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

FORM 10-KSB/A

(Mark One)[X]
      Annual report
      under Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended
      June 30, 2004[ ]
      Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 
      For the transition period from ____________ to ____________


Commission File Number 33-17598-NY

The Tirex
      Corporation(Name of Small
      Business Issuer in Its Charter)


Delaware
      22-3282985(State or Other Jurisdiction of
      (I.R.S.
      EmployerIncorporation or Organization)
      Identification No.)4055
      Ste-Catherine St. West, Suite 151Montreal (Westmount), Quebec
      H3Z
      3J8(Address of Principal Executive Offices)
      (Zip
      Code)


(514) 935-2525(Issuer's
      Telephone Number, Including Area Code)


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

Name
      of Each ExchangeTitle of Each Class
      on Which RegisteredNONE
      NONE


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

NONE

Check whether the issuer: (1) filed all
  reports required to be filed by Section 13 or 15(d) of the Exchange Act during
  the preceding 12 months (or for such shorter period that the Company was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of
  delinquent filers in response to Item 405 of Regulation S-B contained in this
  form, and if no disclosure will be contained, to the best of the Company's
  knowledge, in definitive proxy or information statements incorporated by
  reference in Part III of this Form 10-KSB or any amendment to this Form
  10-KSB/A. [X]

$nil(Issuer's revenues for its most
      recent fiscal year)$4,998 (as of September 30, 2004)(Aggregate market value of the
      voting stock held by non-affiliates of the Issuer)249,895,892 (as of September 30,
      2004)(Number of shares outstanding of
      each of the Issuer's classes of common stock)


> Transitional Small Business Disclosure Format (check one) Yes [ ]    
>   No [X]

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DOCUMENTS INCORPORATED BY REFERENCE 
into Part I

Annual Report of the Company on Form 10-KSB/A for 
the year ended June 30, 2004

Quarterly Reports of the Company on Form 10-QSB
for the quarters ended September 30, 2003, December 31, 2003,
and March 31, 2004

Current Reports on Forms 8-K of the Company

(none)

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EXPLANATORY NOTE

The primary purpose of this amended Report
10-KSB is to replace the unaudited financial statements included with the
original filings with audited financial statements, these statements having been
retroactively audited by Moore & Associates, whose services were engaged in
2008. To the extent of some minor variations in the financial statements, as a
result of the audit, the Liquidity and Capital Resources sub-section of the
Management Discussion and Analysis has been modified to reflect the numbers of
the audited financial statements. There have been no other material changes.

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ITEM 1. DESCRIPTION OF BUSINESS

The Company

The Tirex Corporation (hereinafter referred to as "we", "us" or the
"Company") is engaged in the business of developing for sale, license or lease
an environmentally safe patented "turn key" cryogenic tire recycling system,
known as the "TCS System" The TCS System was designed and developed by us and
separates tires into clean and saleable rubber crumb, steel wire, and fiber. The
Company was incorporated in Delaware on August 19, 1987 under the name "ConcordEnterprises,
Inc." The Company's name was changed to "Stopwatch Inc." on June 20, 1989 and to
"Tirex America Inc." on March 10, 1993. On July 11, 1997, the Company's name was
changed to "The Tirex Corporation". Since 1993, our core business has been to
develop and to initiate marketing efforts by sale or license of an
environmentally friendly cryogenic tire recycling system, which we intend to
sell to recycling companies and governmental agencies to enable them to recycle
tires. We have devoted the bulk of our efforts to completing the design and
development of our first production model and raising the financing required to
do so. The Company has generated only very limited revenues from operations and
is still in the development stage.

The TCS-System

Our TCS-System comprises a complete, turn-key, environmentally safe,
cryogenic tire recycling system designed to: (i) disintegrate scrap tires, using
less energy than is required by existing ambient methods (which shred and/or
chop tires at "ambient" or normal room temperatures) or other currently
available cryogenic methods (which reduce the temperature of the materials
through the use of liquid nitrogen), and (ii) produce commercially exploitable,
high quality, clean rubber crumb and unshredded steel and fiber. Disregarding
configuration variations related to tire feedstock preparation and possible
auxiliary grinding after processing through the System to obtain higher
proportions of fine mesh rubber, these variations not forming part of our
technology in any event, the TCS System is offered in two basic versions, these
being the TCS-1 and the TCS-2. These two versions have an annual throughput
capacity of approximately one million tires and two million tires respectively,
these numbers based on average automobile tires having a scrap weight of
approximately nineteen pounds.

The freezing chamber of the TCS-1 Production Model previously located in
Montreal was a large tank through which the tire parts are circulated at
temperatures of approximately 170 degrees below zero, Fahrenheit. The second
version of the TCS has been designed to run approximately 20 degrees colder to
ensure that no pieces of rubber can warm up to the "glass point" before being
entirely processed by o ur patented fracturing mill. Frozen tire parts are
passed through another chamber that separates the component parts of all tires,
including rubber, wire and twine. This chamber contains crushing mechanisms and
other proprietary parts and processes that transform the rubber into very small
particles (mesh). The mesh is then physically separated from the metal and twine
and is finally subjected to other steps to achieve the desired mesh size.

The functions and mechanisms of the TCS-System have been designed for the
exclusive purpose of disintegrating automobile tires, although relatively minor
modifications could be introduced to accept other kinds of tires as well. The
components of a typical tire, which the TCS System is designed to cleanly
separate, basically consist of the following elements:

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1. Two types of rubber. The sidewalls of
  automobile tires are constructed of material containing a higher percentage of
  natural, as opposed to synthetic, rubber which is used in the treads. One of
  the several possible configurations of the front-end tire preparation section
  of the TCS-System has been designed to allow the entrepreneur to take
  advantage of these differences to produce separate rubber powders from
  sidewalls and treads, should the market for his output show such separation to
  be advantageous;

Steel beads, which consist of steel wires tightly wound
  together to a diameter of approximately 3/8 of an inch. These beads are
  imbedded around the edges of the tire which contact the wheel rims; Steel
  belting, which incorporates a thin layer of steel wires laid out in a "herring
  bone" pattern and which underlies the surface of the tread area; and

Fiber threads which are incorporated into the rubber used throughout the
  tire.

The TCS System has been designed to operate continuously (with minimum
amounts of scheduled downtime for maintenance) and to require less energy than
is used, to the best of the Company's knowledge, by other presently existing
tire recycling equipment.

Step-by-Step Operations

The step-by step operations of the TCS-System comprise the following:

Tire Feedstock Preparation

The TCS System is not designed to accept whole tires; whole tires must
undergo preliminary preparation to produce pieces of tire having a dimension
which permits their introduction into the patented fracturing mill. Feedstock
preparation can be accomplished in a number of ways including chipping,
shredding and removal of sidewalls followed by diecutting. None of these
techniques form part of the TCS System technology and the technique ultimately
chosen by the tire recycling entrepreneur will revolve around issues of capital
and operating costs as well as possible issues of transportation costs
respecting whole tires.

Freezing the Tire Pieces

The prepared tire pieces are deposited on a conveyor belt which brings a
continuous stream of tire pieces to a freezing chamber. Supercooled air,
produced on-site by an Air Plant, is continuously blown into the freezing
chamber, and this cold air freezes the tire pieces moving through the chamber to
the point where these pieces can be made to shatter like glass when subjected to
forces such as pressure and bending. After approximately thirty minutes in the
Freezing Chamber the frozen pieces exit the Freezing Chamber and enter our
patented disintegrators ("Fracturing Mills").

Size Reduction and Materials Separation in the Fracturing Mill

The frozen tire pieces pass through our patented disintegrators ("Fracturing
Mills") where the pieces are reduced to three separate output materials, these
being rubber crumb of varying degrees of fineness, intact pieces of steel and
intact pieces of fiber. This operation does not involve any chopping, shredding,
or hammer-milling. Therefore, the steel wires are neither cut nor broken. The
fiber threads retain their basic shapes and characteristics. No steel powder or
fiber fluff is produced.

Elimination of the Steel from the Fracturing Mill Output

Upon completion of processing in the Fracturing Mill, the output is conveyed
to a magnetic separation system where the intact steel wires are magnetically
removed from the remaining output of the Fracturing Mill, this being the rubber
crumb and the fiber. The steel can then be baled for either disposal or sale.

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Fiber Removal

The fiber and rubber crumb is then passed through screens to separate the
crumb from the fiber threads. The fiber threads are then conveyed out of the
machine. The fiber can then be baled or put into a container for either disposal
or sale.

Rubber Crumb Finishing

Rubber crumb finishing operations are dictated by the output requirements of
the entrepreneur and his or her customers. The TCS System has been configured to
produce rubber crumb in mesh sizes ranging from 10 mesh to 30 mesh at the option
of the entrepreneur, and in such proportions of mesh sizes as the entrepreneur
decides, according to his market requirements. Market considerations might
incite the recycling entrepreneur to request even finer mesh sizes of rubber
crumb than a TCS System is designed to produce. This requires auxiliary
grinding, which takes place after the steel and fiber have been removed, and
would affect the configuration of the post Fracturing Mill operations. Auxiliary
processing equipment does not form part of the TCS System technology.

It is possible that some very small pieces of steel and fiber can be trapped
in the larger pieces of rubber coming out of the Fracturing Mill. These small
amounts of steel and fiber are released during auxiliary processing and can be
separated during the auxiliary processing operation, magnetically for the steel
and by an air separation system for the residual fiber. The rubber crumb is then
passed through a series of screens to sort the rubber crumb by mesh size, which
is thence packaged for customer requirements.

Research and Development Activities

The Company's technical expertise and that of its consultants have been an
important factor in the development of the TCS technology, and thus the market
potential and positioning of the Company. Since its inception, the Company has
devoted substantial resources to the design and development of the TCS
technology as well as to raising the financing necessary for such activities.
The unavailability of financial resources forces the Company to suspend research
and development activities prior to the beginning of the 2004 fiscal year.
During the fiscal year 2003 , the Company expended approximately $450,000 on
research and development activities applied to the design and development of the
TCS-2 model, the successor to the original TCS-1 First Production Model, as well
as to product development involving rubber crumb. In collaboration with our
Licensee, Simpro S.p.A. of Turin, Italy, we continue to refine and enhance our
tire disintegration technology to comply with emerging regulatory or industry
standards or the requirements of any potential customer.

During the fiscal year ended June 30, 2003 all research and development
activities respecting the TCS-1 First Production Model and the design of the
TCS-2 were carried out by the Company's engineering and technical staff,
consisting of Louis V. Muro, Vice President in Charge of Engineering, and two
other Company contractually employed engineers.

Our current rate of recovery of saleable rubber per tire is approximately 94%
of the total approximate amount of rubber (14.5 lbs.) in a 19 lb. (average
weight) used auto tire. To the best of our knowledge, the recycling industry
currently recovers only 70-80% of the rubber. Our Licensee, Simpro S.p.A., is
currently in construction of a demonstration platform which will represent the
second generation TCS technology.

Manufacturing

Our activities to date focused primarily on the design and
development of the original TCS-1 First Production Model, and, more recently, on
the design of a second generation version of this technology. In connection with
these activities, we have been dependent upon arrangements with subcontractors
for the manufacture and assembly of the principal components incorporated into a
TCS System Plant. Pursuant to

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We have licensed the manufacturing respecting our technology to our
Manufacturing Partner, Simpro S.p.A. of Turin, Italy. Simpro is a designer and
manufacturer of high-technology production systems, historically primarily for
the automobile industry, and is active internationally. Simpro has its ISO 9001,
ISO 14001 and EMAS certifications.

Operations

Until near the end of Fiscal 2002, we had one Production Model TCS-1 Plant
which was composed of various proprietary and non-proprietary parts and
technology. During Calendar 2001 we converted the Production Model into a
full-scale commercial recycling center, with only two pieces of equipment
required to be added such that we would be able to produce the quantities of
fine mesh rubber crumb demanded by our identified customers. The lack of
financial resources forced Management to suspend crumb rubber operations at the
time of the calendar 2001 Christmas season. The continued lack of financial
resources in early calendar 2002 forced Management to prolong the shutdown
indefinitely. Near the end of Fiscal 2002, the Air Plant was returned to the
lessor, and, subsequently, the remaining components of the system were
dismantled. In order to satisfy the consulting fees and out-of-pocket costs
associated with the dismantling, relocation and storage of the First Production
Model, most of these components were assigned to the consultant for sale. The
Fracturing Mill was sent to the Simpro facility in Italy, where it remains, to
facilitate its redesign into a more compact unit.

On May 29, 1997, we entered into an Equipment Lease and Purchase Agreement
(the "OTRP L&P Agreement") with Oceans Tire Recycling & Processing Co., Inc. ("OTRP"),
a New Jersey corporation. Pursuant to the OTRP L&P Agreement, OTRP was to
purchase the first production model TCS-1 Plant with an anticipated delivery
date of September 15, 1997. However, while construction of the first full-scale
Production Model of the TCS-1 Plant began in February of 1997, its completion
was delayed because of the limited funds available for such purpose. As a
result, OTRP waived the delivery date and agreed to reschedule delivery. In
December 1997, OTRP and the Company agreed that, to the extent necessary for
OTRP to obtain sale and lease-back financing for the front-end module
("Front-End") and for certain parts of the Air Plant portion of the Plant, the
OTRP Agreement would be deemed to be modified, as required for such purpose. In
connection therewith OTRP arranged with an equipment financing company for sale
and lease-back financing, pursuant to which: (i) the said financing company
purchased the Front-End and certain designated portions of the TCS-1 Plant's Air
Plant directly from us; and (ii) leased such equipment back to OTRP pursuant to
its arrangements with OTRP and/or the OTRP principals. We sold, pursuant to a
lease purchase arrangement, the Front-End for a total purchase price of
$300,000, with irrevocable acceptance and final payment being obtained in
December of 1997. The designated portions of the Air Plant were sold/leased to a
financing company for a total purchase price of $580,000, with irrevocable
acceptance and final payment being obtained in April of 1998.

In July 2000, we entered onto a new agreement with OTRP/its principals (the
"New Agreement") modifying and clarifying provisions of the prior agreement
between the parties regarding certain rights to the Production Model. Pursuant
to the terms of the New Agreement, we issued 4,553,102 shares of its Common
Stock to OTRP's principal officer and stockholder in exchange for forgiveness of
approximately $938,000 in advances to us or paid on its behalf through June 30,
2000. The New Agreement confirmed OTRP's assignment to us of all its rights to
the Production Model and related technology, including all intellectual property
rights and any and all rights accruing to OTRP upon termination of the financing
lease/purchase arrangements. In addition, OTRP and its principal agreed to make
all lease payments to the financing companies in the event we failed to do so
and to convert all advances into our Common Stock at 50% of the market value on
the date of conversion. During fiscal year ended June 30, 2001 OTRP advanced
$256,857 toward our lease payments, and continued to make lease payments in
Fiscal 2002 at the rate of $29,280 per month, until the expiration of the lease
in mid-April 2002. Insofar as the equipment was not being used after the expiry
of the lease, no further lease payments were made. As indicated previously, the
lessor requested the return of the equipment, which was accomplished when the
lessor provided us with an appropriate destination. In April of 2002, 2,250,000
shares were issued in partial payment against the lease payments made.

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Subsidiaries

In May of 1995, in order to take advantage of financial incentives in
connection with the research and development work on the first production model
of the TCS-1 Plant, we formed a Canadian corporation, 3143619 Canada Inc. On
June 3, 1998, this entity's name was changed to Tirex Canada R&D Inc.
(hereinafter referred to as "Tirex R&D"). To qualify for Canadian Government
grants and tax benefits, the record owners of 51% of the issued and outstanding
capital stock of Tirex R&D are John L. Threshie, Jr. our President and Chairman
of our Board of Directors and Louis V. Muro, our Vice President of Engineering
and a member of our Board of Directors, both of whom are Canadian residents.
John L. Threshie, Jr. also serves as the Chairman of the Board of Directors and
the Chief Executive Officer of Tirex R&D while Louis V. Muro also serves as a
vice president and a director of Tirex R&D. We are the record holder of the
balance of 49% of the issued and outstanding capital stock of Tirex R&D. Messrs.
Threshie and Muro hold their Tirex R&D shares under the terms of a shareholders
agreement, which we can require them to transfer all such shares to us for no
compensation.

On April 22, 1998, we formed a second Canadian corporation, 3477584 Canada
Inc., the name of which was changed to Tirex Advanced Products Quebec Inc. on
June 3, 1998 (hereinafter referred to as "TAP"). TAP is a wholly owned
subsidiary of ours, but is presently dormant.

On June 1, 1998, we formed a third Canadian corporation, The Tirex
Corporation Canada Inc., referred to herein as "TCCI". TCCI is also a wholly
owned subsidiary of ours. TCCI was established to operate as our manufacturing
arm, but is presently dormant. We do not have any current plans to reactivate
TCC.

We also have another dormant, wholly owned subsidiary, formed under the laws
of the State of Delaware, Tirex Acquisition Corp. ("TAC"), for which we have no
present plans.

Canadian Grants

The governments of Canada and of Quebec, have officially acknowledged the
pivotal role played by business investment in research and development in
ensuring sustained economic growth and long-term prosperity. In order to
encourage such activities, the Government of Canada, on a national basis, and
the Government of Quebec, on a provincial basis, support private research and
development initiatives through the provision of scientific research tax
incentives to businesses and individuals. As a result of the combined efforts of
both levels of government, the Quebec location has offered the most generous tax
incentives for research and development programs in North America of which we
are aware.

In May of 1995, in order to take advantage of such financial incentives in
connection with the research and development work on the first production model
of the TCS-1 Plant, we formed Tirex R&D. (See "Subsidiaries").

The Tirex R&D License

Tirex R&D holds an exclusive, ten year license from the Company, which
expires on July 2, 2005. This license, which was modified in June of 2002,
permits Tirex R&D to design, develop, and manufacture the TCS-Systems on a
worldwide basis (the "Primary License"). To the extent necessary to ensure that
Tirex R&D's operations are focussed on pure research and development activities, Tirex R&D may sublicense the Primary License to TCCI or such other corporate
entity as would be deemed appropriate and beneficial. Unless the context
requires otherwise, the terms of the sublicense will be identical to those of

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Canadian Government and Government Sponsored Financial Assistance

Our May 1995 transfer of our research and development and manufacturing
activities to Tirex R&D (then referred to as "Tirex Canada") made us eligible
for various Canadian and Quebec government programs which provide loans, grants,
and tax incentives, as well as government guarantees for loans from private
lending institutions, for eligible investment, research and development, and
employee-training activities.

Tax Incentives

Canadian and Quebec tax incentives take the form of deductions and tax
credits with respect to eligible research and development expenditures of Tirex
R&D. Certain tax credits are called "refundable" because, to the extent that the
amount of the tax credit exceeds the taxes payable, they are paid over or
"refunded" to the taxpayer. Thus, these credits function effectively as monetary
grants. To qualify for such tax credits, research and development activities
must comprise investigation or systematic technological or scientific research
conducted through pure or applied research, undertaken to advance science and
develop new processes, materials, products or devices or to enhance existing
processes, materials, products, or devices. In the period following June 30,
2002, the Company's claim for tax credits in respect of Fiscal 2002 was audited
by Revenue Canada, which organization changed its name to Canada Customs and
Revenue Agency, or CCRA. For purposes of ease of reading, the old name of
Revenue Canada will continue to be used. As a result of this assessment, Revenue
Canada determined that Cdn$193,936 (approximately US$124,000) was due to us.
After deducting arrearages on payroll taxes and amounts due to other government
departments, the Company received a net amount of Cdn$132,038 (approximately
US$84,500). As a function of reciprocal arrangements between Revenue Canada and
Revenue Quebec, the Revenue Canada audit result becomes the basis of the
calculation of the tax credit granted by Revenue Quebec. The calculated Quebec
credit is Cdn$180,520 (approximately US$115,500) After deduction of payroll tax
arrearages and payroll tax audit adjustments, an amount die to us in the amount
of Cdn$119,365 was established (approximately US$76,400). Rather than release
this amount, Revenue Quebec withheld the amount on account of taxes owed by the
President of the Company. This situation remains unresolved.

Canadian Government, and Government Sponsored Loans and Grants

We have in the past also received financial assistance by way of loans and
grants from Canadian and Quebec governmental agencies for the design and
development of the TCS-1 Plant and for export market development. All of the
activities for which these loans were approved have been completed and we have
received the funds approved. Approximately 80% of the loans previously received
have been repaid. Of the remaining approximately CA $150,000 (approximately US$114,000
using a $0.76 exchange rate) US$66,500 will be forgiven if the Company does not realize any sales
in Spain and Portugal prior to June 30, 2004 and a further approximately
US$14,800 will also be forgiven if there are no sales in Spain and / or Portugal
prior to June 30, 2007.

Patent Protection

We were issued a United States patent on our Cryogenic Tire Disintegration
Process and Apparatus on April 7, 1998 (Patent No. 5,735,471). The duration of
the patent is 20 years from the date the original application was filed. In
November 1998, we filed our patent, for review, with the Canadian Patent Office.
We are unable to state at this time how long the Canadian review process will
take and is unable to give any assurances that the Canadian Patent will be
granted. Prior to the issuance of such patent, we relied solely on trade
secrets, proprietary know-how and technological innovation to develop our
technology and the designs and specifications for the TCS-1 Plant. The Company's
patent is free of liens. We do not presently hold any patents for our products
or systems outside of the United States. A Canadian patent has been applied for
and remains pending. We have lacked the financial resources to apply for a
process patent on an international basis, but the Company intends to file for
additional patent protection, in accordance with our Agreement with Simpro S.p.A.
of Turin, Italy, once sufficient financial resources will become available.

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We have entered into confidentiality and invention assignment agreements with
certain employees and consultants, which limit access to, and disclosure or use
of, our technology. There can be no assurance, however, that the steps we have
taken to deter misappropriation of our intellectual property or third party
development of our technology and/or processes will be adequate, that others
will not independently develop similar technologies and/or processes or that
secrecy will not be breached. In addition, although Management believes that our
technology has been independently developed and does not infringe on the
proprietary rights of others, there can be no assurance that our technology does
not and will not so infringe or that third parties will not assert infringement
claims against us in the future. Management believes that the steps they have
taken to date will provide some degree of protection, however, no assurance can
be given that this will be the case.

Competition

At present, there are various methods available to recycle tires, either to
produce rubber crumb or to extract their energy value. We know of no devices,
apparatus or equipment, utilizing technology which is identical or comparable to
the TCS-System technology, which are presently being sold or used anywhere in
the world, nor are we aware of any competing patents relating to our
disintegration technology. However, the TCS-System technology may reasonably be
expected to have to compete with related or similar processes, machines, or
devices for tire disintegration, cryogenic or otherwise. There are presently
many companies currently recycling tires which have established business
relationships. Moreover, prospective competitors which may enter the field in
the future may be considerably larger than us in total assets and resources.

This could enable them to bring their own technologies to more advanced stages
of development with more speed and efficiency than we will be able to apply to
the TCS-System. Additionally, manufacturers of presently available equipment and
systems are in a position to operate research and development departments
dedicated to continuously improving conventional systems and to developing new
and improved systems. There can be no assurance that the TCS-System will
successfully compete with existing systems or with any improved or new systems
which may be developed in the future.

Employees

As of October 2004, we have four persons employed either directly or under
consulting contracts including its three executive officers.. Three of the
foregoing persons devote their full time to our business and affairs, as
required. At times, we also utilize the services of part-time consultants to
assist us with market research and development and other matters. We intend to
hire additional personnel, as needed, and as financial resources permit.

Potential Markets

We believe that the potential markets for our TCS System will be directly
reflected by the level of demand for economical, high quality rubber crumb
derived from the recycling of scrap tires. The following discussion of the
potential markets for rubber crumb assumes that the TCS System will be capable
of economically producing high quality recycled rubber crumb and in a variety of
sizes, capable of being used in wide range of products. It should be noted,
however, that because of the limited operating history of our heretofore TCS-1
Production Model Plant, we cannot, give any assurance that our TCS Systems will
in fact perform as expected under continuous, commercial operating conditions.
Moreover, even if the demand for rubber crumb should increase in accordance with
our expectations, there can be no assurance that a demand for TCS Systems will
likewise develop.

Rubber is a valuable raw material and we believe that recycling this valuable
resource from scrap tires is an ideal way to recover that value. Recycled scrap
tire rubber is already used in a great variety of products, promoting longevity
by adding it to asphalt pavement, adding bulk and providing drainage as a soil
additive, providing durability as a carpet underpadding, increasing resiliency
in running track surfaces and gymnasium floors, absorbing shock and lessening
the potential for injuries as a ground cover for playgrounds
and other recreational areas, and as a significant component added to plastic
resins for making extruded or injection molded products.

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Marketing Activities

To a large extent, we have, in the past, concentrated our efforts on
completing the design, development, and construction of our heretofore TCS-First
Production Model 1 and raising adequate financing to support such efforts. Our
long-term objective, however, is to market TCS Systems worldwide, through
national and international sales representatives, licensees or strategic
partners.. Pursuant to an extensive technical audit, our heretofore First
Production Model permitted our company to be certified as an Accredited Tire
Recycler by Recyc-Quebec, a quasi-governmental agency of the Quebec Government,
and should we re-establish crumb rubber production operations, we would be
entitled to tipping fees paid by Recycle Quebec. In the meantime, Management
believes that this accreditation will be beneficial to our marketing efforts
respecting our technology.

We can make no assurances with respect to the success of our marketing and
distribution strategy of our TCS Systems. Furthermore, we have limited resources
to achieve the distribution of our TCS Systems and to date we have made no
sales, leases or licenses. We believe that we will need additional financing,
which may not be available, to achieve our long-term objectives.

Government Regulation

Insofar as the Company is not actually a tire recycler, government
regulations have little direct effect on our activities. Of greater importance
is the possible effect on our customers for the TCS technology. The TCS-System
is a "closed loop" system which does not use any chemicals, solvents, gases or
other substances which could result in emissions of any kind from the operation
of the Plant. To the best of the Company's knowledge, operation of a TCS-System
will not result in the emission of any pollutants, the disposal of combustion
residues, the storage of hazardous substances, or the production of any
significant amounts of solid waste which would have to be landfilled. However,
the operation of a TCS System will involve, to varying degrees and for varying
periods of time, the storage of scrap tires or tire pieces representing the
feedstock to the System, and limited storage of crumb rubber prior to shipment
to customers. Rubber, regardless of its physical dimensions or form, is widely
defined as being a fire hazard by fire protection services in most
industrially-advanced countries. Whole tires, with their size, volume and
composition, can pose potentially serious environmental problems. While the
Company does not believe that such storage will normally involve quantities of
tires so large or storage periods so extensive as to constitute the
"stockpiling" of scrap tires, it should be noted that stockpiling, should it
occur, could constitute a particularly serious environmental problem. Among the
numerous problems relating to scrap tires, is that when stockpiled above ground,
tires create serious public health and environmental hazards. These range from
scrap tire fires, which generate large and dense clouds of black smoke and cause
serious soil pollution problems, and which are extremely difficult to
extinguish, to the creation of vast breeding grounds for mosquitoes and vermin.

As a result, many US states and Canadian provinces have either passed or have
pending legislation regarding discarded tires including legislation limiting the
storage of used tires to specifically designated areas. Operators of TCS Systems
will therefore be subject to various local, state, and federal laws and
regulations including, without limitation, regulations promulgated by federal
and state environmental, health, and labor agencies. Establishing and operating
a TCS System for tire recycling will require numerous permits and compliance
with environmental and other government regulations, on the part of our
customers, both in the United States and Canada and in most other foreign
countries. The process of obtaining required regulatory approvals may be lengthy
and expensive for customers of our TCS Systems. Moreover, regulatory approvals,
if granted, may include significant limitations on operations. The US-EPA and
comparable US state and local regulatory agencies, and similar government bodies
in Canada and in other jurisdictions where TCS Systems will be marketed actively
enforce environmental regulations and conduct periodic inspections to determine
compliance with government regulations. Failure to comply with applicable
regulatory requirements can result in, among other things, fines, suspension of
approvals, seizure or recall of products, operating, restrictions, and criminal
prosecutions.

---

We believe that existing government regulations, while extensive, will not
result in the disenabling of its TCS System customers to operate profitably and
in compliance with such regulations. While these regulations are usually
stringent, the huge scrap tire problem must also be dealt with on a daily basis
and the need for economic and environmentally friendly recycling operations is
critical. The burden of compliance with laws and regulations governing the
installation and/or operation of TCS Systems could, nonetheless, discourage
potential customers from purchasing a TCS System. This would adversely affect
our business, prospects, results, and financial condition. As a result, our
business could be directly and indirectly affected by government regulations.

ITEM 2. DESCRIPTION OF PROPERTY

Our corporate headquarters is located at 4055 Ste-Catherine St. , Suite 151,
Westmount, Quebec, Canada H3Z 3J8. We have occupied offices at this address
since March 2003. The space was provided free of charge for the first six
months, which included the first two months of Fiscal 2004, and included
electricity, heating and local telephone service. This was extended by mutual
agreement for a period of four months to the end of December 2003. Late in
Fiscal 2004, new, but still advantageous terms were negotiated ms with the
landlord. The property is occupied on a month-by-month basis with no written
lease. Prior to moving to these premises, during Fiscal 2003, the Company
occupied premises in an industrial building on St. Patrick Street in Montreal,
where our heretofore First Production Model was located. After having
accumulated very substantial arrearages in rent and property taxes for which we
were financially responsible, our former landlord instructed us to vacate these
premises such that he could rent the space out to another company. As part of
the settlement agreement with this former landlord, we agreed to pay to this
former landlord the sum of US$540,000 out of the proceeds of the first four
sales of TCS Systems, at the rate of US$140,000 per system sold. .

ITEM 3. LEGAL PROCEEDINGS 
             We are
presently a party in the following legal proceedings:

IM2 Merchandising and Manufacturing, Inc and David B. Sinclair v.
The Tirex
Corporation, Tirex Corporation Canada, Inc., et al.

The Plaintiffs, a Canadian resident and a Canadian corporation sued in the
Delaware, U.S. Federal District Court claiming fraud, breach of contract, unjust
enrichment and other allegations, that the alleged Defendants, which include
Tirex Corporation Canada and The Tirex Corporation, jointly conspired to profit
from their failure to comply with terms of a manufacturing agreement. The
monetary demand of this complaint was unspecified. We were prepared to move to
dismiss Plaintiffs' Complaint, but after consultations with the Plaintiffs'
Attorneys, the Plaintiffs' withdrew this complaint voluntarily. Plaintiffs later
filed a second action in the Chancery Court of Delaware alleging certain of the
same allegations; fraud, breach of contract, unjust enrichment, breach of
fiduciary duty and misrepresentation, but eliminated other counts including the
securities fraud allegations. The Defendants in the State Court action are the
same named in the Federal Court action, and again the monetary damages are
unspecified. We moved to dismiss the State Court Chancery case alleging
defective service of process and asserting that the Court had no jurisdiction
over the Defendants in Delaware and for removal of the case to Canada based on
forum non convenience and other considerations. Our motion was granted and the
case dismissed.

Subsequently, on or about April 25, 2001, the Plaintiffs instituted a lawsuit
in Superior Court, judicial district of Montreal alleging breach of contract and
claims damages of Canadian$794,690 (approximately US$508,600) representing
expenses and an additional Canadian$5,411,158 (approximately US$1,874,000) in
loss of profits. Unlike the suit filed in the US Federal District Court in
Delaware, there was no accusation of fraud. We have filed a detailed answer
denying all liability, stating further that Plaintiffs failed to comply with
their obligations. We believe we have meritorious defenses to all of the
Plaintiffs' claims. The action is still pending.

---

Surgent v. The Tirex Corporation

An action was brought by the Plaintiff against us, alleging that we had
agreed to issue 1,000,000 shares of our Common Stock to the Plaintiff in
consideration for expenses allegedly paid by the Plaintiff on our behalf in the
amount of approximately $150,000. These expenses allegedly were incurred in
relation to the rental of certain office space and performance of administrative
services. The Plaintiff's complaint sought to impose an equitable trust or lien
on 1,000,000 of our unissued common shares, demanded the issuance of the
1,000,000 shares and alleged breach of contract and claimed damages of
$1,400,000.

We moved to dismiss the case on various procedural grounds and in September
2000 the Court granted our motion based upon the lack of venue in Union County,
New Jersey. A new action was instituted by Plaintiff in the Superior Court of
New Jersey, Bergen County in April 2001 alleging similar claims as set forth in
the previous action (Docket L-08060-00). We denied all of plaintiff's
allegations. On July 24, 2002, The Superior Court of New Jersey, Bergen County,
dismissed, with prejudice, the plaintiff,s complaint for "Lack of Prosecution".
Plaintiff was granted right to appeal, which was undertaken. However,
Plaintiff's appeal was rejected by the Appellate Court.

Lefebvre Freres Limited v. The Tirex Corporation

Lefebvre Freres Limited instituted an action against us on August 13, 2001 in
the Superior Court, judicial district of Montreal claiming Canadian $98,513
(approximately US$63,000) is due and owing for the manufacture and delivery of
car tire disintegrators. We are preparing a defense and cross claim against
Plaintiff as the product delivered was defective and we believe we are entitled
to a reimbursement of sums paid. The action is still pending.

Tri-Steel Industries Inc. v. The Tirex Corporation

Our landlord Tri-Steel Industries Inc. instituted an action against us, and
our subsidiaries Tirex Canada and Tirex Canada R & D Inc., on or about June 22,
2001 for arrears of rent in the amount of Canadian $177,973.62 Subsequent to the
Plaintiff's instituting this action, we continued to accumulate very substantial
arrearages for rent and property taxes for which we were financially
responsible. Subsequent to our vacating the premises which had been the object
of the lease, we settled with our former landlord for a total amount of
US$560,000, to be paid at the rate of $140,000 from each of our first four TCS
System sales.

No director, officer, or affiliate of the Company, or any associate of any of
them, is a party to or has a material interest in any proceeding adverse to us.

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

During the fiscal year ended June 30, 2004, no matters were submitted to a
vote of the shareholders of the Company.

PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's common stock, is traded on a limited basis in the
over-the-counter market and, since January 2003, has been listed on the "Gray
Sheets". We are currently awaiting the completion of our first unconditional
sales contract before attempting to have our stock re-quoted on the OTC
Electronic Bulletin Board, maintained by the National Association of Securities
Dealers, Inc. (the "OTC Bulletin Board"). The following table sets forth
representative high and low bid prices by calendar quarters as reported in the
OTC Bulletin Board during the last two fiscal years. The level of trading in the
Company's common stock has been limited and the bid prices reported may not be
indicative of the value of the common stock or the
existence of an active market. The OTC market quotations reflect inter-dealer
prices without retail markup, mark-down, or other fees or commissions, and may
not necessarily represent actual transactions.

---

|                                     | Bid Prices        
|------------------------------------ | ------------------
|Period                               | Common Stock      
|Fiscal Year Ending June 30,
    2002 | High              
|September 29, 2001                   | $ 0.08            
|December 29, 2001                    | 0.03              
|March 30, 2002                       | 0.02              
|June 29, 2002                        | 0.03              
|                                     |                   
|Fiscal Year Ending June 30,
    2002 | High              
|September 30, 2002                   | $ 0.01            
|December 30, 2002                    | 0.01              
|March 31, 2003                       | See note following
|June 30, 2003                        | See note following
|                                     |                   
|Fiscal Year 2004                     | See note following

Since being relegated to the Gray Sheets, bid prices are not posted.

Shareholders

As of October 1, 2004, the number of holders of record of the Company's
common stock, $.001 par value, was less than 500, which does not include shares
held by persons or companies in street or nominee name.

Dividends

The Company has paid no cash dividends and has no present plan to pay cash
dividends, intending instead to reinvest its earnings, if any. Payment of future
cash dividends will be determined from time to time by its Board of Directors,
based upon its future earnings (if any), financial condition, capital
requirements and other factors, the company is not presently subject to any
contractual or similar restriction on its present or future ability to pay such
dividends.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and notes thereto
included elsewhere in this prospectus. This document contains certain
forward-looking statements including, among others, anticipated trends in our
financial condition and results of operations and our business strategy. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements. Important factors to consider
in evaluating such forward-looking statements include (i) changes in external
competitive market factors or in

---

In March 2000, we announced that our tire recycling technology was ready for
replication and commercialization. Since Fiscal 2001, we have demonstrated our
technology to numerous groups from Asia, Europe, North and South and America and
the Caribbean, as well as to some shareholders and potential strategic alliance
partners. While numerous Letters of Intent were signed during the early
marketing stage, none materialized into firm purchase contracts. Management
attributed these failures to proceed to firm contracts to the lack of a track
record for the TCS technology, or alternatively, to the Company's inability to
provide performance guarantees. The Company signed its License Agreement with Simpro S.p.A. of Italy in January of 2003, and thus created the potential that
performance guarantees could be offered. As of June 30, 2004, no purchase/sale
contracts had been written.

Marketing Structure

We entered into a conditional agreement with Tirex-Europe in April 2001
respecting market development activities to be undertaken in most of Europe, the
Middle East and those North African countries bordering on the Mediterranean
Sea. This agreement originated from a previous letter of intent we entered into
with European Transformation Resources (ETR), a company to be incorporated under
the laws of the Grand Duchy of Luxembourg, for the marketing of TCS Systems in
these same regions. Under the terms of the conditional agreement with Tirex-Europe,
the Gross Revenue and Cost of Systems Sold numbers resulting from the sales of
TCS Systems by Tirex Europe would be recorded on their books rather than on
ours. Revenue would thus be attributed to us on the basis of a gross profit
sharing proportion applied to such sales concluded by Tirex-Europe. These gross
profit sharing proportions are variable as a function of whether or not the sale
is being made to a new customer or an existing customer and how many sales are
being made to the same customers. The variable scale is not country-specific.
Also under the terms of the Tirex-Europe Agreement, Tirex-Europe will pay to us
the sum of $500,000, payable over the sale of the first ten TCS Systems but with
an overall deadline of twelve months. The contract with Tirex-Europe does not
come into effect until Tirex-Europe delivers to us a first firm purchase order
for a TCS System. To date, Tirex Europe has not delivered any firm purchase
orders and thus the Tirex Europe Agreement remains ineffective. The Agreement
has not, however, been cancelled. In the interim, we are completely at liberty
to undertake any marketing activities we feel appropriate in those countries and
regions where Tirex Europe was to be active.

In January 2000, we signed a License Agreement with Ocean Equipment
Manufacturing and Sales Co. ("OEMS") of New Jersey, a company owned by Louis A.
Sanzaro who is also a director and a significant shareholder of Tirex, for the
marketing and for the manufacturing, installation and service of our tire
recycling systems in the U.S. market. Under the terms of the Agreement, we would
receive a royalty for each system sold, subject to adjustments respecting actual
manufacturing costs. As of June 30, 2003, OEMS had not yet concluded any sales
of TCS Systems to independent parties. As reported in a previous 10-KSB, Mr.
Sanzaro had accepted to relinquish his exclusivity with respect to the US
market. We are now dealing with potential US customers directly or through
go-betweens on a case-by-case basis, and, as such, the Company has not had to
pay any up-front fees or commissions or assume any marketing expenses incurred
by such independent persons.

On January 31, 2001, we entered into an Agreement with James Conway, an
Australian national, under which he was named Business Development Manager Asia.
Under this Agreement, Mr. Conway was directed to find a Japanese licensee to
produce and sell TCS Systems. The Japanese company eventually selected would
have exclusive rights to the Japanese market and non-exclusive rights in other
Asian markets. This five-year agreement with Mr. Conway provides for the payment
of 10% of the License Fee paid by the Japanese company plus a 1% commission on
sales made within five years on all sales made by the licensed Japanese
manufacturer. On August 10, 2001, we further appointed Mr. Conway as a Sales
Representative in Asian markets which would be outside of Japan, the territory
which would be attributed to an eventual Japanese licensee. Under the terms of
this three-year agreement, Mr. Conway would receive a

---

In January 2003, the Company entered into a License Agreement with Simpro
S.p.A. for exclusive manufacturing rights and for non-exclusive marketing rights
with respect to TCS Systems. Simpro is actually proposing construction of a new demonstration
model in Italy, which it plans to use to support their marketing efforts. To
date, Simpro has not sold any systems.

Since Fiscal 2002 and to date, the Company received several
expressions of interest to market our systems in worldwide markets but the
Company is unwilling to give market exclusivity to anybody except on a
customer-by-customer basis.

The lack of a significant track record relative to the operation and output
of the TCS System has proven to be difficult hurdle to overcome in making TCS
System sales. The installed cost of a TCS-1 System to an entrepreneur, depending
on the system configuration, the condition of the feedstock and the output
requirements and excluding building and infrastructure costs, is in the vicinity
of Euros4,300,000 (approximately US$5.25 million at prevailing exchange rates).
For a TCS-2, the comparable cost to the entrepreneur is in the vicinity of
Euros5,500,000 (approximately US$6.7 million at prevailing exchange rates). This
represents a substantial investment for an entrepreneur and, without performance
guarantees to substitute for the lack of a significant operating history,
entrepreneurs or their financial backers have heretofore been unwilling to
accept the risk of purchasing a new technology. Simpro has been able to obtain
insurance backing to support their offer of limited performance guarantees, and
such potential is expected to assist the marketing effort. Simpro is now
offering limited Performance Guarantees.

Potential System Sales Initiated Prior to Fiscal 2004

Puerto Rico

Recycletron Inc.



---

Marketing Efforts Initiated or Pursued During Fiscal 2004

During Fiscal 2004, the Company and Simpro have responded to numerous
requests for information. Out of these requests, several opportunities have
presented themselves which merited the expenditure of considerable effort to
close a Purchase and Sales Agreement. In addition to the Puerto Rican project,
Tirex and Simpro are actively pursuing opportunities In Mexico, Australia,
Brazil, Malaysia, the Middle East and Botswana. All of these opportunities are
well advanced. Simpro is also pursuing interesting opportunities in the UK,
France and Italy, while Tirex is also pursuing an opportunity in Eastern Canada.
However, regardless of Management's optimism as the various opportunities
enunciated above, there can be no assurance that these opportunities will
actually result in unconditional sales contracts.

The finalizing of the License Agreement with Simpro means that the gross
revenues from these sales will be recorded on Simpro's books, not in the books
of Tirex. The amount remitted back to Tirex will take the form of a royalty and
will be accounted for as such. Even if these sales would have been set up in
such a way as to be recordable on the books of Tirex, generally accepted
accounting principles in effect in the USA would have prevented the Company from
recognizing the revenue as such until the systems would have been accepted by
the customers. Given the time line required to manufacture, install and have
accepted these systems, it is quite unlikely that these revenues would become
recognizable during our fiscal year which will end June 30, 2005. By extension,
the same principles would apply to the royalty to be received by Tirex. While
the Company will benefit from the periodic cash inflows resulting from progress
payments during the next approximately ten months, the royalty will, in fact,
not have been earned until the systems are accepted by the customers.

In February of 2001, we concluded a private financing with an investor group.
Under the terms of the Agreement, we had the contractual right to require the
Investor to purchase up to US$5,000,000 of put notes. We drew down US$750,000 of
this amount and used the proceeds of this financing toward legal and consulting
fees due, normal operating expenses such as payroll, rent and taxes and the
acquisition of equipment for our prototype TCS-1 Plant. In July of 2001, the
Company entered into a technical default with respect to the Agreement by not
having an SB-2 Registration Statement declared effective by the SEC. After
several months of negotiations, the Company entered into a Settlement Agreement
with the Investor Group which provided for a cash paydown of the amount owed,
including interest and penalties over a period of approximately two years
starting with the date the Settlement Agreement was signed, the right of the
Investor Group to continue to be able to sell up to 600,000 collateral and Rule
144 shares per month and the issuance of three series of warrants, 500,000 each,
exercisable at prices of one cent, five cents and ten cents over a three year
period. This Settlement Agreement was announced in April of 2002, and details of
the terms of the Agreement are filed as an Exhibit to this Report. The Company,
in the absence of having completed its first sales of TCS Systems according to
our expectations, was unable to generate the cash flow necessary to pay down the
Convertible Note in accordance with the terms of the Settlement Agreement. Thus,
the Company once again finds itself in a position of default. Numerous recourses
are available to the holders of the Convertible Notes, but to date, these
recourses have not been exercised. Such recourses can be exercised at any time
and the fact that they have not been exercised so far does not preclude their
being exercised now or in the future. The Company has kept the Convertible Note
holders apprised of its efforts to sell TCS Systems and thus restart the
repayments on the Convertible Notes.

Because of the lengthy delay preceding the commencement of commercial
operations, we have historically had to cover our overhead costs from sources
other than from commercial revenues. We expect that some portion of our future
overhead costs, which may be quite significant, will continue to be covered from
sources other than commercial revenues. Until December of 2001, our monthly
operating costs were about US$100,000 per month. With the cessation of
production activities and the scaling back of research and development
expenditures starting in January of 2002, our monthly costs were reduced to
approximately US$35,000 per month. Since March of 2003, our monthly
our-of-pocket cash costs have been reduced to negligeable amounts. Our cash flow
deficit condition will continue until such time as the Company will start
generating revenues from the sale of TCS Systems.

While we have initiated marketing of TCS Systems and have in place a License
Agreement, as of September 30, 2004, no unconditional sales orders for TCS
Systems had been received and manufacturing of TCS Systems has not been
initiated. We do anticipate that we will begin selling or licensing out the sale

---

Liquidity and Capital Resources



As of June 30, 2004, the Company had total liabilities of $3,272,693 as
compared to $4,094,837 at June 30, 2003, reflecting a decrease in liabilities of
$822,144. Total liabilities at June 30, 2003 had reflected a previous increase
of $45,697 over $4,049,140 in total liabilities at June 30, 2002. The decrease
in total liabilities at June 30, 2004 is attributable to: (i) a decrease in
Accounts Payable and Accrued Liabilities and current portion of Long-Term Debt
in the amount of $828,050 from $1,877,539 as of June 30, 2003 to $1,049,489 as
of June 30, 2004; (ii) a decrease in Government Loans in the amount of $87,080
from $87,080 as of June 30, 2003 to zero as of June 30, 2004; (iii) a decrease
in Convertible Notes in the amount of $345,884 from $932,240 as of June 30, 2003
to $586,356 as of June 30, 2004; (iv) an increase in Convertible Loans in the
amount of $438,869 from $794,923 as of June 30, 2003 to $1,233,792 as of June
30, 2004.

Reflecting the foregoing, the financial statements indicate that as at June
30, 2004, the Company had a working capital deficit (current assets minus
current liabilities) of $1,049,489 and that as at June 30, 2003, the Company had
a working capital deficit of $1,783,741, a working capital deficit decrease of
$734,252. There were significant changes in current assets, as noted above,
while there were reductions to current liabilities due to third parties
represented by Accounts Payable and Accrued Liabilities.

The success of the tire recycling equipment manufacturing business and the
Companys ability to continue as a going concern will be dependent upon the
ability of the Company to obtain adequate financing to commence profitable,
commercial manufacturing and sales activities and the TCS Systems ability to
meet anticipated performance specifications on a continuous, long term,
commercial basis.

As noted above, the Company is presently in the early stages of the business
of manufacturing and selling TCS Systems. The Company will commence
manufacturing operations with respect to TCS Systems, either directly or through
licensees, upon receipt of firm purchase orders, either directly or through
strategic market development partners. While progress to this end has proven
frustrating so far, the Company believes that we will be able to secure such
purchase orders in the future. The Company had only incidental revenues from
operations during Fiscal years 2002 related to the sale of a relatively small
quantity of crumb rubber and no revenues for Fiscal 2003. Unless and until the
Company successfully develops the marketing and manufacturing operations related
to TCS Systems on a full-scale commercial basis, the Company will continue to
generate inadequate revenues from operations to support our monthly cash
requirements. Except for the incidental revenues from the sale of a relatively
small quantity of crumb rubber, the Company has never engaged in any significant
commercial activities.

The financial statements, which are included in this report, reflect total
general and administrative expenses of $666,267 for fiscal 2004, which reflects
a decrease of $789,863 over Fiscal 2003, when general and administrative
expenses were $1,456,130. During fiscal 2004, the Companys total operating
costs decreased by $1,859,591 from $1,561,375 for fiscal 2003 to ($298,216) for
fiscal 2004. A large part of the decrease is the result of a gain from
extinguishment of debt in the amount of $1,047,921 and the suspension

---

The Company believes that the amounts accrued to date in respect of the
shares issued to compensate the executive officers and consultants reflect the
fair value of the services rendered, and that the recipients of such shares
received such shares at an appropriate and reasonable discount from the then
current public market price. The Company believes that the discount is warranted
due to the fact that there are often restrictions on the transfer of said shares
arising out of the absence of registration, and the uncertainty respecting our
ability to continue as a going concern.

From inception (July 15, 1987) through June 30, 2004, the Company has
incurred a cumulative net loss of $28,652,832. Approximately $1,057,356 of such
cumulative net loss was incurred prior to the inception of the Companys present
business plan in connection with the Companys discontinued proposed health care
business and was due primarily to the expending of costs associated with the
unsuccessful attempt to establish such health care business. The Company never
commenced the proposed health care operations and therefore, generated no
revenues therefrom.

ITEM 7. FINANCIAL STATEMENTS

Our financial statements required to be included in this Report pursuant to
Item 310(a) of Regulation S-B, are set forth below.

ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Following the end of Fiscal 2004, our independent
certifying accountant informed us that he was abandoning all SEC-oriented work.
Thus, we have had to change our certifying accountant effective with the annual
financial statements for the year ended June 30, 2004. The resignation of our
former certifying accountant was not related in any way to any disputes
respecting the Companys accounting or its financial disclosures to shareholders
or other interested parties. Based on the recommendation of our former
certifying accountant, the Company subsequently engaged Moore & Associates as
its new certifying accountant. Prior to this most recent change, there had been
no resignation or dismissal of our principal independent accountant during the
two most recent fiscal years.

---

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Directors, Executive Officers and Significant Employees

The following sets forth, as of June 30, 2003 the names and ages of all
directors, executive officers, and other significant employees of the Company;
and all positions and offices in the Company held by each, and the terms of said
offices. Each director will hold office until the next annual meeting of
shareholders and until his or her successor has been elected and qualified:

Offices
      Term ofName
      

      Age
      

      
      Held
      OfficeJohn L. Threshie, Jr.
      

      50
      Chairman of the Board
      November 1999 -of Directors, President,
      and
      presentChief Executive Officer
      

June 1995 -Director
      

      February 1999Vice President
      

June 1995-November 1999SecretaryDecember 1996February 1999Louis V. Muro
      

      72
      Vice President
      January 1996 -of Engineering
      presentand Director
      

March 1994 -President
      

      January 1995Director
      

December 1992 -Secretary
      

January 1995December 1992 - March 1994Louis Sanzaro
      

      55
      Director
      January 1997 - presentPresident
      February 1999 -November 1999Vice President
      January 1998 -of Operations
      February 1999Michael D.A. Ash
      

      55
      Secretary, Treasurer,
      February 1999-and Chief Financial
      presentand Accounting Officer


The Board of Directors has no standing committees.

Family Relationships

No family relationships exist between any director or executive officer of
Company or any person contemplated to become such.

---

Business Experience

The following summarizes the occupation and business experience during the
past five years for each director, executive officer and significant employee of
the Company. A significant employee is a person who is not an executive officer
of the Company but who is expected to make a significant contribution to the
business of the Company.

JOHN L. THRESHIE, JR.

LOUIS V. MURO.

LOUIS SANZARO. Mr. Sanzaro has been a Director of the Company since
January 1997 and a Director of The Tirex Corporation Canada Inc. since June
1998. He served as a consultant to the Company from January 1, 1997 until June
1998, when he was appointed Vice President of Operations and Chief Operating
Officer. On February 11, 1999, Mr. Sanzaro resigned as Vice President of
Operations and was appointed to the position of President of the Company.
Effective November 23, 1999, and to avoid a possible future conflict of
interest, Mr. Sanzaro resigned as President of the Company. Mr. Sanzaro holds a
degree in marketing from Marquette University. In 1997, he was named "Recycler
of the Year" for the State of New Jersey and was also awarded the distinction of
being named "Recycling Processor of the Decade" by Ocean County, New Jersey. He
is the President and a member of the Board of Directors of the nation-wide,
Construction Material Recycling Association. Since 1986, Mr. Sanzaro has served
as President and CEO of Ocean County Recycling Center, Inc. ("Ocean County
Recycling"), in Tom's River, New Jersey. Ocean County Recycling is in the
business of processing construction and demolition debris for reuse as a
substitute for virgin materials in the construction and road building
industries. In addition, since 1989, Mr. Sanzaro has served as Vice President
and COO of Ocean Utility Contracting Co., Inc., a New Jersey company engaged in
the installation of sewer and water main pipelines and the construction of new
roadway infrastructure. From 1973 until 1990, Mr. Sanzaro was the President and
CEO of J and L Excavating and Contracting Co., Inc., a company engaged in the
construction of residential, commercial, industrial, and government buildings.

---

MICHAEL D.A. ASH. Mr. Ash joined the Company on January 11, 1999. On
February 11, 1999, Mr. Ash was appointed Secretary, Treasurer, and Chief
Financial and Accounting Officer of the Company. Mr. Ash graduated with a
Bachelor's Degree in Business Administration, Magna Cum Laude, from Bishop's
University in Quebec in 1970, and with an MBA, With Distinction, from Harvard
Business School in 1975. Mr. Ash received his Chartered Accountant
certification, (Canadian equivalent to a CPA) in 1972 while employed by Coopers
& Lybrand (now PriceWaterhouseCoopers). Since graduation from Harvard, Mr. Ash
has spent most of his career with the Government of Canada, first with the
Office of the Comptroller General in Ottawa and, for the subsequent eighteen
years, with a federal regional economic and industrial development agency in
Montreal where he gained exposure to a very large number of companies and
industrial sectors, ranging from developmental companies to major multi-national
corporations. For ten years during this time period, Mr. Ash was also a
part-time lecturer in accountancy at Concordia University in Montreal for
students registered in the program leading to the Chartered Accountancy
designation.

Compliance With Section 16(a) of the Exchange Act.

None of the securities have been registered pursuant to
Section 12 of the Exchange Act of 1934, as amended (the "Exchange Act").
Therefore, Section 16(a) of the Exchange Act is not applicable.

ITEM 10. EXECUTIVE COMPENSATION

Current Remuneration

The following table sets forth information concerning the
annual compensation received or accrued for services provided in all capacities
for the fiscal years ended June 30, 2002, 2003 and 2004 by our chief executive
and all our executive officers serving as such as at June 30, 2004 or at any
time during the year ended June 30, 2004. Common stock issued in lieu of cash
salary payments was valued at a 30-50% discount from the average market price of
such stock during the periods in which such salary was earned. Determination of
the market price for such purpose was based upon the average of the bid and ask
prices of such stock, as traded in the over-the-counter market and quoted in the
OTC Bulletin Board. With respect to the issuance of shares during the fourth
quarter of Fiscal 2003, this issuance representing but partial compensation to
those directors and officers to whom sums were due, the period involved was
prior to the company's stock being demoted to the gray sheets, and thus
reference to the Bulletin Board prices still applied. The discount from the
market price was determined arbitrarily, by negotiation between the Company and
our executive officers and did not bear any relationship to any established
valuation criteria such as assets, book value, or prospective earnings. The
market prices of our common stock and the liquidity of such market has
historically been volatile. Future announcements concerning us, our competitors,
results of testing, technological innovations or new commercial products may
have a significant impact on the market price of our common stock. We believe
that, as of the dates when such shares were issued, the actual market value of
such shares was, and as of the date hereof remains, highly contingent upon, and
subject to, extremely high risks.

---

SUMMARY COMPENSATION TABLE:

|ANNUAL COMPENSATION         
|----------------------------
|Name and Principal Position 
|                            
|John L. Threshie Jr.        
|President                   
|                            
|                            
|Louis V. Muro               
|Vice President - Engineering
|                            
|                            
|Michael D.A. Ash            
|Secretary-Treasurer & CFO   
|                            

In 1999, Mr. Ash abrogated his then existing Employment
Agreement. This was replaced by a Consulting Agreement for a period of sixteen
(16) months to the end of Calendar 2000. Under this consulting agreement, Mr.
Ash received 2,000,000 shares of the common stock of the Company. A new
employment Agreement with an effective date of January 2001 was put into effect
and the prior Consulting Agreement was allowed to lapse. Under that Employment
Agreement, Mr. Ash earned a salary of $100,000 and Mr. Ash also had options to
purchase stock of the company at the lesser of 20(cent) for the first year
option, 40(cent) for the second year option and 50(cent) for the third year
option, or 50% of market applicable to each series. The options were exercisable
on a cashless basis.. Prorating the stock issuance over the sixteen month term
of the prior Consulting Agreement, in Fiscal 2000, Mr. Ash was entitled to
1,250,000 shares of stock. There was no cash salary in Fiscal 2000 for Mr. Ash.
For Fiscal 2001, Mr. Ash received the balance of his stock entitlement, i.e.
750,000 shares, and was entitled to receive $50,000 in cash. For Fiscal 2002 and
2003, Mr. Ash was entitled to receive $100,000 annually. Mr. Ash exercised the
stock options available to him under the Employment Agreement which terminated
December 31, 2003. Mr. Ash's Employment Agreement was renewed for a
three-year period starting January 1, 2004. Until this renewed agreement, Mr. Ash will continue to be
entitled to receive an annual salary of $100,000, and Mr. Ash has been granted a
new set of options identical, other than for dates, to the options granted in
the preceding agreement.

---

(1) No compensation was paid either in cash or in shares to Messrs. Threshie,
Muro and Ash during Fiscal 2004. The amounts due have been recorded as
liabilities of the Company.

(2) During Fiscal 2003, Mr. Threshie received 2,500,000 commons shares of the
stock of our Company in partial compensation for salary and expenses, issued at
a 35% discount to market.

(3) In lieu of cash payment of salary, reimbursable expenses and other
benefits, Mr. Threshie was issued shares of our Common Stock and was permitted
to purchase shares during FY 2002 at a discount of 35% currently in effect
versus 50% in prior years, of the then current market price. The number of
shares issued to Mr. Threshie pursuant thereto during fiscal 2002 aggregated
6,555,709 shares. It is our intention and that of Mr. Threshie to continue to
enter into similar transactions during fiscal year 2003 for all or part of his
salary and for reimbursement of expenses.

(4) During Fiscal 2003, Mr. Muro received 2,000,000 common shares of the
stock of our Company in partial compensation for salary and expenses, issued at
a 35% discount to market.

(5) In lieu of cash payment of salary, reimbursable expenses and other
benefits, Mr. Muro, from time to time, was issued shares of our Common Stock and
purchased shares during FY 2002 at a discount of 35% currently in effect, versus
50% in prior years, of the then current market price. The number of shares
issued to Mr. Muro pursuant thereto during fiscal 2002 aggregated 2,250,000
shares.

---

(6) In lieu of cash payment of salary, reimbursable expenses and other
benefits, Mr. Ash received 2,100,000 common shares of our Company, as partial
compensation, during Fiscal 2003, issued at a 35% discount to market. During
Fiscal 2003, Mr. Ash notified the Company of his desire to exercise his first
option under his Employment Agreement. The Company has not yet issued the
500,000 shares necessary to satisfy this exercise on a cashless basis, as
provided for in the Employment Agreement.

(7) In lieu of cash payment of salary, reimbursable expenses and other
benefits, Mr. Ash received 3,468,603 common shares of our Company during Fiscal
2002, issued at a 35% discount to market,

(8) We believe that it is impossible to determine the actual current or
  potential value of such shares in light of the fact that, as of the dates when
  such shares were issued to the executive officers, the actual potential market
  value of such shares were highly contingent upon, and subject to, extremely
  high risks including but not limited to the following factors: (i) the very
  early stage of development of our business; (ii) our lack of sufficient funds
  to implement our business plan and the absence of any commitments from
  potential investors to provide such funds; (iii) the absence of a reliable,
  stable, or substantial trading market for such shares; and (iv) the
  uncertainty respecting our ability to continue as a going concern.

The Tirex Corporation Stock Plan

On June 23, 2000 we adopted the Tirex Corporation Stock
Plan (the "Plan") to advance our interests and those of our shareholders by
affording to our key personnel, consultants and other persons who have made
substantial contributions to us an opportunity to acquire or increase their
proprietary interest in the Company by the issuance to such individuals of
Awards, Options or Grants under the terms set forth in the Plan. By thus
encouraging such individuals to become owners of our common stock we seek to
motivate, retain, and attract those highly competent individuals upon whose
judgment, initiative, leadership, and continued efforts our success in large
part depends.

The Plan originally provided that up to 21,000,000 shares
could be issued for this purpose, 7 million shares to be given as awards, 7
million shares to underlie options to purchase common stock, and 7 million
shares to be given as grants. Awards and Options can only be given to
individuals who have been either in our employ, an officer, director or
consultant for the preceding 6 months. Awards are not fully vested until the end
of three years with the 1/12th of the aggregate award vesting at the end of each
quarter. If the Awardee is terminated for cause or resigns the unvested portion
of the award is forfeited. Options can be exercised at any time and upon
exercise the underlying stock is fully vested with the purchaser. The Options
are not transferable and are exerciseable for two (2) years after which time
they expire. If the Optionee is terminated for cause or resigns all unexercised
options are forfeited. A Grant of Stock pursuant to the terms of the Plan can
only be given to persons who have made a substantial contribution to us and the
shares are not forfeitable. Subsequent to the Plan's adoption an additional
5,000,000 shares of common stock were added to it and up to the 26,000,000
shares were made eligible to be given as either Awards, Grants or Options.

---

As discussed elsewhere in this Report, the following is a
summary of those options and warrants outstanding with respect to the purchase
of the common stock of the Company:

|Beneficiary           | Issuable                 | Exercise Window            | Price                     
|--------------------- | ------------------------ | -------------------------- | --------------------------
|                      |                          |                            |                           
|John L. Threshie Jr.  | 1,000,000 share options  | Two (2) years from date    | Series 1: lesser of 20    
|                      | at the beginning of each | of issue                   | cents or 50% of market    
|                      | of Calendar Years        |                            | Series 2: lesser of 40    
|                      | 2002, 2003 and 2004      |                            | cents or 50% of market    
|                      |                          |                            | Series 3: lesser of 50    
|                      |                          |                            | cents or 50% of market    
|                      |                          |                            |                           
|Michael Ash           | 1,000,000 share options  | Two (2) years from date    | Series 1: lesser of 20    
|                      | at the beginning of each | of issue                   | cents or 50% of market    
|                      | of Calendar Years        |                            | Series 2: lesser of 40    
|                      | 2004, 2005 and 2006      |                            | cents or 50% of market    
|                      |                          |                            | Series 3: lesser of 50    
|                      |                          |                            | cents or 50% of market    
|                      |                          |                            |                           
|Convertible Debenture | 1,500,000 in three       | Series 1: At any time      | Series 1 at one (1) cent  
|                      | series of 500,000 each   | during the 3-year period   | each                      
|                      |                          | following the date of the  | Series 2 at five (5) cents
|                      |                          | Settlement Agreement,      | each                      
|                      |                          | to wit, April 26, 2002     | Series 3 at ten (10)      
|                      |                          | Series 2: During the       | cents each                
|                      |                          | second and third years     |                           
|                      |                          | following April 26, 2002   |                           
|                      |                          | Series 3: During the       |                           
|                      |                          | third year following April |                           
|                      |                          | 26, 2002                   |                           

Mr. Ash has exercised the options which had been granted to him with respect
to the options granted under the Employment Agreement which terminated December
31, 2003. This was done on a cashless basis, resulting in 1,500,000 shares being
issuable to Mr. Ash. These shares will be issued, subject to adjustments for
stock splits and stock dividends, if any, occurring prior to the issuance to Mr.
Ash at such time when the Company will have an adequate number of shares
available for issue.

Compensation of Directors

The Directors of the Company were not compensated for
their services as such in fiscal 2004.

Employment Agreements

We seek to maintain employment agreements with all of our
executive officers (the "Executive Agreements"). We currently have an employment
agreement with Mr. Threshie that provides for an annual salary of $125,000 and
is in effect until December 31, 2003. Mr. Threshie also has options , as noted
above, to purchase shares of the Company. Mr. Threshie is granted options to
purchase 1,000,000 shares at each anniversary date of his Employment Agreement
for the next three years, and, for each series of options, has a two-year period
to exercise that option. The options are exercisable at the lesser of 50% of
market and 20(cent) for the first series, 40(cent) for the second series and
50(cent) for the third series. We currently employ Mr. Muro on a month-to-month
basis, based on an annual salary projection of $150,000. During fiscal 2000 Mr.
Ash voluntarily abrogated his Executive Agreement with us and entered into a new
agreement under which his compensation is in the form of shares. Under this new
agreement, Mr. Ash continued to act as Secretary-Treasurer and Chief Financial
Officer on a consulting basis. Under the terms of the original Executive
Agreement, Mr. Ash's annual compensation was US$125,000. The consulting
agreement extended to December 31, 2000 and was renewable by mutual consent of
the Company and Mr. Ash. Mr. Ash's compensation for the sixteen-month period
ended December 31, 2000 was 2,000,000 common shares, subject to prorated
adjustment in the event of a stock split. At the beginning of Calendar 2001, Mr.
Ash's consulting agreement was converted back to an Employment Agreement under
which Mr. Ash earns an annual salary of $100,000 and has options, as noted
above, to purchase company stock on terms identical to the options granted to
Mr. Threshie. As of the date of this Report, Mr. Ash had exercised all of his
options on a cashless basis, thus resulting in 1,500,000 shares being issuable
to Mr. Ash. The Company currently has less than 5,000 shares available for
issue. Thus, the shares issuable to Mr. Ash will remain as such until the
Company does have adequate shares to satisfy this transaction. Any shares
ultimately issuable to Mr. Ash will be automatically adjusted for stock splits
and stock dividends, if any, occurring prior to the issuance of shares to Mr.
Ash.

All of the above agreements provide for the payment of
bonuses at the sole discretion of the Board of Directors based upon an
evaluation of the executive's performance, with payment of any such bonuses to
be reviewed annually. The Executive Agreements also provide for the
participation by each of the foregoing persons in any pension plan,
profit-sharing plan, life insurance, hospitalization or surgical program, or
insurance program hereafter adopted by us, reimbursement of business related
expenses, the nondisclosure of information which we deem to be confidential to
it, non-competition by the executive with us for the one-year period following
termination of employment with us and for various other terms and conditions of
employment.

The Executive Agreements with Messrs. Threshie, Muro and
Ash also include severance provisions which provide, among other things, for
severance compensation in the event that the employment of the executive is
terminated by us other than for cause, or by the executive for "good reason", as
that term is defined in the Executive Agreements, or pursuant to a change in
control of the Company. The various Executive Agreements provide for severance
compensation, as follows:

---

In the case of Messrs. Threshie and Muro, 200% of the
amount of the base salary for a period of twelve months; In the case of Mr. Ash,
the amount of severance compensation for termination other than for cause, or by
the executive for "good reason", as that term is defined in the Executive
Agreements, or pursuant to a change in control of the Company, amounts to twice
his annual base salary plus four months of base salary for each year of service
following February 11, 1999.

Because of the early stage of our development, our lack of
operations and insignificant cash flow, since January 18, 1995, we have not had
the resources to meet fully our financial obligations under the Executive
Agreements. As a result, the major portion of compensation which has been
available to our executive officers has consisted of shares of our common stock,
which such individuals accepted, in lieu of cash compensation, for a substantial
portion of salary and/or consulting fees due to them.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of October
1, 2004, with respect to the persons known to the Company to be the beneficial
owners of more than 5% of the common stock, $.001 par value of the Company and
of more than 5% of the Class A Common Stock of the Company's subsidiary, Tirex
R&D and of all Officers and Directors of the Company as that term is defined in
Item 402(a)(2) of Regulation S-B. Neither the Company nor Tirex R&D have any
shares of any other class issued or outstanding.

|            | Name and                       | Amount and      |             
|----------- | ------------------------------ | --------------- | ------------
|Title       | Address of                     | Nature of       |             
|of          | Beneficial                     | Percent         | Percent     
|Class       | Owner                          | Ownership       | of Class (1)
|            |                                |                 |             
|            |                                |                 |             
|Common      | John L. Threshie, Jr.          | 2,000,000(2)    | 0.8%        
|The Tirex   | 4055 Ste-Catherine Street West |                 |             
|Corporation | Suite 151                      |                 |             
|            | Westmount), Quebec             |                 |             
|            | Canada, H3Z 3J8                |                 |             
|            |                                |                 |             
|Class A     |                                |                 |             
|Common      |                                | 34 (5)          | 34%         
|Tirex       |                                |                 |             
|R&D         |                                |                 |             
|            |                                |                 |             
|Common      | Louis V. Muro                  | 5,978,957(2)(3) | 2.39%       
|The Tirex   | 374 Oliver Avenue              |                 |             
|Corporation | Westmount, Quebec              |                 |             
|            | Canada H3Z 3C9                 |                 |             
|            |                                |                 |             
|            |                                |                 |             
|Class A     |                                |                 |             
|Common      |                                | 17(5)           | 17%         
|Tirex       |                                |                 |             
|R&D         |                                |                 |             
|            |                                |                 |             
|Common      | Louis V. Sanzaro               | 16,281,088(2)   | 6.52%       
|The Tirex   | 1497 Lakewood Road             |                 |             
|Corporation | Toms River, NJ 08755           |                 |             
|            |                                |                 |             
|Common      | Michael Ash                    | 2,980,000 (4)   | 1.19%       
|The Tirex   | 310 Montée Sabourin            |                 |             
|Corporation | St. Bruno, Quebec              |                 |             
|            | Canada, J3V 4P6                |                 |             
|            |                                |                 |             
|Common      | All directors and              | 27,239,945      | 10.90%      
|The Tirex   | officers as a group            |                 |             
|Corporation | (4 persons)                    |                 |             
|            |                                |                 |             
|Class A     | All directors and              | 51              | 51.0%       
|Common      | officers as a group            |                 |             
|            |                                |                 |             
|Tirex       | (2 persons)                    |                 |             
|R&D         |                                |                 |             

---

(1) The percentages listed in the table is calculated on the basis of
249,895,892 shares of the common stock, $.001 par value, of the Company
outstanding as at October 1, 2004.

(2) Our executive officers, directors and principal shareholders have pledged
an aggregate of 11,986,315 (approximately 6% of our then outstanding shares) of
their personal shareholdings in the Company as a security interest for our
recent issuance of $750,000 of 8% convertible notes, pursuant to a Subscription
Agreement and Security Agreement dated February 26, 2001. Specifically, John L.
Threshie, Jr. pledged 1,891,204 shares, Louis Muro pledged 1,723,514 shares and
Louis Sanzaro pledged 8,371597 shares of our common stock. These shares are
currently being held in escrow, pending satisfaction of the terms of the notes.
We were served a notice of default by the investors of the notes in July 2001. A
Settlement Agreement was reached in April of 2002. The Company has been unable
to respect its financial obligations under the terms of the Settlement Agreement
and negotiations with respect to a new settlement have not been completed. As of
the date of this Report, 3,190,977 collateral shares remained in the hands of
the Investors. This represents approximately 1.3% of our current outstanding
stock. The Investors also possess 4,000,000 of non-collateral stock,
representing an additional 1.6% of our stock outstanding. The Company will
replace those Collateral Shares sold by the Investors to those who pledged the
shares.

(3) Includes: (i) 5,244,957 shares held of record by Mr. Muro as of October
1, 2004; and (ii) 734,000 shares held of record by Mr. Muro's wife, Nina Aviles
Muro.

(4) Includes: (i) 2,750,000 shares held of record by Mr. Ash as of September
30, 2004; and (ii) 230,000 shares held of record in the name of Loryta
Investments Limited an entity beneficially owned by the family of Mr. Ash. Does
not include the 1,500,000 shares issuable to Mr. Ash as a result of his having
exercised stock options, and for which an inadequate number of issuable shares
exist to satisfy this option.

(5) Messrs. Threshie and Muro hold all shares of Tirex R&D Class A Common
Stock pursuant to the terms of a Shareholders agreement among them and the
Company (the "Tirex R&D Shareholders Agreement"), pursuant to which they will be
obligated to transfer all such shares to the Company, for no consideration, on
May 2, 2001, unless the term of such Agreement is unilaterally extended by the
Company. The Company does not intend to take any actions of any kind with
respect to such shares which would be in violation of any Canadian government
regulations governing tax and other financial incentives which may be available
to Tirex R&D. The Company is in the process of preparing appropriate
documentation the effect of which would be to extend the duration of the
Agreement.

Changes in Control

On February 26, 2001 we issued $750,000 worth of
convertible notes at an annual rate of eight percent (8%) to certain investors.
Interest payable on these notes is payable quarterly commencing June 30, 2001.
In addition, all principal and unpaid interest due on the outstanding notes is
immediately due and payable on February 26, 2003, or earlier in the event of a
default. One of the conditions of this transaction was that we would file with
the Securities and Exchange Commission a Registration Statement on Form SB-2 to
register various securities issuable upon the conversion of notes by a date
certain and that the Registration Statement would be effective by August 15,
2001. We failed to meet these deadlines and the investors served a notice of
default on us on July 19, 2001. Negotiations were undertaken throughout the
remainder of Calendar 2001 and into 2002 until a Settlement Agreement was
reached on April 26, 2002. Under the terms of the Agreement, a copy of which is
included as an Exhibit to this Report, the Company is obligated to pay down the
amount owed to the Investor Group, including interest and penalties, over a
period of approximately two years. During the time when an amount continues to
be owed to the Investor Group, the Investor Group will have the right to sell up
to 600,000 collateral or Rule 144 shares per month and apply the proceeds to
interest due, fees and finally to reduction of the principle amount outstanding.
Any remaining collateral shares at the time the debt will have been totally
repaid will be returned to the original owners of the shares. The Investor Group
was also given three series of warrants for 500,000 shares each, exercisable at
prices of $0.01, $0.05 and $0.10 respectively and exercisable within pre-defined
time windows over a three year period starting with the date of signature of the
Settlement Agreement. . As of October 24, 2002, the Investor Group had
6,081,597collateral shares in their possession. As to the failure to have an
SB-2 Registration Statement effective by August 15, 2001, the signing of the
Settlement Agreement negated the default. Due to a lack of financial resources,
the Company was forced to default on the terms of the Settlement Agreement. To
date, the Investors have sold 8,795,338 shares of the original 11,986,315
collateral shares held by them.

---

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a description of transactions during the
last two fiscal years or any presently proposed transactions to which the
Company was or is to be a party, in which the amount involved in such
transaction (or series of transactions) was $60,000 or more and which any of the
following persons had or is to have a direct or indirect material interest: (i)
any director or executive officer of the Company; (ii) any person who owns or
has the right to acquire 5% or more of the issued and outstanding common stock
of the Company; and (iii) any member of the immediate family of any such
persons.

Pursuant to a Subscription Agreement dated February 26,
2001 we issued $750,000 of 8% convertible notes, due February 26, 2003 to three
investors. Under the Subscription Agreement, we had the option, subject to
conditions, to require the investors to purchase additional convertible put
notes up to $4,250,000. Interest only payments are due quarterly commencing June
30, 2001, and the principal is due in one lump sum on February 26, 2003, or upon
certain events of default. The number of shares of common stock issuable upon
conversion of the convertible notes is 15,000,000, based on a conversion price
of $0.05 per share. One of the conditions of this transaction was that we would
file with the Securities and Exchange Commission a Registration Statement on
Form SB-2 to register various securities issuable upon the conversion of the
notes by a date certain and that the Registration Statement would be effective
by August 15, 2001. We failed to meet these deadlines and the investors served a
notice of default on us on July 19, 2001. The conversion price for the
convertible notes is the lesser of (i) 80% of the average of the three lowest
closing bid prices of the common stock for the twenty-two (22) trading days
prior to the closing date, or (ii) 80% of the average of the five lowest closing
bid prices of the common stock for the sixty (60) trading days prior to the
conversion date, as defined in the convertible note. The maximum number of
shares of common stock that any subscriber or group of affiliated subscribers
may own after conversion at any given time is 4.99%.

During the years ended June 30, 2003 and 2004, the
Company's executive officers and certain consultants to the Company have waived
substantial portions of their salaries, fees and/or unreimbursed expenses made
by them on behalf of, and for the account of, the Company, and, in 2003, have
accepted shares of the Company's common stock in partial payment in lieu
thereof, with the remaining amounts payable still being listed as liabilities of
the Company. No cash payments nor payments in common stock were made to such
persons during Fiscal 2004. In connection therewith shares have been issued as
follows:

During Fiscal 2004, no shares were issued. During fiscal
2003 various officers and former officers received Common Stock in partial
compensation with respect to salaries and expense reimbursements and purchased
shares of Common Stock totaling 6,600,000 shares. The shares issued or sold to
officers were valued at thirty-five per cent (35%) of the then current market
price.

During fiscal 2000 the Company modified its agreement with
Oceans Tire Recycling & Processing Co., Inc. ("OTRP") to clarify various terms
of the parties prior agreements and to obtain a commitment by OTRP to pay future
lease payments on the Production Model system, if necessary. The Company also
exchanged its debt obligation to OTRP for 4,553,102 shares of its Common Stock,
which was issued, pursuant to OTRP's request, to its principal shareholder and
President.

ITEM 13. EXHIBITS

FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Financial Statements

> The financial statements filed as a part of this report are as
>   follows:
>   Consolidated Balance Sheet - June 30, 2004
>   Consolidated Statements of Operations for the years ended June 30, 2003 and
>   2004, and cumulative for the period from inception (July 15, 1987) to June 30,
>   2004
>   Consolidated Statements of Owners' Equity (Deficit) as at July 15, 1987 and
>   June 30, 2000 - 2004
>   Consolidated Statements of Cash Flows for the years ended June 30, 2003 and
>   2004 and cumulative for the period from inception (July 15,1987) to June 30,
>   2004

Financial Statement Schedules

> Financial statements schedules have been omitted for the reason that they
>   are not required or are not applicable, or the required information is shown
>   in the financial statements or notes thereto.

---

Exhibits

> The exhibits filed as a part of this Report or incorporated herein by
>   reference are as follows:

Exhibits Incorporated 
Herein By Reference, 
Exhibit No. As Filed 
With Document 
Indicated

|3. (a) Certificate of Incorporation filed
    August 19, 1987                                                                            | 3(a)
|---------------------------------------------------------------------------------------------------------------------------------------- | ----
|(b) Certificate of
    Amendment filed June 20, 1989                                                                                     | 3(b)
|(c) Certificate of
    Amendment filed March 10, 1993                                                                                    | 3   
|(d) Certificate of
    Amendment filed December 5, 1995                                                                                  | 3(e)
|(e) By-Laws                                                                                                                              | 3(b)
|(f) Certificate of
    Amendment filed August 11, 1997                                                                                   |     
|(g) Certificate of
    Amendment filed February 3, 1998                                                                                  | 3   
|(h) Certificate of
    Incorporation of Tirex Acquisition Corp., filed with the Secretary of State
    of Delaware on December 15, 1997  | 3(h)
|(k) Certificate of
    Amendment to the Certificate of Incorporation, filed with the Secretary of
    State of Delaware on July 10, 1998 | 3   

Reports on 8-K

The Company filed a current reports on Form 8-K on December 24, 2002 with
respect to the License Agreement signed with Simpro S.p.A..

---

SIGNATURES

In accordance with Section 15(d) of the Exchange Act of 1934, the Company has
caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.

|                       | THE TIREX CORPORATION                 
|---------------------- | --------------------------------------
|                       |                                       
|                       |                                       
|                       | By /s/ JOHN L. THRESHIE, JR.          
|                       |                                       
|Date: October 14, 2004 | John L. Threshie, Jr.                 
|                       | Chairman of the Board of Directors and
|                       | Chief Executive Officer               

In accordance with Section 15(d) of the Securities Exchange Act
of 1934, this Report has been signed below by the following persons on behalf of
the Company in the capacities and on the dates indicated.

|SIGNATURES                                      | TITLE                   | DATE            
|----------------------------------------------- | ----------------------- | ----------------
|Principal Executive Officer:                    |                         |                 
|                                                | Chairman of the Board   | October 15, 2004
|/s/ JOHN L. THRESHIE, JR                        | of Directors and Chief  |                 
|John L. Threshie, Jr                            | Executive Officer       |                 
|                                                |                         |                 
|                                                |                         |                 
|Principal Financial and
    Accounting Officer: |                        
|                                                |                         |                 
|                                                | Secretary, Treasurer,   | October 14, 2004
|/s/ MICHAEL D.A. ASH                            | and Chief Financial and |                 
|Michael D.A. Ash                                | Accounting Officer      |                 
|                                                |                         |                 
|                                                |                         |                 
|A Majority of the Board of Directors:           |                         |                 
|                                                | Chairman of the Board   | October 14, 2004
|/s/ JOHN L. THRESHIE, JR.                       | of Directors            |                 
|John L. Threshie, Jr.                           |                         |                 
|                                                |                         |                 
|                                                |                         | October 14, 2004
|/s/ LOUIS SANZARO                               | Director                |                 
|Louis Sanzaro                                   |                         |                 
|                                                |                         |                 
|                                                |                         | October 14, 2004
|/s/ LOUIS V. MURO                               | Director                |                 
|Louis V. Muro                                   |                         |                 

---

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

No annual report or proxy materials have been sent to security-holders during
the fiscal year ended June 30, 2004 or the subsequent interim period. As at the
date hereof, the Company plans to furnish proxy materials relating to its annual
meeting, which is presently intended to be held during the current fiscal year.
All such materials will be furnished to the Commission at the same time as they
are sent to securities holders.

---



---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2004

|                                                                 |   |              | June 30,  
|---------------------------------------------------------------- | - | ------------ | ----------
|                                                                 |   |              | 2004      
|                                                                 |   |              |           
|ASSETS                                                           |   |             
|                                                                 |   |              |           
|Current Assets                                                   |   |              |           
|Cash and cash equivalents                                        |   | $            | -         
|Accounts receivable                                              |   |              | -         
|Notes receivable                                                 |   |              | -         
|Inventory                                                        |   |              | -         
|Research and Experimental Development tax credits
    receivable |   | -           
|Total Current Assets                                             |   |              | -         
|                                                                 |   |              |           
|Property and equipment                                           |   |              | 25,000    
|                                                                 |   |              |           
|Other assets                                                     |   |              |           
|Patents                                                          |   |              | 1         
|Investment, at cost                                              |   |              | -         
|Total Other Assets                                               |   |              | -         
|                                                                 |   |              |           
|                                                                 |   |              |           
|Total Assets                                                     |   | $            | 25,001    
|                                                                 |   |              |           
|                                                                 |   |              |           
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   |   |             
|                                                                 |   |              |           
|Current Liabilities                                              |   |              |           
|Accounts payable and accrued liabilties                          | $ | 1,049,489   
|Current portion of long-term debt                                |   | -           
|Total Current Liabilities                                        |   |              | 1,049,489 
|                                                                 |   |              |           
|Other liabilities                                                |   |              |           
|Long-term deposits and notes                                     |   |              | 217,500   
|Government loans (net of current)                                |   | -           
|Capital lease obligations (net of current)                       |   | -           
|Convertible notes                                                |   |              | 586,356   
|Convertible note                                                 |   |              | 185,556   
|Convertible loans                                                |   |              | 1,233,792 
|Total Other Liabilities                                          |   |              | 2,223,204 
|                                                                 |   |              |           
|Total Liabilities                                                |   |              | 3,272,693 
|                                                                 |   |              |           
|Stockholders' Equity (Deficit)                                   |   |              |           
|Common stock, $.001 par value, authorized                        |   |             
|250,000,000 shares, issued and outstanding                       |   |             
|249,895,892 shares (June 30, 2003 -
    249,895,892 shares)      |   | 249,896     
|Additional paid-in capital                                       |   |              | 25,222,219
|Deficit accumulated during the development stage                 |   | (28,306,948)
|Unrealized gain (loss) on foreign exchange                       |   | (412,859)   
|Total Stockholders' Equity
    (Deficit)                         |   | (3,247,692) 
|                                                                 |   |              |           
|                                                                 |   |              |           
|Total Liabilities and
    Stockholders' Equity (Deficit)         | $ | 25,001      

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                             |   | Twelve months ended | Cumulative from      
|-------------------------------------------- | - | ------------------- | ---------------------
|                                             |   | June 30             | March 26, 1993
    to
|                                             |   | 2004                |                      
|                                             |   |                     |                      
|Revenues                                     | $ | -                   | $                    
|                                             |   |                     |                      
|Cost of Sales                                |   | -                   |                      
|                                             |   |                     |                      
|                                             |   |                     |                      
|Gross profit                                 |   | -                   |                      
|                                             |   |                     |                      
|Operations                                   |   |                     |                      
|General and administrative                   |   | 666,267             |                      
|Depreciat                                    |   | -                   |                      
|Research and development                     |   | -                   |                      
|                                             |   |                     |                      
|Total Expense                                |   | 666,267             |                      
|                                             |   |                     |                      
|Loss before other expenses (income)          |   | (666,267)           |                      
|                                             |   |                     |                      
|Other expenses (income)                      |   |                     |                      
|Interest expense                             |   | 83,438              |                      
|Interest income                              |   | -                   |                      
|Income from stock options                    |   | -                   |                      
|Gain from extinguishment of debt             |   | (1,047,921)         |                      
|Loss on disposal of equipment                |   | -                   |                      
|                                             |   |                     |                      
|Total Other expenses (income)                |   | (964,483)           |                      
|                                             |   |                     |                      
|Provision for income taxes                   |   | -                   |                      
|                                             |   |                     |                      
|Net income (loss)                            |   | 298,216             |                      
|                                             |   |                     |                      
|Other comprehensive loss                     |   |                     |                      
|Loss (gain) on foreign exchange              |   | -                   |                      
|                                             |   |                     |                      
|                                             |   |                     |                      
|Net loss and comprehensive loss              | $ | 298,216             | $                    
|                                             |   |                     |                      
|Basic and Diluted net loss and comprehensive |   |                     |                      
|loss per common share                        | $ | (0.01)              | $                    
|                                             |   |                     |                      
|Weighted average shares of common            |   |                     |                      
|stock outstanding                            |   | 249,895,892         |                      

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                      |              |          |               | Deficit     |               |                 
|------------------------------------- | ------------ | -------- | ------------- | ----------- | ------------- | ----------------
|                                      |              |          |               | Accumulated | Unrealized    |                 
|                                      |              |          | Additional    | During      | gain (loss)   | Total           
|                                      | Common Stock | Paid-in  | Developmental | on foreign  | Stockholders'
|                                      | Shares       | Amount   | Capital       | Stage       | exchange      | Equity (Deficit)
|Balance June 30, 1992                 | 3,383,050    | 3,383    | 194,980       | (1,057,356) | $ -           | (858,993)       
|Stock issued for reorganization       | 18,650,000   | 18,650   | 76,155        |             |               | 94,805          
|Stock issued for services             | 100,000      | 100      | (100)         |             |               |                 
|                                      |              |          |               |             |               |                 
|Stock issued in exchange for Warrants | 363,656      | 364      | (364)         |             |               |                 
|Forgiveness of debt                   |              |          | 728,023       |             |               | 728,023         
|Net loss and comprehensive            |              |          |               |             |               |                 
|loss for the year                     |              |          |               | (165,296)   |               | (165,296)       
|                                      |              |          |               |             |               |                 
|Balance June 30, 1993                 | 22,496,706   | 22,497   | 998,694       | (1,222,652) | -             | (201,461)       
|                                      |              |          |               |             |               |                 
|Stock issued                          | 2,000        | 2        | (2)           |             |               | -               
|Exchange for Debt                     |              |          | 149,170       |             |               | 149,170         
|Payments received for stock           |              |          |               |             |               |                 
|previously issued                     |              |          | 237,430       |             |               | 237,430         
|Net loss and comprehensive            |              |          |               |             |               | -               
|loss for the year                     |              |          |               | (179,296)   |               | (179,296)       
|                                      |              |          |               |             |               |                 
|Balance June 30, 1994                 | 22,498,706   | 22,499   | 1,385,292     | (1,401,948) | -             | 5,843           
|                                      |              |          |               |             |               |                 
|Revision of common stock              | (11,900,000) | (11,900) | 11,900        |             |               | -               
|Stock issued for services             | 5,592,857    | 5,592    | 513,908       |             |               | 519,500         
|Exchange for Debt                     | 200,000      | 200      | 24,300        |             |               | 24,500          
|Issuance of common stock              | 402,857      | 401      | 21,915        |             |               | 22,316          
|previously issued                     |              |          |               |             |               |                 
|Net loss and comprehensive            |              |          |               |             |               | -               
|loss for the year                     |              |          |               | (575,771)   |               | (575,771)       
|                                      |              |          |               |             |               |                 
|Balance June 30, 1995                 | 16,794,420   | 16,792   | 1,957,315     | (1,977,719) | -             | (3,612)         

See Notes to Consolidated Financial Statements

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                     |              |         |               | Deficit      |               |                 
|------------------------------------ | ------------ | ------- | ------------- | ------------ | ------------- | ----------------
|                                     |              |         |               | Accumulated  | Unrealized    |                 
|                                     |              |         | Additional    | During       | gain (loss)   | Total           
|                                     | Common Stock | Paid-in | Developmental | on foreign   | Stockholders'
|                                     | Shares       | Amount  | Capital       | Stage        | exchange      | Equity (Deficit)
|Balance June 30, 1995                | 16,794,420   | 16,792  | 1,957,315     | (1,977,719)  | -             | (3,612)         
|                                     |              |         |               |              |               |                 
|Stock issued                         | 3,975,662    | 5,090   | 846,612       |              |               | 851,702         
|Exchange for Debt                    | 391,857      | 392     | 29,008        |              |               | 29,400          
|Issuance of common stock             | 710,833      | 710     | 80,161        |              |               | 80,871          
|Net loss and comprehensive           |              |         |               |              |               | -               
|loss for the year                    |              |         |               | (1,127,044)  |               | (1,127,044)     
|                                     |              |         |               |              |               |                 
|Balance June 30, 1996                | 21,872,772   | 22,984  | 2,913,096     | (3,104,763)  | -             | (168,683)       
|                                     |              |         |               |              |               |                 
|Stock issued for options             |              |         | 912,838       |              |               | 912,838         
|Stock issued for services            | 5,067,912    | 3,955   | 690,234       |              |               | 694,189         
|Stock in Exchange for Debt           | 251,382      | 252     | 43,965        |              |               | 44,217          
|Issuance of common stock             | 10,257,936   | 10,259  | 335,132       |              |               | 345,391         
|Grants received                      |              |         | 408,597       |              |               | 408,597         
|Net loss and comprehensive           |              |         |               |              |               | -               
|loss for the year                    |              |         |               | (2,376,279)  |               | (2,376,279)     
|                                     |              |         |               |              |               |                 
|Balance June 30, 1997                | 37,450,002   | 37,450  | 5,303,862     | (5,481,042)  | -             | (139,730)       
|                                     |              |         |               |              |               |                 
|Stock issued for options             |              |         | 948,500       |              |               | 948,500         
|Stock issued for services            | 4,396,466    | 4,396   | 922,180       |              |               | 926,576         
|Issuance of common stock             | 21,795,000   | 21,796  | 1,176,755     |              |               | 1,198,551       
|Stock options issued and outstanding |              |         | 1,236,913     |              |               | 1,236,913       
|Grants received                      |              |         | 669,906       |              |               | 669,906         
|Unrealized foreign exchange          |              |         |               |              | 183,785       | 183,785         
|Net loss and comprehensive           |              |         |               |              |               | -               
|loss for the year                    |              |         |               | (4,570,441)  |               | (4,570,441)     
|                                     |              |         |               |              |               |                 
|Balance June 30, 1998                | 63,641,468   | 63,642  | 10,258,116    | (10,051,483) | 183,785       | 454,060         

See Notes to Consolidated Financial Statements

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                     |              |         |               | Deficit      |               |                 
|------------------------------------ | ------------ | ------- | ------------- | ------------ | ------------- | ----------------
|                                     |              |         |               | Accumulated  | Unrealized    |                 
|                                     |              |         | Additional    | During       | gain (loss)   | Total           
|                                     | Common Stock | Paid-in | Developmental | on foreign   | Stockholders'
|                                     | Shares       | Amount  | Capital       | Stage        | exchange      | Equity (Deficit)
|Balance June 30, 1998                | 63,641,468   | 63,642  | 10,258,116    | (10,051,483) | 183,785       | 454,060         
|                                     |              |         |               |              |               |                 
|Stock issued for options             | 2,234,567    | 2,235   | 38,765        |              |               | 41,000          
|Stock issued for services            | 24,200,439   | 24,200  | 2,735,544     |              |               | 2,759,744       
|Shares issued in exchange for debt   | 3,787,947    | 3,788   | 340,164       |              |               | 343,952         
|Conversion of debentures             | 2,816,966    | 2,817   | 290,102       |              |               | 292,919         
|Issuance of common stock             | 677,966      | 678     | 49,322        |              |               | 50,000          
|Stock options issued and outstanding |              |         | 385,600       |              |               | 385,600         
|Grants received                      |              |         | 1,057,742     |              |               | 1,057,742       
|Unrealized foreign exchange          |              |         |               |              | (29,142)      | (29,142)        
|Net loss and comprehensive           |              |         |               |              |               |                 
|loss for the year                    |              |         |               | (4,909,879)  |               | (4,909,879)     
|                                     |              |         |               |              |               |                 
|Balance June 30, 1999                | 97,359,353   | 97,360  | 15,155,355    | (14,961,362) | 154,643       | 445,996         
|                                     |              |         |               |              |               |                 
|Stock issued for options             | 5,327,486    | 5,327   | 381,600       |              |               | 386,927         
|Stock issued for services            | 28,873,210   | 28,873  | 2,217,758     |              |               | 2,246,631       
|Shares issued in exchange for debt   | 7,342,055    | 7,342   | 382,556       |              |               | 389,898         
|Conversion of debentures             | 12,010,073   | 12,010  | 815,796       |              |               | 827,806         
|Issuance of common stock             | 221,000      | 221     | 16,039        |              |               | 16,260          
|Grants received                      |              |         | 395,683       |              |               | 395,683         
|Unrealized foreign exchange          |              |         |               |              | 5,789         | 5,789           
|Net loss and comprehensive           |              |         |               |              |               |                 
|loss for the year                    |              |         |               | (5,548,829)  |               | (5,548,829)     
|                                     |              |         |               |              |               |                 
|Balance June 30, 2000                | 151,133,177  | 151,133 | 19,364,787    | (20,510,191) | 160,432       | (833,839)       

See Notes to Consolidated Financial Statements

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                   |              |         |               | Deficit      |               |                 
|---------------------------------- | ------------ | ------- | ------------- | ------------ | ------------- | ----------------
|                                   |              |         |               | Accumulated  | Unrealized    |                 
|                                   |              |         | Additional    | During       | gain (loss)   | Total           
|                                   | Common Stock | Paid-in | Developmental | on foreign   | Stockholders'
|                                   | Shares       | Amount  | Capital       | Stage        | exchange      | Equity (Deficit)
|Balance June 30, 2000              | 151,133,177  | 151,133 | 19,364,787    | (20,510,191) | 160,432       | (833,839)       
|                                   |              |         |               |              |               |                 
|Stock issued for services          | 7,375,483    | 7,375   | 864,840       |              |               | 872,215         
|Stock issued for options           | 5,378,507    | 5,379   | 506,998       |              |               | 512,377         
|Shares issued in exchange for debt | 11,646,312   | 11,646  | 1,547,455     |              |               | 1,559,101       
|Conversion of debentures           | 100,000      | 100     | 19,900        |              |               | 20,000          
|Issuance of common stock           | 732,929      | 733     | 39,427        |              |               | 40,160          
|Unrealized foreign exchange        |              |         |               |              | (340,661)     | (340,661)       
|Grants issued                      |              |         | 249,294       |              |               | 249,294         
|Net loss and comprehensive loss    |              |         |               |              |               |                 
|for the year                       |              |         |               | (3,112,138)  |               | (3,112,138)     
|                                   |              |         |               |              |               |                 
|Balance June 30, 2001              | 176,366,408  | 176,366 | 22,592,701    | (23,622,329) | (180,229)     | (1,033,491)     
|                                   |              |         |               |              |               |                 
|Stock issued for services          | 18,466,162   | 18,466  | 314,859       |              |               | 333,325         
|Shares issued in exchange for debt | 24,075,502   | 24,076  | 1,649,442     |              |               | 1,673,518       
|Issuance of common stock           | 5,849,487    | 5,850   | 61,897        |              |               | 67,747          
|Unrealized foreign exchange        |              |         |               |              | (19,940)      | (19,940)        
|Net loss and comprehensive loss    |              |         |               |              |               |                 
|for the year                       |              |         |               | (3,421,460)  |               | (3,421,460)     
|                                   |              |         |               |              |               |                 
|Balance June 30, 2002              | 224,757,559  | 224,758 | 24,618,899    | (27,043,789) | (200,169)     | (2,400,301)     

See Notes to Consolidated Financial Statements

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                           |              |         |               | Deficit      |               |                 
|------------------------------------------ | ------------ | ------- | ------------- | ------------ | ------------- | ----------------
|                                           |              |         |               | Accumulated  | Unrealized    |                 
|                                           |              |         | Additional    | During       | gain (loss)   | Total           
|                                           | Common Stock | Paid-in | Developmental | on foreign   | Stockholders'
|                                           | Shares       | Amount  | Capital       | Stage        | exchange      | Equity (Deficit)
|Balance June 30, 2002                      | 224,757,559  | 224,758 | 24,618,899    | (27,043,789) | (200,169)     | (2,400,301)     
|                                           |              |         |               |              |               |                 
|Stock issued for services                  | 5,455,000    | 5,455   | 130,920       |              |               | 136,375         
|Shares issued in exchange for debt         | 15,400,000   | 15,400  | 441,183       |              |               | 456,583         
|Issuance of common stock                   | 4,283,333    | 4,283   | 31,217        |              |               | 35,500          
|Unrealized foreign exchange                |              |         |               |              | (182,365)     | (182,365)       
|Net loss and comprehensive loss            |              |         |               |              |               |                 
|for the year                               |              |         |               | (1,561,375)  |               | (1,561,375)     
|                                           |              |         |               |              |               |                 
|Balance June 30, 2003                      | 249,895,892  | 249,896 | 25,222,219    | (28,605,164) | (382,534)     | (3,515,583)     
|                                           |              |         |               |              |               |                 
|Unrealized foreign exchange                |              |         |               |              | (30,325)      | (30,325)        
|Net profit (loss) and comprehensive profit |              |         |               |              |               |                 
|(loss) for the year                        |              |         |               | 298,216      |               | 298,216         
|                                           |              |         |               |              |               |                 
|Balance June 30, 2004                      | 249,895,892  | 249,896 | 25,222,219    | (28,306,948) | (412,859)     | (3,247,692)     

See Notes to Consolidated Financial Statements

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                  |   | Twelve months
    ended | Cumulative from      
|----------------------------------------------------------------- | - | ----------------------- | ---------------------
|                                                                  |   | June 30                 | March 26, 1993
    to
|                                                                  |   | 2004                    |                      
|                                                                  |   |                         |                      
|Operating activities:                                             |   |                         |                      
|                                                                  |   |                         |                      
|Net profit (loss)                                                 | $ | 298,216                 | $                    
|                                                                  |   |                         |                      
|Adjustments to reconcile net loss to net cash                     |   |                         |                      
|used in operating activities:                                     |   |                         |                      
|Depreciation and amortization                                     |   | 25,000                  |                      
|(Gain) loss on disposal and abandonment of assets                 |   | -                       |                      
|Stock issued in exchange for interest                             |   | -                       |                      
|Stock issued in exchange for services and
    expenses            |   | -                       |                      
|Stock options issued in exchange for services                     |   | -                       |                      
|Unrealized (loss) gain on foreign exchange                        |   | (30,325)                |                      
|Other non-cash items                                              |   | (551,262)               |                      
|                                                                  |   |                         |                      
|Changes in assets and liabilities:                                |   |                         |                      
|(Increase) decrease in:                                           |   |                         |                      
|Account receivable                                                |   | -                       |                      
|Inventory                                                         |   | -                       |                      
|Sales tax receivable                                              |   | -                       |                      
|Research and experimental development tax credits
    receivable  |   | -                       |                      
|Other assets                                                      |   | -                       |                      
|(Decrease) increase in :                                          |   |                         |                      
|Accounts payables and accrued liabilities                         |   | 83,371                  |                      
|Accrued salaries                                                  |   | 175,000                 |                      
|Due to stockholders                                               |   | -                       |                      
|                                                                  |   |                         |                      
|Net cash used in operating activities                             |   | -                       |                      
|                                                                  |   |                         |                      
|Investing activities:                                             |   |                         |                      
|Increase in notes receivable                                      |   | -                       |                      
|Reduction in notes receivable                                     |   | -                       |                      
|Investment                                                        |   | -                       |                      
|Equipment                                                         |   | -                       |                      
|Equipment assembly costs                                          |   | -                       |                      
|Organization cost                                                 |   | -                       |                      
|Reduction in security deposit                                     |   | -                       |                      
|                                                                  |   |                         |                      
|Net cash used in investing activities                             |   | -                       |                      
|                                                                  |   |                         |                      
|Financing activities:                                             |   |                         |                      
|Loans from related parties                                        |   |                         |                      
|Deferred financing costs                                          |   | -                       |                      
|Proceeds from deposits                                            |   | -                       |                      
|Payments on notes payable                                         |   | -                       |                      
|Proceeds from convertible notes                                   |   | -                       |                      
|Proceeds from notes payable                                       |   | -                       |                      
|Payments on lease obligations                                     |   | -                       |                      
|Proceeds from issuance of convertible
    subordinated debentures |   | -                       |                      
|Proceeds from loan payable                                        |   | -                       |                      
|Payments on loan payable                                          |   | -                       |                      
|Proceeds from issuance of stock options                           |   | -                       |                      
|Proceeds from grants                                              |   | -                       |                      
|Proceeds from issuance of common stock                            |   | -                       |                      
|Proceeds from additional paid-in capital                          |   | -                       |                      
|                                                                  |   |                         |                      
|Net cash provided by financing activities                         |   | -                       |                      
|                                                                  |   |                         |                      
|Net (decrease) increase in cash and cash
    equivalents          |   | -                       |                      
|                                                                  |   |                         |                      
|Cash and cash equivalents - beginning of
    period               |   | -                       |                      
|                                                                  |   |                         |                      
|Cash and cash equivalents - end of period                         | $ | -                       | $                    

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                 |   | Twelve months
    ended | Cumulative from      
|---------------------------------------------------------------------------------------------------------------- | - | ----------------------- | ---------------------
|                                                                                                                 |   | June 30                 | March 26, 1993
    to
|                                                                                                                 |   | 2004                    |                      
|                                                                                                                 |   |                         |                      
|Supplemental Disclosure of Non-Cash
    Activities:                                                              |   |                         |                      
|During the year ended June 30, 2003, the Company
    recorded an increase in common stock and in additional      |   |                         |                      
|paid-in capital of $456,583 which was in
    recognition of the payment of debt. During the year                 |   |                         |                      
|ended June 30, 2004, the Company did not issue
    common stock in recognition of the payment of debt.           |   |                         |                      
|                                                                                                                 |   |                         |                      
|During the year ended June 30, 2003, stock was
    issued in exchange for services performed and expenses in the |   |                         |                      
|amount of $136,375. During the year ended June
    30, 2004, the Company did not issue                           |   |                         |                      
|common stock in exchange for services performed
    and expenses.                                                |   |                         |                      
|                                                                                                                 |   |                         |                      
|Supplemental Disclosure of Cash Flow
    Information:                                                            |   |                         |                      
|                                                                                                                 |   |                         |                      
|Interest paid                                                                                                    | $ | -                       | $                    
|                                                                                                                 |   |                         |                      
|Income taxes paid                                                                                                | $ | -                       | $                    

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
JUNE 30, 2004

Note 1 SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS

The Tirex Corporation
(the "Company") was incorporated under the laws of the State of Delaware on
August 19, 1987 as Tirex America, Inc. The Company was originally organized to
provide comprehensive health care services, but due to its inability to raise
sufficient capital, was unable to implement its business plan. The Company
became inactive in November 1990.

REORGANIZATION

On March 26, 1993, the Company entered into an acquisition
agreement (the "Acquisition Agreement") with Louis V. Muro, currently an officer
and a director of the Company, and former Officers and Directors of the Company
(collectively the "Seller"), for the purchase of certain technology owned and
developed by the Seller (the "Technology") to be used to design, develop and
construct a prototype machine and thereafter a production quality machine for
the cryogenic disintegration of used tires. The Technology was conceptually
developed by the Seller prior to their affiliation or association with the
Company.

CHANGE OF NAME

On July 11, 1997, the Company changed its name from Tirex America, Inc. to
The Tirex Corporation.

DEVELOPMENTAL STAGE

At June 30, 2004, the Company is still in the development
stage. The operations consist mainly of raising capital, obtaining financing,
developing equipment, obtaining customers and supplies, installing and testing
equipment and administrative activities.

BASIS OF CONSOLIDATION

The consolidated financial statements include the
consolidated accounts of The Tirex Corporation, Tirex Canada R&D Inc., The Tirex
Corporation Canada Inc., Tirex Advanced Products Quebec Inc. and Tirex
Acquisition Corp., all of these subsidiaries currently being dormant. Certain of
these companies have actually been de-registered by government authorities but
could easily be revived if circumstances would warrant such action. Tirex Canada
R&D Inc. is held 51% by two shareholders of the Company. The shares owned by
these shareholders are held in escrow by the Company's attorney and are
restricted from transfer thereby, substantively for recording purposes, allowing
for a full consolidation of this Company. The Tirex Corporation Canada Inc.,
Tirex Advanced Products Quebec Inc. and Tirex Acquisition Corp. are 100% held by
the Company. All subsidiary companies are dormant. All inter-company
transactions and accounts have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less, were deemed to be
cash equivalents.

INVENTORY

The Company values inventory, which consists of finished goods and equipment
held for resale, at the lower of cost (first-in, first-out method) or market.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
JUNE 30, 2004

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost less accumulated
depreciation and provisions for write-downs. Depreciation is computed using the
straight-line method over the estimated useful lives of five years. No
depreciation is recorded for equipment written down to salvage value.

Repairs and maintenance costs are expensed as incurred while
additions and betterments are capitalized. The cost and related accumulated
depreciation of assets sold or retired are eliminated from the accounts and any
gains or losses are reflected in earnings.

INVESTMENT

An investment made by the Company, in which the Company owns less than a 20%
interest, is stated at cost value. The cost value approximates the fair market
value of the investment.

ESTIMATES

Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates.

ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 123

In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation.
SFAS 123 encourages, but does not require, companies to record stock-based
Compensation and other costs paid by the issuance of stock at fair value. The
Company has chosen to account for stock-based compensation, stock issued for
non-employee services and stock issued to obtain assets or in exchange for
liabilities using the fair value method prescribed in SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock.

ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 128

In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings per Share. SFAS 128 changes the
standards for computing and presenting earnings per share (EPS) and supersedes
Accounting Principles Board Opinion No. 15, Earnings per Share. SFAS 128
replaces the presentation of Primary EPS with a presentation of Basic EPS and
replaces the presentation of Fully Diluted EPS with a presentation of Diluted
EPS. It also requires dual presentation of Basic and Diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the Basic EPS
computation to the numerator and denominator of the Diluted EPS computation.
SFAS 128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. SFAS 128 also requires restatement
of all prior-period EPS data presented.

---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As it relates to the Company, the principal differences
between the provisions of SFAS 128 and previous authoritative pronouncements are
the exclusion of common stock equivalents in the determination of Basic Earnings
Per Share and the market price at which common stock equivalents are calculated
in the Determination of Diluted Earnings Per Share.

A Basic Earnings per Share is computed using the weighted
average number of shares of common stock outstanding for the period. Diluted
Earnings per Share is computed using the weighted average number of shares of
common stock and dilutive common equivalent shares related to stock options and
warrants outstanding during the period.

The adoption of SFAS 128 had no effect on previously reported
loss per share amounts for the year ended June 30, 1997. For the years ended
June 30, 2004 and June 30, 2003, Primary Loss per Share was the same as Basic
Loss per Share and Fully Diluted Loss per Share was the same as Diluted Loss per
Share. A net loss was reported in 2004 and 2003, and accordingly, in those
years, the denominator for the Basic EPS calculation was equal to the weighted
average of outstanding shares with no consideration for outstanding options and
warrants to purchase shares of the Company's common stock because to do so would
have been anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of the Company's financial instruments,
which principally include cash, note receivable, accounts payable and accrued
expenses, approximates fair value due to the relatively short maturity of such
instruments.

The fair values of the Company's debt instruments are based
on the amount of future cash flows associated with each instrument discounted
using the Company's borrowing rate. At June 30, 2004 and June 30, 2003,
respectively, the carrying value of all financial instruments was not materially
different from fair value.

INCOME TAXES

The Company has net operating loss carryovers of
approximately $28.4 million as of June 30, 2004, expiring through 2024. However,
based upon present Internal Revenue Service regulations governing the
utilization of net operating loss carryovers where the corporation has issued
substantial additional stock and there has been a change in control as defined
by the Internal Revenue Service regulations, a substantial portion of this loss
carryover may not be available to the Company.

The Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes, effective July 1993.
SFAS No. 109 requires the establishment of a deferred tax asset for all
deductible temporary differences and operating loss carryforwards. Because of
the uncertainties discussed in Note 2, however, any deferred tax asset
established for utilization of the Company's tax loss carryforwards would
correspondingly require a valuation allowance of the same amount pursuant to
SFAS No. 109. Accordingly, no deferred tax asset is reflected in these financial
statements.

The Company does not currently have research and experimental
development tax credits receivable from the Canadian Federal government and the
Quebec Provincial government as at June 30, 2004.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of non-U.S. subsidiaries that operate
in a local currency environment are translated to U.S. dollars at exchange rates
in effect at the balance sheet date for monetary items and historical rates of
exchange for non-monetary items with the resulting translation adjustment
recorded directly to a separate component of shareholders' equity. Income and
expense accounts are translated at
average exchange rates during the year. Currency transaction gains or losses are
recognized in current operations.

---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE RECOGNITION

Revenue from the sale of TCS Systems will be recognized when
the installed product is accepted by the Customer. All other revenue from other
products will be recognized when shipped to the customer.

Note 2 GOING CONCERN

As reported in the Companys audited
financial statements for the years ended June 30, 2004 and June 30, 2003, the
Company incurred a net profit and net loss of $298,216 and $1,561,375,
respectively.

In March 1993, the Company had begun its developmental stage
with a new business plan. As of March 2000, the Company had developed a
production quality prototype of its patented system for the disintegration of
scrap tires, but nonetheless continued its research and development efforts to
improve the machine's performance and to permit greater flexibility in design
for specific customer applications. Due to the Company's lack of working capital
during the year ended June 30, 2002, all rubber crumb production was suspended
and research and development efforts have been hampered. Pending receipt of
funding from operations, government assistance, loans or equity financing, crumb
rubber production and previous research and development efforts will not be
resumed. While the Company has engaged the process of marketing the TCS System
to numerous potential clients since the beginning of the fiscal year commencing
July 1, 2000, as of June 30, 2004, the Company had not yet consummated an
unconditional purchase order for a TCS System.

The Company is dependent on the success of its marketing of
its TCS Systems, and/or raising funds through equity sales, bank or investor
loans, governmental grants or a combination of these, to continue as a going
concern. The Company's uncertainty as to its ability to generate revenue and its
ability to raise sufficient capital, raise substantial doubt about the entity's
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.

Note 3 PROPERTY AND EQUIPMENT

As at June 30, 2004, plant and equipment consisted of the following:

|Furniture, fixtures and equipment                   | $149,516
|--------------------------------------------------- | --------
|Manufacturing equipment                             | 62,400  
|Subtotal                                            | 211,916 
|                                                    |         
|Less: Accumulated depreciation and
    amortization | 186,916 
|                                                    |         
|Total                                               | $ 25,000

Depreciation and amortization expense charged to operations
for the years ended June 30, 2004 and June 30, 2003 was $25,000 and $24,960,
respectively.

Note 4 PATENTS

The Companys technology is patent protected in both the
United States and Canada. Patent maintenance fees are current in both countries.
The valuation on the Balance Sheet reflects recognition of valid patents and
does not attempt to establish true commercial value.



---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 CAPITAL LEASE OBLIGATIONS

The Company leases certain manufacturing equipment under
agreements classified as capital leases. The cost and the accumulated
amortization for such equipment as of June 30, 2004 and June 30, 2003 was
$62,400 and $62,400, respectively. The equipment under capital leases has been
included in property and equipment on the balance sheet. The Company is in
arrears on payment of these leases but default has not been declared. The lease
expired on June 30, 2004. The leased equipment is not part of the Company's TCS
System prototype.

Note 6 CONVERTIBLE SUBORDINATED DEBENTURES

The Company issued Type B Convertible Subordinated Debentures
between December 1997 and February 1998. These debentures bore interest at 10%
and were convertible into common shares of the Company at $0.20 per share. The
conversion privilege on the remaining $55,000 of these debentures expired and
the amount is now included on the Balance Sheet in Long term deposits and notes.

Note 7 CONVERTIBLE NOTES

The Convertible Notes appearing on the balance sheet
consisted of an investment arrangement with a group of institutional investors
involving a multi-stage financing under which the Company had access to, at its
option, up to $5,000,000. A first tranche of $750,000 was completed but no
further draw downs were made. The terms of the convertible note were:

|Balance at June 30, 2004 | $586,356                                           
|------------------------ | ---------------------------------------------------
|                         |                                                    
|Interest rate            | 8%, payable quarterly, commencing June 30,
    2001
|                         |                                                    
|Issue date               | February 26, 2001                                  
|                         |                                                    
|Maturity date            | February 26, 2003                                  

|                      |                                                      
|--------------------- | -----------------------------------------------------
|Redemption rights     | If not converted, the holder may require the         
|                      | Company to redeem at any time after maturity         
|                      | for the principal amount pus interest.               
|                      |                                                      
|Conversion ratio      | Lower of (i) - 80% of the average of the
    three   
|                      | lowest closing bid prices for the thirty
    trading 
|                      | days prior to the issue date, which equals           
|                      | $.073, or (ii) - 80% of the average of the
    three 
|                      | lowest closing bid prices for the sixty
    trading  
|                      | days prior to the conversion date.                   
|                      |                                                      
|Common stock warrants | The Convertible Notes carried an option to           
|                      | purchase Common stock warrants at the rate           
|                      | of one Warrant for each $1.25 of purchase            
|                      | price. The exercise price on the first
    tranche of
|                      | $ 750,000 is $ 077 per share.                        

Certain Directors and Officers of the Company have pledged
approximately 12,000,000 of their personal shares of Common Stock of the Company
as security for the Convertible Notes until such time as the Company files with
the Securities and Exchange Commission a Registration Statement on Form SB-2, to
register common stock and warrants issuable upon the conversion of the notes, no
later than 150 days after the issue date of the Convertible Notes. This deadline
was not met and, as such, the investors served a notice of default to the
Company on July 19, 2001. The Registration Statement was never declared
effective by the Securities and Exchange Commission as of this date, and until
such occurs, the Convertible Notes cannot be converted to Common Stock nor may
the Common Stock warrants be exercised. On April 24, 2002 the Company entered
into a Settlement Agreement with the Note holders. In the event of a default
under the Settlement Agreement, the term of the Convertible Notes would become
effective once again. The Company defaulted on the terms of the Settlement
Agreement.

---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 CONVERTIBLE NOTE

A convertible note, under a private arrangement, consists of the following:

|Balance at June 30, 2004 | $ 185,556                                           
|------------------------ | ----------------------------------------------------
|                         |                                                     
|Interest rate            | 8%                                                  
|                         |                                                     
|Issue date               | July 19th, 2000                                     
|                         |                                                     
|Maturity date            | January 19th, 2002                                  
|                         |                                                     
|Redemption rights        | If not converted, the holder may require the        
|                         | Company to redeem at any time after maturity        
|                         | for the principal amount plus interest.             
|                         |                                                     
|Conversion ratio         | Not convertible prior to July 19th,
    2001, at 20%
|                         | discount to market between July 19th,
    2001 and  
|                         | January 19th, 2002 or at 25% to
    market if held  
|                         | to maturity, to a maximum of not more than          
|                         | 2,500,000 shares.                                   

Note 9 RELATED PARTY TRANSACTIONS

Convertible loans include amounts primarily due to Directors,
Officers and employees. Historically, such amounts due have been repaid through
the issuance of stock. At June 30, 2004 and June 30, 2003, the balances owing to
Directors and Officers was $1,297,648 and $919,462, respectively. These amounts
are without interest or terms of repayment.

Long-term deposits and notes included an amount of $118,500
at June 30, 2004, which is payable to Ocean Tire Recycling & Processing Co.,
Inc., a company owned by a Director of the Company.

Note 10 COMMON STOCK

During the year ended June 30, 2003, the Company issued
common stock in exchange for services performed totaling $136,375. The amount
for the year ended June 30, 2003 did not include any payments to Officers of the
Company in exchange for salary and expenses. During the year ended June 30,
2004, the Company did not issue any common stock in exchange for services
performed. The dollar amounts assigned to such transactions have been recorded
at the fair value of the services received.

During the year ended June 30, 2004, an Officer of the
Company exercised stock options pursuant to a services agreement. The exercise
of these stock options entitled the Officer to 1,500,000 common shares of the
Company on a cash-less basis. The Company does not have sufficient authorized
and unissued shares available at June 30, 2004 for issuance of this stock and as
such, the amount attributable to these shares has been recorded as part of the
balances owing to Directors and Officers included in Convertible loans.

---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On January 31, 2001, the Company's stockholders approved an
amendment to the Articles of Incorporation of the Company to increase the number
of authorized shares of common stock, par value $0.001, from 165,000,000 shares
to 250,000,000 shares.

As at June 30, 2004, the Company had 249,895,892 Common shares issued and
outstanding, versus its authorization of 250,000,000 shares.

Note 11 CONVERTIBLE DEBT

In the event that holders of convertible rights of option
exercise such rights of conversion, the Company does not have sufficient number
of authorized shares conversion stock to fulfill such obligations and a
shareholder meeting would be required to approve the additional authorized
number of shares. There is no assurance that the shareholders would approve the
increase to the number of authorized shares of stock to meet the conversion
obligations under the various conversion agreements or options.

Note 12 GOVERNMENT ASSISTANCE

The Company is eligible for and has made claims for tax
credits related to scientific research and experimental development expenditures
made in Canada. These amounts, under Canadian Federal and Provincial tax law in
conjunction with its annual tax return filings, need not be offset against taxes
otherwise payable to become refundable to the Company at the end of its fiscal
year. As such, during the year ended June 30, 2003, the Company received
approximately $246,970, which was recorded as an increase in stockholders'
equity paid-in capital. During the year ended June 30, 2004, the Company did not
make any additional claims for tax credits as it was not eligible to do so and,
as such, the Company did not record any additional tax credits receivable. The
previous receivable balance in respect of tax credits from these governments
went from $246,970 as of June 30, 2002 to zero as of June 30, 2003 and remained
as such as of June 30, 2004.

Note 13 COMMITMENTS

Rental expense for the years ended June 30, 2004 and June 30, 2003 amounted
to zero and $124,442, respectively.

At June 30, 2004, the Company was in arrears of rent,
including interest and related charges, in the approximate amount of $560,000. A
settlement agreement with the former landlord is in place under the terms of
which the Company would pay to the former landlord the sum of $140,000 from the
proceeds to the Company of revenues from each of the first four sales of TCS
Systems.

Note 14 LITIGATION

An action was instituted by Plaintiffs, an individual and a
corporation, in a Canadian court alleging a breach of contract and claims
damages of approximately $508,600 representing expenses and an additional
approximate amount of $1,874,000 in loss of profits. The current action follows
two similar actions taken in United States courts, the first of which was
withdrawn and the second of which was dismissed based on forum non convenience
and other considerations. A detailed answer has been filed by the Company
denying all liability, stating further that Plaintiffs failed to comply with
their obligations. Counsel for the Company believes that the Company has
meritorious defenses to all of the Plaintiff's claims. The action is still
pending.

---

THE TIREX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A Plaintiff instituted an action, a corporation, in August
2001 in a Canadian court claiming approximately $63,000 is due and owing for the
manufacture and delivery of tire disintegrators. The Company has prepared its
defense and a cross claim against the Plaintiff as the product delivered was
defective and the Company believes it is entitled to a reimbursement of sums
paid. The action is still pending.

An action was instituted by a Plaintiff, the Company's
landlord, against the Company in June 2001 for arrears of rent in the amount of
approximately $113,900. Subsequent additions to arrearages with respect to rent
and property taxes raised the amount due to approximately $560,000. A settlement
agreement with the former landlord is in place, under the terms of which the
Company would pay to the former landlord the sum of $140,000 from the proceeds
to the Company of revenues from the first four sales of TCS Systems.

Note 15 ACCUMULATED OTHER COMPREHENSIVE INCOME

The deficit accumulated during the development stage included accumulated
comprehensive other income totaling $103,396.





---