPON THE FAIRNESS OR THE MERITS OF THIS TRANSACTION NOR
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAJNED IN
ANY PROSPECTUS OR ANY OTHER INFORMATION PROVIDED BY AN ISSUER
OR A BROKER OR DEALER. Generally, penny stock is a security
that: is priced under five dollars; is not traded on a
national stock exchange or on NASDAQ (the NASD's automated
quotation system for actively traded stocks); may be listed
in the "pink sheets" or the NASD OTC Bulletin Board; is
issued by a company that has less than $5 million in net
tangible assets and has been in business less than three
years, by a company that has under $2 million in net tangible
assets and has been in business for at least three years, or
by a company that has revenues of $6 million for 3 years. Use
caution when investing in penny stocks: 1. Do not make a
hurried investment decision. High-pressure sales techniques
can be a warning sign of fraud. The salesperson is not an
impartial advisor, but is paid for selling stock to you. The
salesperson also does not have to watch your investment for
you. Thus, you should think over the offer and seek outside
advice. Check to see if the information given by the
salesperson differs from other information you may have. Also,
it is illegal for salespersons to promise that a stock will
increase in value or is risk-free, or to guarantee against
loss. If you think there is a problem, ask to speak with a
compliance official at the firm, and, if necessary, any of the
regulators referred to in this statement.
Study the company issuing the stock. Be wary of companies that
ave no operating history, few assets, or no defined business
purpose. These may be sham or "shell" corporations. Read the
prospectus for the company carefully before you invest. Some
dealers fraudulently solicit investors' money to buy stock in
sham companies, artificially inflate the stock prices, then
cash in their profits before public investors can sell their
stock.
Understand the risky nature of these stocks. You should be
aware that you may lose part or all of your investment.
Because of large dealer spreads, you will not be able to sell
the stock immediately back to the dealer at the same price it
sold the stock to you. In some cases, the stock may fall
quickly in value. New companies, whose stock is sold in an
"initial public offering," often are riskier investments. Try
to find out if the shares the salesperson wants to sell you
are part of such an offering. Your salesperson must give you a
"prospectus" in an initial public offering, but the financial
condition shown in the prospectus of new companies can change
very quickly.
Know the brokerage firm and the salespeople with "whom you are
dealing. Because of the nature of the market for penny stock,
you may have to rely solely on the original brokerage firm
that sold you the stock for prices and to buy the stock back
from you. Ask the National Association of Securities Dealers,
Inc. (NASD) or your state securities regulator, which is a
member of the North American Securities Administrators
Association, Inc. (NASAA), about the licensing and
disciplinary record of the brokerage firm and the salesperson
contacting you. The telephone numbers of the NASD and NASAA
are listed on the first page of this document.
Be cautious if your salesperson leaves the firm. If the
salesperson who sold you the stock leaves his or her firm, the
firm may reassign your account to a new salesperson. If you
have problems, ask to speak to the firm's branch office
manager or a compliance officer.
Although the departing salesperson may ask you to transfer
your stock to his or her new firm, you do not have to do so.
Get information on the new firm. Be wary of requests to sell
your securities when the salesperson transfers to a new firm.
Also, you have the right to get your stock certificate from
your selling firm. You do not have to leave the certificate
with that firm or any other firm.
YOUR RIGHTS
Disclosures to you. Under penalty of federal law,your
brokerage firm must tell you the following information at two
different times before you agree to buyor sell a penny stock,
and after the trade, by written confirmation. The bid and
offer price quotes for penny stock, and the number of shares
to which the quoted prices apply. The bid and offer quotes
are the wholesale prices at which dealers trade among
themselves. These prices give you an idea of the market value
of the stock. The dealer must tell you these price quotes if
they appear on an automated quotation system approved by the
SEC. If not,the dealer must use its own quotes or trade
prices. You should calculate the spread, the difference
between the bid and offer quotes, to help decide if buying the
stock is a good investment. A lack of quotes may mean that the
market among dealers is not active. It thus may be difficult
to resell the stock. You also should be aware that the actual
price charged to you for the stock may differ from the price
quoted to you for 100 shares. You should therefore determine,
before you agree to a purchase, what the actual sales price
(before the markup) will be for the exact number of shares you
want to buy. The brokerage firm's compensation for the trade.
A markup is the amount a dealer adds to the wholesal offer
price of the stock and a markdown is the amount it subtracts
from the wholesale bid price of the stock as compensation. A
markup/markdown usually serves the same role as a broker's
commission on a trade. Most of the firms in the penny stock
market will be dealers, not brokers. The compensation received
by the brokerage firm's sales person for the trade. The
brokerage firm must disclose to you, as a total sum, the cash
compensation of your salesperson for the trade that is known
at the time of the trade. The firm must describe in the
written confirmation the nature of any other compensation of
your salesperson that is unknown at the time of the trade. In
addition to the items listed above,your brokerage firm must
send to you: Monthly account statements.In general, your
brokerage firm must send you a monthly statement that gives an
estimate of the value of each penny stock in your account, if
there is enough information to make an estimate. If the firm
has not bought or sold any penny stocks for your account for
six months, it can provide these statements every three
months. A Written Statement of Your Financial Situation and
Investment Goals, In general, unless you have had an account
with a brokerage firm for more than one year, or you have
previously brought three different penny stocks from that
firm, your brokerage firm must send you a written statement
for you to sign that accurately describes your financial
situation, your investment experience, and your investment
goals, and that contains a statement of why your firm decided
that penny stocks are a suitable investment for you. The firm
also must get your written consent to buy the penny stock.
Legal remedies. If penny stocks are sold to you in violation
of your rights listed above, or other federal or state
securities laws, you may be able to cancel your purchase and
get your money back. If the stocks are sold in a fraudulent
manner, you may be able to sue the persons and firms that
caused the fraud for damages. If you have signed an
arbitration agreement, however, you may have to pursue your
claim through arbitration. You may wish to contact an
attorney. The SEC is not authorized to represent individuals
in private litigation.
However, to protect yourself and other investors, you should
report any violations of your brokerage firm's duties listed
above and other securities laws to the SEC, the NASD, or your
state securities administrator at the telephone numbers on the
first page of this document.
These bodies have the power to stop fraudulent and abusive
activity of salespersons and firms engaged in the securities
business. Or you can write to the SEC at 450 Fifth St., N.W.,
Washington, D.C. 20549; the NASD at 1735 K Street, N.W.,
Washington, D.C. 20006; or NASAA at 555 New Jersey Avenue,
N.W.,Suite 750, Washington,D.C. 20001. NASAA will give you
PART TWO
INFORMATION NOT REQUIRED IN THE PROSPECTUS
TABLE OF CONTENTS:
PAGE ONE: ITEMS 24,25,26
PAGE TWO: ITEM 27
PAGE THREE:ITEM 28
ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VIII under the Articles of Incorporation and Article VI,
Section 6.1 of the By-Laws of the Company state that the
Company is Organized under the laws of Nevada. Nevada law expressly
authorizes Nevada corporation to indemnify its officers and directors
againstClaims or liabilities arising out of such persons conduct as
Officers or directors if they acted in good faith or manner
they Reasonable believed to be in or not opposed to the best
interest of The company. The Company intends to indemnify its
officers and Directors to the full extent permitted by Nevada law.
IN SO FAR AS SUCH INDEMNIFICATION MAY BE DEEMED TO INCLUDE ANY
CLAIM OR LOSSES ARISING OUT OF ANY VIOLATION OF FEDERAL SECURITIES
LAWS OR REGULATIONS, THE COMPANY HAS BEEN INFORMED THAT,IN THE OPINION
OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT OF 1933,AND
IS, THEREFORE UNENFORCEABLE.
In the event that a claim for indemnification against such
liabilities (other than the payment by the small business
issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense
of any action, suit or proceedings is asserted by such director,
officer or Controlling person in connection with the securities being
Registered,the small business issuer will, unless in the
opinion of Its counsel the matter has been settled by controlling
precedent,
Submit to a court of appropriate jurisdiction the question
whether Such indemnification by it is against public policy as
expressed in The Securities Act and will be governed by the final
adjudication of Such issue.
ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
An itemized statement of expense in connection with the
issuance and Distribution of the securities to be registered,
other than Underwriting discounts and commission,appears below.
All amounts are Estimates except for the SEC registration fee.
Registration Fee: $794
Transfer Agent Fee: $0
Printing and Engraving: $450
Legal: $1000
Accounting: $1000
NASDA FEE: $200
Standard and Poors:(Blue Sky Registration) $0
State Fees: $225
ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES
There have been no securities sold by the Company since its
inception, nor are any sales of securities anticipated until
after
Registering of this offering.
ITEM 27: EXIBITS AND FINANCIAL STATEMENTS SCHEDULES
ITEM 28: UNDERTAKINGS
The Registrant hereby undertakes that pursuant to Rule 415 under
the Securities Exchange Act of 1934,it shall (a) file, during any
period in which it offers or sells securities, a post-effective
amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act of 1933
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and (iii) include any
additional or changed material information on the plan of distribution:
(b) for determining liability under the Securities Act of 1933, treat
each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering; and (c)
file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(2) to provide the underwriters, if any, at the closing
specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
(3) that in so far as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.
(4) that for determining any liability under the Securities
Act of 1933, the Registrant shall treat the information omitted from
the form of prospectus filed as a part of the Registration
Statement in reliance upon Rule 430A and contained in a Form
of Prospectus filed by the Registrant under Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 as part of the
Registration Statement as of the time the Commission declared
it effective.(5) that for determining any liability under the
Securities Act of 1933, the Registrant shall treat each post
effective amendment that contains a Form of Prospectus as a
new Registration Statement for the securities offered in the
Registration Statement and that offering of the securities at
that time as the initial bona fide offering of those securities.
UNDER TAKINGS
No dealer,salesman or other person is authorized to give any
information or make any representations in connection with this
offering other than those contained in this Prospectus,if
given or made,such information or representation must not
be relied upon as having been authorized by the Company or
the Underwriters. Neither the delivery of this Prospectus nor
any sale made hereunder, shall under any circumstances, create
any implication that there has been changes in the affairs of the
Company since the date thereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy the shares of
Common Stock offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not au thorized or in which the
persons making such offer or solicitation is not qualified to
do so or to anyone to whom it is unlawful to make such offer or
solicitation.
ITEM 27
Exhibts and Financial Statements Schedule
A.EXHIBTS
EXHIBIT NUMBER
3.1 (i) ARTICLES OF INCORPORATION OF REGISTRANT.
3.1 (11) BY LAWS OF REGISTRANT
4.INSTRUMENTS DEFINING THE RIGHTS OF SHAREHOLDERS
INCULDING INDUTURE
5.OPINION LEGALITY
24.CONSENT OF EXPERT AND COUNSEL
TIRE DERIVED PRODUCTS, INC.
2845 CEDAR, SUITE 3, ABILENE, TEXAS, 79601
915-676-5226
The undersigned, a natural person being more than eighteen
years of age, acting as incorporator of a corporation pursuant
to the provisions of the General Corporations Laws of the
State of Nevada, does hereby adapt the follwing Articles of
Incorporation for such corporation
Article I
Name
The name of the corporation is Tire Derived Products.
Article 11
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this Corporation are organized are:
Section I. To transact any lawful business or to promote or
conduct any legitimate object or purpose, under and subject to
the laws of the State of Nevada.Section 2.To purchase or
otherwise acquire,own,mortgage,sell manufacture,assign and
transfer or otheruise dispose of,invest, trade,deal in and
with real and personal property,of every kind class,and
description Section 3.To issue promissory notes, bonds,
debentures and other evidences of indebtedness in the
furtherance of any of the stated purposes of the
corporation.Section 4.To enter into or execute contracts of
any kind and character, sealed or unsealed, with individuals,
firms, associations, corporations (private, public or
municipal), political subdivisions of the United States or
with the Government of the United States.
Section 5.To acquire and develop any interest in patent,
trademarks and copy rights connected with the business of the
corporations.
Section 6 To borrow money without limitations, and give a lien
on any of its property as security for any borrowing.
Section 7.To acquire by purchase, exchange or otherwise,a11,
or any part of, or any interest in, the properties ,assets,
business and good will of any one or more persons, firms,
associations, or corporations either within or out of the
State of Nevada heretofore or hereafter engaged in any
business for which a corporation may now or hereafter be
organized under the laws of the State of Nevada; hold, operate
,reorganize, liquidate, sell or in any manner dispose of the
whole or any part thereof? and in connection therewith,
assume or guaranty performance of any liabilities;
obligations or contracts of such persons, firms, associations
or corporations, and to conduct the whole or any part of any
business thus acquired. Section 8. To purchase, receive, take,
acquire or otherwise acquire, own and hold, sell, lend,
exchange, reissue, transfer or otherwise dispose of, pledge,
use, cancel, and other wise deal in and with the corporations
shares and its other securities from time to time to the
extent, in the manner and upon terms determined by the, Board
of Directors; provided that the corporation shall not use its
funds or property for the purchase of its own shares of
capital stock when its capital is impaired or when the
purchase would cause any impairment of the corporations
capital, except to the extent permitted by law.
Section9.To reorganize,as an incorporator, or cause to be
organized under the laws of any State of the United States of
America, or of any commonwealth, territory, agency or
instrumentality of the United States of America, or of any
foreign country, a corporation or corporations for the
purpose of conducting and promoting business or purpose for
which corporation may be organized ,and to dissolve, wind up,
liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound
up,liquidated,merged or consolidated.
Section 10.To do each and every thing necessary,suitable or
proper for the accomplishment of any of the purposes or the
attainment of any of the objects herein enumerated, or which
shall at any time appear conducive to or expedient for the
protection or benefit of the corporation.
Section ll To engage in any lawful business or activity which
may be conducted under the laws of the State of Nevada or any
other state or nation wherein this corporation shall be
authorized to transact business.
Article IV
Capitalization
Section l. The authorized capital of this corporation shall
consists of twenty-six million common shares, par value $.001
per share and seven million preferred shares,par value
$.001.Two million non voting shares, par value $.001 Each
common share shall have one vote per share as to voting and in
the event of dissolution and liquidation. There shall be no
cumulative voting by shareholders. Preferred shares may be
issued with such, designation, rights and preferences as may
be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered without
shareholder approval, to issues shares of Preferred stock,
with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights
of the holders of Common Stock.In the event of issuance, the
shares of Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or
preventing a change in control of the Corporation.
Section 2.The share holders shall have no preemptive rights
to acquire any shares of this corporation.
Section 3.The stock of the corporation, after the amount of
the subscription price has been paid in,shall not be subject
to assessment to pay the debts of the corporation.
Article v
Principal Offices
The address of the principal office of the corporation is 2845
Cedar,Suite 3, Abilene,Texas 79601.The corporation may
maintain such other offices either within or out of the State
of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.
Article VI
Resident Agent
The resident agents name is Corporate Service Center.
The address of the resident agent, is
1280 Terminalway Suite 3
Reno, NV 89502
TIRE DERIVED PRODUCTS,INC,2845 CEDAR,SUITE 3
ABILENE, TEXAS 915 676 5226
Article V11
Directors.
The corporation shall be governed by a Board of Directors and
shall have not less than one (1) nor more than seven (7)
directors as determined from time to time by the Board of
Directors, provided, however that if the corporation shall at
any time have fewer than (3) shareholders, the Board of
Directors may consist of fewer than (3) directors, but in no
event fewer than the total number of such shareholders. The
original Board of Directors shall be comprised of two (2) persons.
The names and addresses of the persons who are to serve as directors
until the first annual meeting of shareholders and until their
successors are elected and shall qualify are as follows:
Albert Burl Pittman
2845 Cedar, Suite 3
Abilene TX 79601
Mike McDonald
2845 Cedar Abilene Texas 79601
Article V111
Indemnification
As the Board of Directors may -From time to time provide in
the By-Laws or by resolution, the corporation may indemnify
its officers, directors, agents and other persons to the full
extent permitted by the laws of the State of Nevada.
Article IX
The name and address of Incorporators the incorporator is:
Albert Burl Pittman
2845 Cedar Street
Abilene, Texas, 79601
Dated this 30th of August 1994
State of Texas County of Taylor On the 30 day
of August 1994, personally appeared before me, a Notary Public
who acknowledged that Albert Burl Pittman executed the
forgoing Articles of Incorporation of Tire Derived Products Inc.
FILED IN THE OFFICE OF SECRETARY OF STATE OF NEVADA
SEP 21 1994
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
In the matter of Tire Derived, Products, Inc.
1 Corporate Service Center with address at suite Three
Street 1280 Terminal Way , Reno, County of Washoe Zip Code
89502 State of Nevada hereby accept the appointment as
Resident Agent of the above-entitled corporation in accordance
with NRS 78.090.
Furthermore, that the mailing address for the above registered
office is: 1280 Terminal Way #3 Reno Nevada Zip Code 89502
State of Nevada.
In witness whereof, I have hereunto set my hand this 31st day
of August,1994. CORPORATE SERVICE CENTER
Resident Agent
NRS 78.090 Except during any period of vacancy described in
NRS 78.097, every corporation must have a resident agent, who
may be either a natural person or a corporation, resident or
located in this state* Every resident agent must have a street
address, where he maintains an office for the service of
process, and may have a separate mailing address such as a
post office box, which may be different from the street
address The address of the resident agent is the registered
office of the corporation in this state. The resident agent
may be any bank or banking corporation, or other
corporation,located and doing business in this state. The
certificate of acceptance must be filed at the time of the
initial filing of the corporate papers.
BY-LAWS
TIRE DERIVED PRODUCTS, INC
ARTICLE 1 - OFFICES
Section 1.1 Offices.
The principal office of the corporation is
2845 Cedar Abilene
Texas 79601.
Section 1.2 Other Offices.
The corporation may also have such other offices, either
within or without the State of Nevada, as the board of
Directors may from time to time determine or the business of
the corporation may require.
ARTICLE 11 -- STOCKHOLDERS
Section 2. Annual Meeting.
An annual meeting of the stockholders For the selection of
directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting, shall be held at a location designated by the
Board of Directors on the second Monday in April, or if such
date shall fall on a holiday, the next business day
thereafter.
Section 2.2 Special Meetings
Special meeting of the stockholders, for any purpose or
purposes prescribed in the notice meeting, may be called by
the Board of Directors, the President, the Chief Executive
officer, or their holders of not less than one third of all
shares entitled to vote at the meeting, and shall be held at
such place, on such date. And at such time as they or he/she
shall fix.
Section 2.3 Notice of Meetings Written notice of the place,
date and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as
otherwise provided herein or required by 1aw (meaning, here
and hereinafter, as required from time to time by the laws of
the State of Nevada or the Articles of Incorporation).
When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if
the place, date and time thereof are announced at the meeting
at which adjournment is taken; provided however. That if the
date of any adjourned meeting is more than thirty days after
the date for which the meeting was' originally noticed, or if
f a new record date is fixed for the adjourned meeting,
Written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith At any adjourned
meeting, any business may be transacted which might have been
transacted at the original meeting.
BY-LAWS
TIRE DERIVED PRODUCTS, INC
Section 2.4 Quorum
At any meeting of the stockholder, the holder of a majority of
all the shares of the stock entitled to vote at the meeting
present in person or by proxy. shall constitute a quorum for
all purposes, unless or except to the extent that the
presence of a larger number required by law.
If a quorum shall fail to attend any meeting, the chairman of
the meeting or the holders of a majority of the shares of the
stock entitled to vote who are present, in person or by proxy,
may adjourn at the meeting to another place, date or time. If
a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote there at staling
that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at
such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at
such meeting.
Section 2.5 Organizations
Such a person as the Board of Directors may have designated
or, in the absence of such a person, the highest-ranking
officer of the corporation who is present shall call to order
any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be such person as the
chairman appoints.
Section 2.6 Conduct of Business
The chairman of any meeting of stockholders shall determine
the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the
conduct of discussion as seem to the chairman in order.
Section 2.7
At any meeting of the stockholders, every stockholder entitled
to vote may vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure
established for the meeting Each stock holder shall have one vote
for every share of stock entitled to vote which is registered in
his /her name on the record date for the meeting except as otherwise
provided herein or required by law. Preferred shares may be issued
with such, designation, rights and preferences as may be determined
from time to time by the Board of Directors. Accordingly, the
Board of Directors is empowered. Without shareholder approval,
to issue shares of Preferred Stock, with dividend,
liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the
holders of Common Stock. In the event of issuance, the shares
Of Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or
preventing a change in control of the corporation.
BY-LAWS
TIRE DERIVED PRODUCTS, INC
All voting, except on the elections of directors and here
otherwise required by, law may be by a voice vote provided
however, that upon demand therefore by a stockholder entitled
to vote or his proxy, a stock vote shall be taken Every stock
vote may be taken by voice or by ballot, this shall be at the
desecration of the chairman, if a ballot vote is taken each
ballot will state the name of the stockholder or proxy voting
and such other information as may be required under the
procedure established for the meeting, Every vote taken by
ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting* If a quorum is
present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders, unless the vote
of a greater number or voting by class is required by law,
under the Articles of Incorporations, or these by laws.
Section 2.8 Stock Lists
A complete list of stock holder's entitled to vote at any
meeting of stockholders arranged in alphabetical order for
each class of stock and showing the address of each such
stockholder and the number of shares registered in his/her
name, shall be open to the examination of any such
stockholders, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in
the notice of the meeting, or if not specified ,at the place
where the meeting is to be held.
Section 2.9
Participation in Meetings by Conference Telephone Any action,
except the election of directors, which may be taken by vote
of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power provided:
That if any greater proportion of voting power is required for
such action at a meeting, then such greater proportion of
written consents shall be required: and That these general
provisions shall not supersede any specific provision for action
by written consent required by law
ARTICLE III-BOARD OF DIRECTORS
Section 3.1 Number and Term of Office
The number of directors who shall constitute the whole board
shall be such number not less than one (1) nor more than (7)
as the Board of Directors shall at the time have designated.
Each director shall be selected for a term of one year and
until his successor is elected and qualified, except as
otherwise provided herein or required by Law.
BY-Laws
TIRE DERIVED PRODUCTS, INC
Section 3.1
Whenever the authorized number of directors is increased
between annual meetings of the stockholders,a majority of
the directors then in office shall have the power to elect
such new directors for the balance of a term and until their
successors are elected and qualified. Any decrease in the
authorized number of directors shall not become effective
until the expiration of the term of the directors then in
office unless, at the time of such decrease, there shall be
vacancies on the board which are being eliminated by the
decrease. In the event that there is only two Board of
Directors and they become deadlocked in the operations of the
affairs of the corporation. A special shareholders meeting
shall be called to elected a new Board of Director. The Two
Directors that are on the Board at this time shall refine from
voting their shares in person or by proxy at this special
called share holders meeting. Which is called especial for the
purpose of electing a new director to break the deadlock of
the Board of Directors. Either Director shall have the
authority to call the special shareholder meeting.
Section 3.2 Vacancies
If the office of any director becomes vacant by reasons of
death, resignation, disqualification, removal or other cause,
a majority of the directors remaining in offices, although
less than a qurom may elect a successor for the unexpires
term and until his successor is elected and qualified.
Section 3.3 Regular Meetings.
Special meeting of the Board of Directors may be called by one
third of the directors then in office or by the chief
executive officer and shall be held at such place, on such
date and at such time at they or he shall fix notice of the
place date and time of each such special meeting shall be
iven by each director by whom it is not waived by mailing
written notice not less than three days before the meeting or
by telegraphing the same not 1ess than eighteen hours before
the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting.
Section 3.5 Quorums
At any meeting of the Board of Directors, a majority of the
total number of the whole board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a
majority of those present may adjourn the meeting to another
place, date or time, without further notice or wavier thereof.
Section 3.6
Participation in Meetings by Conference Telephone
Members of the Board of Directors or of any committee thereof
may participate in a meeting of such board or committee by
means of conference telephone or similar communications
equipment that enables all persons participating in the
meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
BY-LAWS
TIRE DERIVED PRODUCTS.INC
Section 3.7 Conduct of Business
At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the board may from time
to time determine, and all matters shall be determined by the
vote if a majority of the directors present, except as
otherwise provided herein or required by law Action may be
taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board of Directors.
Section 3.8 Powers
The Board of Directors may, except as otherwise required by
1aw, exercise all such powers and do all such acts and things
as may be exercised or done by the corporation, including,
without limiting the generality of the foregoing, the
unqualified power:
To declare dividends from time to time in accordance with law:
To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every
kind, negotiable or non-negotiable, secured or unsecured, and
to do all things necessary in connection there within:
To remove any officer of the corporation with or without
cause, and from time to time devolve the powers and duties of
any officer upon any other person for the time being.
To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers? And
agents (f)To adopt from time to time such stock option, stock
purchase, bonus or other compensation plans for directors.
Officers, and agents of the corporation and its subsidiaries
as it may determine;(g) To adopt from time to time such
insurance, retirement and other benefit plans for directors,
officers and agents of the corporation and its subsidiaries
as it may determine; and h). To adopt from time to time
regulations not inconsistent With these by laws for the
management of the corporation business and affairs.
BY-LAWS
TIRE DERIVED PRODUCTS INC
Section 3.9 Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for
their services as directors, including, without limitation
their services as members of committees of the directors.
Section 3.10 Interested Directors
No contract or other transaction between the corporation and
one or more of its directors, or between the corporation and
any other corporation, firm, association or other entity in
which one or more of its directors or officers are directors,
or have a substantial financial interest shall be either void
or avoidable for this reason alone or by reason alone that
such director or directors are present at the meeting of the
board, or of a committee thereof, which approves such contract
or transactions, or that his or their votes are counted for
such purpose if any one o the following circumstances exists:
If the material facts as to such director's interest in such
contract or transaction and as to any such common
directorship, officer ship or financial interest are diseased
in good faith or known to the board or committee and
transaction by a vote sufficient for such purposes without
counting the vote of such interested director, or if the votes
of the disinterested directors are insufficient to constitute
an act of the board as defined in Section 3.7 of this article
by unanimous vote of the disinterested parties or
If the material facts as to such director's interest in such
contract or transaction and as to any such common
directorship, officer ship or financial interest are disclosed
in good faith or known to the shareholders entitled to vote
thereon, and d such contract or transaction is approve or
ratified by a majority vote of such shareholders, including
shares voted by such director, or
If the contract or transaction is affirmatively established by
the party or parties thereto, to be fair and reasonable as to
the corporation at the time it was approved by the board, a
committee thereof, or the shareholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board or a
committee thereof which approved such contract or transaction.
Section 3.1 Loans The corporation shall not lend money to or
use its credit to assist its officers, directors or other
control persons without authorization in that particular case
by the stockholders, but may lend money to and use its credit
to assist any employee, excluding such officers, directors or
other control persons of the corporation or of a subsidiary,
if such loan or assistance benefits the corporation.
BY-LAWS TIRE DERIVED PRODUCTS,INC
ARTICLE IV. LIMITATIONS OF POWERS
No Officer, Board of Director or Control person of the
corporation shall have the authority to enter into any
contract, verbal, written or otherwise that will bind or
commit the corporation to a term of longer than six months
without the approval of the majority vote of the Board of
Directors excluding the person who presents the contract for
approval to the Board of Directors.
ARTICLE IV. BANKING MATTERS
No Officer, Board of Director, or Control person shall have
the, authority to issue a check, bank, draft or any other
negotiable money instrument that will obligate the corporation
or require the corporation to, pay out of its treasure or any
other accounts that the corporation may have in excess of Four
Thousand Nine Hundred and Ninety Nine Dollars, ($4,999,99).
Without a majority vote of the Board of Directors, excluding
the vote of the person that present the money instrument to
the Board for approval. The corporation shall have two banking
accounts at all times, these accounts may be at the same
banking institution, but one must be styled the Master
Account, The second account, The Operating account. All Income
to the corporation will be deposited into the Master account
at the time it comes to the corporation. The Board of
Directors will select Two directors to have their signature
affixed to the master checking account and upon approval by
the board of the request for funds by the CEO, President or
Control Person, issue a check to the Operating account. The
President, CEO, or Control Person will submit to the Board of
Directors the amount of funds necessary to operate the
corporation for a period of one month. The CEO, President or
Control person will have the sole authority to write checks on
the operating account and will be the only signature required
on the operating account. Each dispersal from the Master
Account to the Operating account must be approve by the
Majority vote of the Board, excluding the vote of the CEO,
President or Control person who has authority to write checks
on the operating account.
BY-LAWS
TIRE DERIVED PRODUCTS,INC
ARTICLE VI. COMMITTIEES
Section 6.l Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the whole
board, may from time to time designate committees of the
board, with such lawful delegable powers and duties as it
thereby confers to serve at the pleasure of the board and
shall, for those committees and any other provided for herein,
elect a director or directors to serve as the members or
members, designating, if it desires or other directors as
alternative members who may replace any absent or disqualified
member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board
of Directors to declare a dividend or to authorize the
issuance of stock if the resolution which designates the
committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification
of any member of any committee and any alternate member in his
place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or
they constitute a quorum may be unanimous vote appoint another
member of the Board of Directors to act at the meeting in the
peace of the absent or disqualified member.
Section 6.2 Conduct of Business each committee may determine
the procedural rules for meeting and conducting its business
and shall act in accordance therewith, except as otherwise
provided herein or required by law. Adequate provision shall
be made for notice to members of all meetings; a majority of
them embers shall constitute a quorum unless the committee
shall consists of one or two members, in which event one
member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action
may @e taken by any committee without a meeting if all members
thereof content thereto in writing, and the writing or writing
are filed with the minutes of the proceedings of such
committee.
ARTICLE VII
The officers of the corporation shall consists of a President,
one or more Vice Presidents, a Secretary, a Treasure and such
other subordinate officers as may from time to time be
appointed by the Board of Directors. Officers shall be elected
by the Board of Directors, which shall consider that subject
at its first meeting after every annual meeting of
stockholders. Each officer shall hold his office until his
successor is elected and qualified or until his/her earlier
resignation or removal. Any number of offices may be held by
the same person, except that the offices of president and
secretary shall not be held by the same person.
BY-LAWS
TIRE DERIVED PRODUCTS,INC
Section 7.2 President
The president shall be the chief executive officer- of the
corporation. Subject to the provisions of these By-Laws and to
the direction of the Board of Directors, he shall have the
responsibility for the general management and control of the
affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the
office of chief executive or which are delegated to him by the
Board of Directors, He/ She shall have power to sign all stock
certificates, contracts and other instruments of the
corporation which are authorized He shall have general
supervision and direction of all of the other officers and
agents of the corporation. These powers are subject to any
limitations that may be written within these articles.
Section.7.3 Vice President
Each vice president shall perform such duties, as the Board of
Directors shall prescribe. In the absence or disability of the
President, the vice president who has served in such capacity
for the longest time shall perform the duties and exercise the
powers of the president.
Section 7.4 Treasure.
The treasure shall have the custody of the monies and
securities of the corporation and shall keep regular books of
account. He/ She shall make disbursements of the funds of the
corporation as are proper and shall render from time to time
an account of all such transactions and of the financial
condition of the corporation.
Section 7.5 Secretary
The secretary shall issue all authorized notices from. And
shall keep minutes of, all meetings of the stockholder and
"the Board of Directors. He/She shall have charge of the
corporate books.
Section 7.6 Delegation of Authority
The Board of Directors may, from time to time, delegate the
powers or duties of any officer to any other, office or
agents, notwithstanding any provision hereof.
Section 7.7 Any officer of the corporation may be removed at
any time, with or without cause by the Board of Directors.
Section 7.8 Action with Respect to Securities of Other Corporation
Unless otherwise directed by the Board of Directors, the
President shall have power to vote and otherwise act on behalf
of the corporation, in person or by proxy, at any meeting of
stockho1ders; of or with. Respect to any action of
stockholders of any other corporation in which this
corporation may hold securities and otherwise to exercise any
and all rights and powers with this corporation may possess by
reason of its ownership of securities in such corporation.
BY-LAWS
TIRE DERIVED PRODUCTS.INC
ARTICLE V111 INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 8.1 Generally The corporation shall have the power to
indemnity any person who or is a party or is threatened to be
made a party to any threatened pending or completed action
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he/she is or was a
director, officer employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses(inc1uding attorney's fees), Judgments, fines and
amount paid in settlement actually and reasonably incurred by
him or her in connection with such action, suit or proceeding
if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe
his/her conduct was unlawful The termination of any action,
suit or proceeding by judgment, order, settlement conviction,
or upon a plea of nolo contendere or items equivalent, shall
not itself, create a presumption that the person did not act
in good faith and in a manner he /she reasonably believed to
be in or not opposed to the best interest of the corporation,
and with respect to any criminal action or proceeding, had
reasonable cause to believe t h at his/her conduct was lawful.
The corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judge its favor by
reason of the fact that he/she is or was a director, officer,
employee, OR agent of the corporation, or is or was serving at
the request of the corporation as a director, officer,
employee or agent of another corporation partnership, joint
venture, trust or other enterprises against expenses
(including attorney's fees) actually and reasonably incurred
by him/her in connection with the defense of settlement of
such action or suit if incurred by him/her in connection with
the defense or settlement of such action or suit if he acted
in good faith and in a manner he /she reasonably believed to
be in or not opposed to the best interest of the corporation
and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct
in the performance of his/her duty to the corporation unless
and only to the extent that the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all
circumstances of the case ,such person is fairly and
reasonably entitled to indemnify for such expenses which such
court shall deem proper.
TIRE DERIVED PRODUCTS,INC
BY LAW
Section 8.2 Expenses
To -the extent that a director, officer, employee or agent of
the corporation has been successful on the merit or otherwise
in defense of any action, suit or proceeding referred to in
Section 6.1 of this Article or in defense of any claim, issue
or matter therein he shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurres by
him /her in connection there with, Expenses incurred in
defending a civil or criminal action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized in the manner
provided in Section 6.3 of this article upon receipt of a
undertaking by or on behalf of the director, officer, employee
or agent to repay such amount unless it shall ultimately be
determined that he/she is entitled to be indemnified by the
corporation as authorized in this Article.
Section 8.3 Determination by Board of Directors
Any indemnification under Section6.1 of this Artic1e (un1ess
ordered by a court shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he she has met the
applicable) standard of conduct set forth in Section 6-l of
this Article. The Board of Directors shall make such
determination by a majority vote of quorum of the
disinterested directors, by the shareholders, or independent
legal counsel in a written opinion.
Section 8.4 Not Exclusive of Other Rights.
The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote
of shares-holders or interested directors, or other wise, both
as to action in his/her official capacity and as to action in
another capacity while holding such office and shall continue
as to person who has ceased to be a director, officer,
employee or agent and shall inure "to the benefit of the
heirs, executors and administrators of such a person.
Insurance
The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership. Joint venture, trust or other enterprise against
any liability asserted against him/her and incurred by him/her
in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to
indemnify him/her against such liability under the provision
of this Article.
The corporation indemnity of any person who is or was
director, officer. employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
be reduced by any mount such person may collect as
indemnification (i) under any policy of insurance purchased
and maintained on his/her behalf by the corporation or (ii)
from such other corporation, partnership, joint venture,
trust or other enterprise.
BY-LAW
TIRE DERIVED PRODUCTS. INC
Section 8.6 Violation of Law
Nothing contained in this Article, or elsewhere in these By-
Law shall operate to indemnity any director or officer if such
indemnification is for any reason contrary to law, either as a
matter of public policy, or under the provisions of the
Federal Securities Act of 1933, the Securities Act of 1934, or
any other applicable state or federal laws
ection 8.7 Coverage For the purposes of this Article,
references to the corporation" include all constituent
corporation absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who
is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of
such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to
the resulting or surviving corporation as he/she would if he/
she had served the resulting or surviving corporation in the
same capacity.
ARTICLE IX
STOCK
Section 9.1 Certificates of Stock Each stockholder shall be
entitled to a certificate signed by, or in the name of the
corporation by, the President or a vice president. And by the
Secretary or an Assistant Secretary, or Treasure or an
Assistant Treasure, certifying the number of shares ouned by
him/her,Any of or all the signatures on the certificate may be
facsimile.
Section 9.2 Transfer of Stock Transfer of stock shall be
made only upon the transfer books of the corporation kept at
an office of the corporation or by transfer agents designated
to transfer shares of the stock of the corporation. Except
where a certificate is issued in accordance with Section 9.4
of Article IX of these By-Laws, an outstanding certificate for
the number of shares involved shall be surrendered for
cancellation before a new certificate )is issued therefore.
Section 9.3 Record Date The Board of Directors may fix a
record date, which shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time
for the other actions hereinafter described as of which there
shall be determined the stockholders who are entitled to
notice of or to vote at. any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in
writing without a meeting to receive payment of any dividend
or other distribution or allotment of any rights; or to
exercise any rights with respect of any change, conversion or
exchange of stock or with respect to any other lawful action.
BY-LAWS
TIRE DERIVED PRODUCTS.INC
Section 9.4 Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any
certificates of stock, another may be issued in its place
pursuant to such regulations as the Board of Director may
establish concerning proof of such loss, theft, or destruction
and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 9.5 Regulations
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other
regulations as the Board of Directors may establish
ARTICLE X
NOTICES
Section X.I Notices
Whenever notice is required to be given to any stockholder,
director, officer or agent such requirement shall not be
construed to mean personal notice. Such notice may in every
instance be effectively given by depositing a writing in a
post office or letter box, in a post paid sealed Wrapper, or
by dispatching a prepaid telegram, addressed to such stock
holders, directors, officer, or agent at his/ her address as
the same appears on the books of the corporation, The time
when such notice is dispatched shall be the time of the giving
of the notice.
Section X.2 Waivers
A Written Waiver of any notice, signed by a stockholder,
director, officer or agent, whether before or after the time
of the event for which notice is given, shall be deemed
equivalent to the notice required to be given to such
stockholder, director, officer, or agent. Neither the
business nor the purpose of any meeting need be specified in
such a wavier.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Facsimile Signatures
In addition to the provisions for the use of facsimile
signatures elsewhere specifically authorized in these BY
Laws, facsimile signatures of any officer or officers of the
corporation may be used whenever and as authorized by the
Board of Directors of a committee thereof.
Section 11.2 Corporate Seal.
The Board of Directors may provide a suitable seal, containing
the name of the corporation, which seal shall be in the
charge of the secretary, If and when so directed by the board
of directors or a committee thereof, duplicates of the seal
may be kept and used by the treasure or by the assistant
secretary or assistant treasure.
BY-LAWS
TIRE DERIVED PRODUCTS,INC
Section 11.3 Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the
Board of Directors and each officer of the corporation shall
in the performance of his/ her duties be fully protected in
relying in good faith upon the books of account or other
records of the corporation, including reports made to the
corporation by any of its offices, by an independent certified
public accountant, or by an appraiser selected with reasonable
care.
Section 11.4 Fiscal Year.
The fiscal year of the corporation shall be as fixed by the
Board of Directors.
Section 11.5 Time Periods.
In applying any of these BY-Laws which require that an act be
done or not done a specified number of days prior to an event
or that act to be done during a period of a specified number
of days prior to an event, calendar days shall used, the day
of the doing of the act shall be excluded and the day of the
event shall be included.
ARTICLE XII
AMENDMENTS
Section 12.l Amendments
These By laws may be amended or repealed by the Board of
directors at any meeting of the Board of Directors, or any
other meeting, or by a majority of the stockholders at any
stockholders meeting.
INSTRUMENTS DEFINING THE RIGHTS OF SHAREHOLDERS
DOMIESTIC AND FOREIGN CORPORATION LAWS
Tire Derived Products, Inc, being a Nevada Corporation will
adhere to the State of Nevada, Domestic and Foreign
Corporation Laws as set forth and adopted by the Secretary of
State Nevada, being current as of October 1st.1991.
These laws set forth the rights of share holders in a Nevada
Corporation. For examp1e:Chapter 78.257 these laws: Right of
Stock Holders to inspect and audit Financial records; I. Any
person who has been-a stockholder of record of any corporation
and owns not less than 15 percent of all issued and
outstanding shares at the stock of such corporation or-has
been authorized in writing by the holders of at least 15
percent of all its issued and outstanding shares upon at least
5 days written demand, is entitled to inspect in person or by
agent or attorney, during normal business hours, the books of
account and all financial records of the corporation, to make
extracts there from, and to conduct an audit of such record.
Holders of voting trust certificates representing 15 percent
of the issued and outstanding shares of the corporation shall
be regarded as stockholders for the purpose of this sub
section. The right of the stockholders to inspect the
corporate records shall not be limited in the articles, or by
laws of any corporation. The company advise any investors or
subscriber to the securities of the company to obtain a copy
of these laws.
These laws may be obtained bv writing to the Secretary of
State,Carson City, Nevada.
INSTRUMENTS DEFINING THE RIGHTS OF SHAREHOLDERS
ARTICLES OF INCORPORATION
Article IV
Capitalization
Section l. The authorized capital of this corporation shall
consists of tuenty-six millon common shares, par-value $.001
per share and seven million preferred shares. par value $.001
Two million nonvotinq shares, par value $.001.
Each common share shall have one vote per share
As to voting and in the event of dissolution and liquidation.
There shall be no cumulative voting by shareholders. Preferred
shares may be issued with such, designation, rights and
preferences as may be determined from time to time by the
Board of Directors. Accordingly, the Board of Directors is
empowered. without shareholder approval to issue shares of
Preferred Stock, with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting
power or other rights of the holders of Common Stock. In the
event of issuance. the shares of Preferred Stock could be
utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of
the Corporation.
Section 2. The share holders shall have no preemptive rights
to acquire any shares of this corporation.
Section 3.The stock of the corporation after the amount of the
subscription price has been paid in shall not be subject to
assessment to pay the debts of the corporation
TABLE OF CONTENTS PAGE
The Company-------------------------- 2
Risk Factors------------------------- 4
Use of Proceeds---------------------- 7
Capitalization----------------------- 10
Dividend Policy --------------------- 7
Management Discussion---------------- 18
Projections-------------------------- 21
Dilution----------------------------- 6
Plan of Distribution----------------- 9
Executive Officers------------------- 27
Operating Group---------------------- 29
Principal Stock Holders-------------- 11
Security Ownership of Management----- 11
Description of Securities------------ 8
Prospectus Summary------------------- 3
Legal Matters------------------------ 35
Experts------------------------------ 35
Description of Business-------------- 13
Market for Common Equity------------- 11
Executive Compensation--------------- 5
Additional Information--------------- 35
Index to Financial Statements-------- F1
Determination of Offering Price------ 9
Best Efforts Statement--------------- 1
Reports to Security Holders---------- 1
Certain Transactions----------------- 9
Blue Sky Laws------------------------ 10
Exhibits----------------------------- 36
Carbon Black------------------------- 37
300,0000 UNITS OF COMMON STOCK
PROSPECTUS TIRE DERIVED PRODUCTS,INC
THIS CORPORATION IS NOT A REPORTING COMPANY
UNTIL (90 DAYS AFTER THE DATE OF THIS PROSPECTUS)
All dealers effecting transactions in the registered
Securities,whether or not participating in the
distribution,may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver
a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.
The information contained herein is given as of the date of
this Prospectus unless otherwise indicated. The delivery of this
prospectus must not be construed under any circumstances as an
implication that there has been no change in the affairs of
the Company since the date hereof,or that the information contained
herein is correct as of any time subsequent to the date as of
which it is given.
