---

U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

> (Mark One)
>   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
>   Act of 1934 
>        For the quarterly period ended September
>   30, 2005
>   [ ] 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

Delaware
      22-2824362(State or other jurisdiction
      of
      (I.R.S. EmployerIncorporation or
      Organization)
      Identification No.)


4055 Ste-Catherine Street West, Suite 151,
Montreal (Westmount), Quebec, Canada, H3Z 3J8(Address of Principal executive offices)

(514) 935-2525 
(Issuer's telephone number, including area code)

(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes X
   No ___

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding for each of the issuer's classes of
common equity, as of September 30, 2005 :249,895,892shares

Transitional Small Business Disclosure Format (check one): Yes___    No X

---

The Tirex Corporation(A Development Stage Company)

|                                                                                                                    |     
|------------------------------------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                                      |     
|                                                                                                                    |     
|Item 1 - Financial Statements
    (Unaudited)                                                                       | Page
|                                                                                                                    |     
|The
    Tirex Corporation and Subsidiaries Consolidated Balance Sheets (unaudited)
    as of September 30, 2005     |     
|                                                                                                                    |     
|Consolidated Statements of Operations (unaudited) for the three month
    periods ended September, 2005 and 2004    |     
|                                                                                                                    |     
|Consolidated Statements of Cash Flows (unaudited) for the three month
    periods ended September 30, 2005 and 2004 |     
|                                                                                                                    |     
|Notes to Financial Statements (Unaudited)                                                                           |     
|                                                                                                                    |     
|Item 2 - Management's Discussion and Analysis of Financial Condition and
    Results of Operations                  |     
|                                                                                                                    |     
|Item 3 - Controls and Procedures                                                                                    |     
|                                                                                                                    |     
|PART II
    B OTHER INFORMATION                                                                                     |     
|                                                                                                                    |     
|Item 1 - Legal Proceedings                                                                                          |     
|Item 2 - Changes in Securities and Use of Proceeds                                                                  |     
|Item 3 - Defaults Upon Senior Securities                                                                            |     
|Item 4 - Submission of Matters to a Vote of Security Holders                                                        |     
|Item 5 -
    Other Information                                                                                      |     
|Item 6 - Exhibits and Reports on Form 8-K                                                                           |     

The financial statements are unaudited. However, Management of registrant
believes that all necessary adjustments, including normal recurring adjustments,
have been reflected to present fairly the financial position of registrant at
September 30, 2005 and the results of its operations and changes in its cash
position for the three month periods ended March 31, 2005 and 2004 and for the
period from inception (July 15, 1987).

---

THE TIREX CORPORATIONA DEVELOPMENT STAGE COMPANY

CONSOLIDATED
FINANCIAL STATEMENTS

SEPTEMBER 30, 2005







---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE
SHEET
AS AT SEPTEMBER 30, 2005

________________________________________________________________

|                                                                 |   | September 30,
|---------------------------------------------------------------- | - | -------------
|                                                                 |   | 2005         
|                                                                 |   |              
|ASSETS                                                          
|                                                                 |   |              
|Current Assets                                                   |   |              
|Cash and cash equivalents                                        | $ | -            
|Accounts receivable                                              |   | -            
|Notes receivable                                                 |   | 20,475       
|Inventory                                                        |   | 73,322       
|Research and Experimental Development tax credits
    receivable |   | -            
|                                                                 |   | 93,797       
|                                                                 |   |              
|Property and equipment, salvage value                            |   | 50,000       
|                                                                 |   |              
|Other assets                                                     |   |              
|Investment, at cost                                              |   | 89,500       
|                                                                 |   | 89,500       
|                                                                 |   |              
|                                                                 | $ | 233,297      
|                                                                 |   |              
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  
|                                                                 |   |              
|Current Liabilities                                              |   |              
|Accounts payable and accrued liabilties                          | $ | 2,464,857    
|Current portion of long-term debt                                |   | 78,091       
|                                                                 |   | 2,542,948    
|                                                                 |   |              
|Other liabilities                                                |   |              
|Long-term deposits and notes                                     |   | 217,500      
|Government loans (net of current)                                |   | -            
|Capital lease obligations (net of current)                       |   | -            
|Convertible notes                                                |   | 399,389      
|Convertible notes                                                |   | 195,556      
|Convertible loans                                                |   | 1,905,635    
|                                                                 |   | 2,718,080    
|                                                                 |   |              
|                                                                 |   | 5,261,028    
|Stockholders' Equity (Deficit)                                   |   |              
|Common stock, $.001 par value, authorized                        |   |              
|250,000,000 shares, issued and outstanding                       |   |              
|249,895,892 shares (June 30, 2005 - 249,895,892
    shares)      |   | 249,896      
|Additional paid-in capital                                       |   | 25,222,219   
|Deficit accumulated during the development stage                 |   | (29,880,688) 
|Unrealized gain (loss) on foreign exchange                       |   | (619,159)    
|                                                                 |   | (5,027,731)  
|                                                                 |   |              
|                                                                 | $ | 233,297      

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

________________________________________________________________

|                                             |   | Three months
    ended | Cumulative from      
|-------------------------------------------- | - | ---------------------- | ---------------------
|                                             |   | September 30           | March 26, 1993
    to
|                                             |   | 2005                   |                      
|                                             |   |                        |                      
|Revenues                                     | $ | -                      | $                    
|                                             |   |                        |                      
|Cost of Sales                                |   | -                      |                      
|                                             |   |                        |                      
|Gross profit                                 |   | -                      |                      
|                                             |   |                        |                      
|Operations                                   |   |                        |                      
|General and administrative                   |   | 126,825                |                      
|Depreciation                                 |   | -                      |                      
|Research and development                     |   | -                      |                      
|                                             |   |                        |                      
|Total Expense                                |   | 126,825                |                      
|                                             |   |                        |                      
|Loss before other expenses (income)          |   | (126,825)              |                      
|                                             |   |                        |                      
|Other expenses (income)                      |   |                        |                      
|Interest expense                             |   | 11,699                 |                      
|Interest income                              |   | -                      |                      
|Income from stock options                    |   | -                      |                      
|Loss on disposal of equipment                |   | -                      |                      
|                                             |   |                        |                      
|                                             |   | 11,699                 |                      
|                                             |   |                        |                      
|Net loss                                     |   | (138,524)              |                      
|                                             |   |                        |                      
|Other comprehensive loss                     |   |                        |                      
|Loss (gain) on foreign exchange              |   | -                      |                      
|                                             |   |                        |                      
|Net loss and comprehensive loss              | $ | (138,524)              | $                    
|                                             |   |                        |                      
|Basic and Diluted net loss and comprehensive |   |                        |                      
|loss per common share                        | $ | (0.00)                 | $                    
|                                             |   |                        |                      
|Weighted average shares of common            |   |                        |                      
|stock outstanding                            |   | 249,895,892            |                      

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED
STATEMENT OF CASH FLOWS

________________________________________________________________

|                                                                  |   | Three months
    ended | Cumulative from      
|----------------------------------------------------------------- | - | ---------------------- | ---------------------
|                                                                  |   | September 30           | March 26, 1993
    to
|                                                                  |   | 2005                   |                      
|                                                                  |   |                        |                      
|Cash flows from operating activities:                             |   |                        |                      
|                                                                  |   |                        |                      
|Net loss                                                          | $ | (138,524)              | $                    
|                                                                  |   |                        |                      
|Adjustments to reconcile net loss to net cash                     |   |                        |                      
|used in operating activities:                                     |   |                        |                      
|Depreciation and amortization                                     |   | -                      |                      
|(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                        |   | (88,309)               |                      
|Other non-cash items                                              |   | 105,000                |                      
|                                                                  |   |                        |                      
|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                         |   | 61,833                 |                      
|Accrued salaries                                                  |   | 50,000                 |                      
|Due to stockholders                                               |   | -                      |                      
|                                                                  |   |                        |                      
|Net cash used in operating activities                             |   | (10,000)               |                      
|                                                                  |   |                        |                      
|Cash flow from 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                             |   | -                      |                      
|                                                                  |   |                        |                      
|Cash flow from financing activities:                              |   |                        |                      
|Loans from related parties                                        |   |                        |                      
|Deferred financing costs                                          |   | -                      |                      
|Proceeds from deposits                                            |   | -                      |                      
|Payments on notes payable                                         |   | -                      |                      
|Proceeds from convertible notes                                   |   | -                      |                      
|Proceeds from notes payable                                       |   | 10,000                 |                      
|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                         |   | 10,000                 |                      
|                                                                  |   |                        |                      
|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 STATEMENT OF CASH FLOWS

________________________________________________________________

|                                                                                                  |   | Three months
    ended | Cumulative from      
|------------------------------------------------------------------------------------------------- | - | ---------------------- | ---------------------
|                                                                                                  |   | September 30           | March 26, 1993
    to
|                                                                                                  |   | 2005                   |                      
|                                                                                                  |   |                        |                      
|Supplemental Disclosure of
    Non-Cash Activities:                                              
|During the year ended June 30, 2005, the Company
    did not issue common stock in recognition of
|debt. During the three month periods ended
    September 30, 2005 and September 30, 2004, the    
|Company did not issue common stock in recognition
    of the payment of debt.                    
|                                                                                                 
|During the year ended June 30, 2005, the Company
    did not issue common stock in exchange for  
|services performed and expenses. During the three
    month periods ended September 30, 2005 and 
|September 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 
SEPTEMBER 30, 2005

Note 1 SUMMARY OF ACCOUNTING POLICIES

CHANGE OF NAME

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

NATURE OF BUSINESS

The Tirex Corporation (the "Company") was incorporated under
the laws of the State of Delaware on August 19, 1987. 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.

DEVELOPMENTAL STAGE

At September 30, 2005, 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. Tirex Canada R&D Inc. is held 51% by certain 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 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 except Tirex Canada R&D Inc. 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 
SEPTEMBER 30, 2005

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 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

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, 2005 and June 30, 2004, 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 September 30, 2005 and June 30, 2005,
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 $30.2 million as of September 30, 2005, expiring through 2026.
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 September 30, 2005.

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 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

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 accompanying financial statements, the
Company incurred a net loss of $576,766 for the year ended June 30, 2005 and an
additional net loss for the three month period ended September 30, 2005 in the
amount of $138,524.

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 September 30, 2005, 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 September 30, 2005, 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 | 161,916 
|                                                    |         
|Total                                               | $ 50,000

Depreciation and amortization expense charged to operations
for the year ended June 30, 2005 was zero. Depreciation and amortization expense
charged to operations for the three month period ended September 30, 2005 was
zero.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

Note 4 GOVERNMENT LOANS

Canada Economic Development

Loans payable under the Program for the Development of Quebec
SMEs based on 50% of approved eligible costs for the preparation of market
development studies in certain regions. Loans are unsecured and non-interest
bearing. (If the Company defaults, the loans become interest bearing at the rate
of 8%).

|Loan repayable over five years commencing
    June 30, 2000 and ending |         
|---------------------------------------------------------------------- | --------
|June 30, 2004                                                          | $ 34,300
|Loan repayable over five years commencing
    June 30, 2001 and ending |         
|June 30, 2005                                                          | 43,791  
|                                                                       | 78,091  
|Less: Current portion                                                  | 78,091  
|Long-term portion                                                      | $ NIL   
|                                                                       |         
|Principal repayments are as follows:                                   |         
|June 30                                                                | Amount  
|                                                                       |         
|2006                                                                   | $78,091 

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 September 30, 2005 and June 30, 2005 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 September 30, 2005 | $399,389                             
|                              |                                      
|Interest rate                 | 8%, payable quarterly,
    commencing
|                              | June 30, 2001                        
|                              |                                      
|Issue date                    | February 26, 2001                    
|                              |                                      
|Maturity date                 | February 26, 2003                    



---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

|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.

Note 8 CONVERTIBLE NOTES

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

|                              |                                                     
|----------------------------- | ----------------------------------------------------
|Balance at September 30, 2005 | $ 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.                                   

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

During the first quarter of Fiscal 2006, the Company completed a private
placement with two investors having a total aggregate value of US$10,000, one
for $2,500 and the other for $7,500. Insofar as the Company does not have enough
common shares available for issuance, the investors agreed to accept that the
investment would be in the form of non-interest-bearing convertible debt with no
fixed terms of repayment. When an adequate number of common shares become
available, these investors will be able to convert their loans at a price of
US$0.005 per share. Any conversion would be proportionally adjusted in the event
of stock splits or reverse splits. In consideration of the agreed upon
conversion price, prior to any possible adjustments, the company would issue
2,000,000 common shares. Until such time of any conversion, the US$10,000 is
recorded as a liability on the Company's Balance Sheet.

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 September 30, 2005 and June 30, 2005, the balances
owing to Directors and Officers was $2,031,929 and $1,926,929, respectively.
These amounts are without interest or terms of repayment.

Long-term deposits and notes included an amount of $118,500
at September 30, 2005, 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, 2005 and the three month period ended
September 30, 2005, the Company did not issue any common stock in exchange for
services performed.

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 September 30, 2005 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.
As reported in Note 8, the Company has accepted a grand total of $10,000 from
two investors in the form of a convertible debt. The conversion terms would
require the issuance of 2,000,000 shares, subject to adjustments. Until the
Company has enough shares to issue to satisfy this obligation, the $10,000 is
recorded as a debt.

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 September 30, 2005, 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.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2005

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 years ended June 30, 2004 and June 30, 2005
and the three month period ended September 30, 2005, 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, June 30, 2005 and September 30, 2005.

Note 13 COMMITMENTS

Rental expense for the year ended June 30, 2005 amounted to zero. Rental
expense for the three month period ended September 30, 2005 amounted to zero.

At September 30, 2005, 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.

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.

---



Item 3 - Controls and Procedures

The Company's management, with the participation of its Chief
Executive Officer, who is the Company's principal executive officer, and its
Chief Financial Officer, who is the Company's principal financial officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of September 30, 2005. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective in alerting them in a timely
manner to material information relating to The Tirex Corporation, including its
consolidated subsidiaries, required to be included in this report and the other
reports that the Company files or submits under the Securities Exchange Act of
1934. During the first fiscal quarter of 2006, there have been no changes in the
Company's internal control over financial reporting that have materially
affected, or that are reasonably likely to materially affect, its internal
control over financial reporting.



---

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS
The following is management's discussion and analysis of
significant factors which have affected the Company's financial position and
operations during the three month period ended September 30, 2005. This
discussion also includes events which occurred subsequent to the end of the last
quarter and contains both historical and forward-looking statements. When used
in this discussion, the words "expect(s)", "feel(s)","believe(s)", "will",
"may", "anticipate(s)" "intend(s)" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from those projected.
Since our very recent filing of the Company's 10-KSB Report
in mid-September 2005, we have not been able to make any substantial progress in
bringing any sales of TCS Systems to fruition. We invite our investors and
potential investors to consult our Fiscal 2005 10-KSB for a more complete
picture of our marketing efforts over the last few years.
We announced in March 2000 that our tire recycling technology
was ready for replication and commercialization. The early demonstrations of the
prototype TCS-1 generated substantial interest but no concrete sales. We then
put into place those elements which would assist in our marketing efforts,
starting with the accreditation for our system by Recyc-Québec and showed this
documentation to prospective customers, some of whom had traveled to Montreal to
see the prototype working. While this accreditation probably provided some
measure of assurance to potential customers, it was not adequate in itself to
concretize sales. The systems still did not have a demonstrable long-term track
record, and, in the absence of performance guarantees, potential customers, or
their financial backers still did not accept the risks that buying into a new
technology entailed. Therefore, 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. This possibility of a performance
guarantee, backed by major international insurance companies, renewed interest
in our technology and has led to several very interesting potential customers.
Regardless, there remains substantial reticence on the part of either the
customers or their financial backers, the effect of which has been to impose
substantial delays in bringing projects to fruition. While Management remains
more confident than ever about the imminence of a first sale, it remains that,
as of September 30, 2005, and even as of the date of this report, no
purchase/sale contracts had been written.
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. To date, Simpro has not sold any
systems.
The installed cost of a TCS-2 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 Euros 5.500,000 (approximately US$6.6 million using an approximate
exchange rate of US$1.20 = 1 Euro). This represents a substantial investment for
an entrepreneur and, even with performance guarantees available to substitute
for the lack of a significant operating history, entrepreneurs or their
financial backers have heretofore been reticent 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. Management is of the opinion, however, that insofar
as the systems are normally priced in Euros, the relative value of the Euro
against the US dollar has been detrimental to the sales efforts.
During the last quarter of Fiscal 2005, we initiated
discussions with Virginia-based TPG-USA Inc. This company is engaged in
management and marketing in numerous industrial sectors, many of which are
characterized by a basis in high-technology. This group already has numerous
realizations to its credit, including many major industrial projects. They have
represented to us that they have very good connections with the highest levels
of banking, finance and politics in the Middle East and in Morocco.

---

Communications with TPG-USA intensified over the summer of
2005 and we are aware that they are attempting to develop projects involving our
technology in certain overseas markets. While they have expressed optimism as to
the possible end result, as of September 30, 2005, no firm contracts had been
signed. Further information on TPG-USA can be obtained from their web site:
www.tpgusa.org. On this site, one can
navigate through "business lines" to "recycling and waste management" where the
Tirex technology is featured.
At present, the Company and its strategic partners, Simpro
and TPG-USA Inc. are currently working intensively with entrepreneurs in
Southeast Asia, the Middle East, North Africa and Mexico. Simpro is dealing with
potential customers in Europe, South America and Africa. We, TPG-USA and Simpro
have been able to ascertain that these potential customers are bona fide in
nature. Regardless, there can be no guarantee that any of these potential
customers will actually sign an unconditional sales contract.
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, 2006. 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.

---

During the first quarter of Fiscal 2006, our president
completed a very small private placement with two investors having a total
aggregate value of US$10,000, one for US$2,500 and the other for US$7,500.
Insofar as we do not have nearly enough common shares available for issuance,
the investors agreed to accept that the investment would be in the form of
non-interest-bearing convertible debt with no fixed terms of repayment. When an
adequate number of common shares will become available, these investors will be
able to convert their loans at a price of 1⁄2 cent per share. Any conversion would
be proportionally adjusted in the event of stock splits or reverse splits. In
consideration of the agreed upon conversion price, prior to any possible
adjustments, the company would issue 2,000,000 common shares. Until such time of
any conversion, the US$10,000 is recorded as a liability on our Balance Sheet.
The cash was used to pay general company expenses.
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. Since March of 2003, our
monthly our-of-pocket cash costs have been reduced to negligible amounts, and
thus our requirement to find financial resources to fund operations is minimal.
Our current condition remains that we have negligible cash and no operating cash
inflows. Our cash flow deficit condition will continue until such time as the
Company will start generating revenues from the sale of TCS Systems. Until we
can succeed in securing an unconditional sales contract for the sale of one or
more systems employing our technology, the company will not be engaging any
significant financial commitments and will not be engaging in any significant
research and development activities nor increasing employment.
While we have initiated marketing of TCS Systems and have in
place a License Agreement, as of September 30, 2005, no unconditional sales
orders for TCS Systems had been received and manufacturing of TCS Systems has
not been initiated. We continue to anticipate that we will begin selling or
licensing out the sale of TCS Systems and thus initiating the manufacturing of
these systems on a commercial soon. However, unless and until we successfully
develop and commence TCS System manufacturing and sales operations on a
full-scale commercial level, we will not generate significant revenues from
operations. Accordingly, we would be obligated to attempt to seek non-commercial
sources of cash inflows to support operations until TCS Systems sales and
manufacturing operations would become a reality. In the event of such a
circumstance, there can further be no assurance that such non-commercial funding
would be available at all or on terms acceptable to management. Except for
activities related to the recycled crumb rubber industry, as noted above and in
previous filings, we have never engaged in any other significant business
activities.
Liquidity and Capital Resources

As of September 30, 2005, the Company had total assets of
$233,297 as compared to $233,297 at September 30, 2004 reflecting no change, and
also no change versus total assets at June 30, 2005. There were no changes in
the value of individual assets, representing Notes Receivable, Inventory,
Property and Equipment and an Investment, from September 30, 2004 to September
30, 2005 and from June 30, 2005 to September 30, 2005.
As of September 30, 2005, the Company had total liabilities
of $5,261,028 as compared to $4,540,362 at September 30, 2004, reflecting an
increase of $720,666, and reflecting an increase of $226,833 versus total
liabilities as at June 30, 2005, which total amounted to $5,034,195. The
increase in total liabilities from September 30, 2004 to September 30, 2005 is
primarily attributable to an increase of $256,917 in Accounts Payable and
Accrued Liabilities, by a decrease of $186,967 in Convertible Notes and by an
increase of $640,717 in Convertible Loans. The increase in total liabilities
from June 30, 2005 to September 30, 2005 is primarily attributable to an
increase of $118,833 in Accounts Payable and Accrued Liabilities and to an
increase of $105,000 in Convertible Loans.
Reflecting the foregoing, the financial statements indicate
that as at September 30, 2005, the Company had a working capital deficit
(current assets minus current liabilities) of $2,449,151 compared to a working
capital deficit of $2,192,235 as at September 30, 2004, reflecting an increase
of $256,916. The working capital deficit of $2,449,151 as at September 30, 2005
compares to a working capital deficit of $2,337,318 as at June 30, 2005,
reflecting an increase of $111,833.
Operations

The financial statements which are included in this report
reflect total operations and other expenses of $138,524 for the three month
period ended September 30, 2005 versus $129,116 for the comparative three month
period ended September 30, 2004, reflecting an increase of $9,408. The Company
has ceased Research and Development activities thereby resulting in a
significant decrease in personnel expenses and other Research and Development
expenses compared with prior periods.
The success of the tire recycling manufacturing business and
the ability to continue as a going concern will be dependent upon the ability of
the Company to obtain adequate financing to commence profitable, commercial
manufacturing and sales activities and the TCS Systems' ability to meet
anticipated performance specifications on a continuous, long term commercial
basis.
The Company believes that the amounts accrued to date in
respect of the shares issued to compensate the executive officers and
consultants reflect the fair value of the services rendered, and that the
recipients of such shares received such shares at an appropriate and reasonable
discount from the then current public market price. The Company believes that
the discount is warranted due to the fact that there are often restrictions on
the transfer of said shares arising out of the absence of registration, and the
uncertainty respecting our ability to continue as a going concern.
From inception (July 15, 1987) through September 30, 2005,
the Company has incurred a cumulative net loss of $30,226,572. 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.

---

PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
We are presently a party in the
following legal proceedings, the status of which has not changed since the
Company filed its Annual Report on Form 10-KSB for the Fiscal Year ended June
30, 2005.
IM(2) Merchandising and Manufacturing, Inc and David B. Sinclair v. The Tirex
Corporation, Tirex Corporation Canada, Inc., et al.
Lefebvre Freres Limited v. The Tirex Corporation
Tri-Steel Industries Inc. v. The Tirex Corporation

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 2: - Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 - Defaults Upon
Senior Securities

Other than defaults previously reported on in prior periods, there were no
other defaults upon senior securities.
Item 4 - Submission of Matters to a Vote of Security Holders

During the three-month period ended September 30, 2005, there were no
submissions of matters to a vote of Security Holders.
Item 5 - Other Information

There have been no material changes in the way in which shareholders may
nominate directors.
Item 6 - Exhibits and
Reports on Form 8-K

Exhibits Exhibit 31.1 Certification of Form 10-Q filing by the Chief Executive Officer
Exhibit 31.2 Certification of Form 10-Q filing by the Chief Financial Officer
Exhibit 32.1 Certification Pursuant to the Sarbanes-Oxley Act by the Chief
Executive Officer Exhibit 32.2 Certification Pursuant to the Sarbanes-Oxley Act by the Chief
Financial Officer
No Reports on Form 8-K were filed during the period covered by this report

---

SIGNATURESIn accordance with the requirements of the Exchange
Act, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        | THE TIREX CORPORATION                 
|----------------------- | --------------------------------------
|                        |                                       
|                        |                                       
|Date: November 10, 2005 | By  /s/ John L. Threshie,jr.          
|                        | John L. Threshie, Jr. President       
|                        |                                       
|                        |                                       
|Date: November 10, 2005 | By  /s/ Michael
    Ash               
|                        | Michael Ash, Treasurer and            
|                        | Chief Accounting and Financial Officer

---