---

U.S. SECURITIES AND EXCHANGE COMMISSION

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 December 31,
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. Employer   
|Incorporation or Organization)      | Identification No.)

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

(514) 288-5356(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 February
1, 2005 :249,895,892shares

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

---



|The Tirex
    Corporation                                                                                     
|--------------------------------------------------------------------------------------------------------------
|(A Development
    Stage Company)                                                                             
|                                                                                                              
|TABLE OF CONTENTS                                                                                             
|                                                                                                              
|PART I - FINANCIAL INFORMATION                                                                                
|                                                                                                              
|Item 1 -   Financial Statements(Unaudited)                                                                    
|                                                                                                              
|The Tirex Corporation and Subsidiaries
    Consolidated Balance Sheets as of December 31, 2005                
|                                                                                                              
|Consolidated Statements of Operations for the
    three and six month periods ended December 31, 2005 and 2004
|                                                                                                              
|Consolidated Statements of Cash Flows for the
    three and six month periods ended December 31, 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 TIREX CORPORATIONA DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005





---



|THE TIREX CORPORATION                                           
|----------------------------------------------------------------
|A DEVELOPMENT STAGE COMPANY                                     
|                                                                
|CONSOLIDATED BALANCE SHEET                                      
|AS AT DECEMBER 31, 2005                                         
|                                                                
|                                                                
|                                                                
|ASSETS                                                          
|                                                                
|Current Assets                                                  
|Cash and cash equivalents                                       
|Accounts receivable                                             
|Notes receivable                                                
|Inventory                                                       
|Research and Experimental Development tax
    credits receivable
|                                                                
|                                                                
|Property and equipment,                                         
|salvage value                                                   
|                                                                
|Other assets                                                    
|Investment, at cost                                             
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIT)              
|                                                                
|Current Liabilities                                             
|Accounts payable and accrued liabilties                         
|Current portion of long-term debt                               
|                                                                
|                                                                
|Other liabilities                                               
|Long-term deposits and notes                                    
|Government loans (net of current)                               
|Capital lease obligations (net of current)                      
|Convertible notes                                               
|Convertible notes                                               
|Convertible loans                                               
|                                                                
|                                                                
|                                                                
|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)     
|Additional paid-in capital                                      
|Deficit accumulated during the development
    stage            
|Unrealized gain (loss) on foreign exchange                      
|                                                                
|                                                                
|                                                                

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

|                                                 |   | Three months ended |   | Six months ended |   | Cumulative from  
|------------------------------------------------ | - | ------------------ | - | ---------------- | - | -----------------
|                                                 |   | December 31        |   | December 31      |   | March 26, 1993 to
|                                                 |   | 2005               |   | 2004             |   | 2005             
|                                                 |   |                    |   |                  |   |                  
|Revenues                                         | $ | -                  | $ | -                | $ | -                
|                                                 |   |                    |   |                  |   |                  
|Cost of Sales                                    |   | -                  |   | -                |   | -                
|                                                 |   |                    |   |                  |   |                  
|                                                 |   |                    |   |                  |   |                  
|Gross profit                                     |   | -                  |   | -                |   | -                
|                                                 |   |                    |   |                  |   |                  
|Operations                                       |   |                    |   |                  |   |                  
|General and
    administrative                   |   | 138,950            |   | 150,485          |   | 265,776          
|Depreciat                                        |   | -                  |   | -                |   | -                
|Research and
    development                     |   | -                  |   | -                |   | -                
|                                                 |   |                    |   |                  |   |                  
|Total Expense                                    |   | 138,950            |   | 150,485          |   | 265,776          
|                                                 |   |                    |   |                  |   |                  
|Loss before other expenses
    (income)          |   | (138,950)          |   | (150,485)        |   | (265,776)        
|                                                 |   |                    |   |                  |   |                  
|Other expenses (income)                          |   |                    |   |                  |   |                  
|Interest
    expense                             |   | 11,699             |   | 8,711            |   | 23,397           
|Interest
    income                              |   | -                  |   | -                |   | -                
|Income from
    stock options                    |   | -                  |   | -                |   | -                
|Loss on
    disposal of equipment                |   | -                  |   | -                |   | -                
|                                                 |   |                    |   |                  |   |                  
|                                                 |   | 11,699             |   | 8,711            |   | 23,397           
|                                                 |   |                    |   |                  |   |                  
|Net loss                                         |   | (150,649)          |   | (159,196)        |   | (289,173)        
|                                                 |   |                    |   |                  |   |                  
|Other comprehensive loss                         |   |                    |   |                  |   |                  
|Loss (gain) on
    foreign exchange              |   | -                  |   | -                |   | -                
|                                                 |   |                    |   |                  |   |                  
|                                                 |   |                    |   |                  |   |                  
|Net loss and comprehensive loss                  | $ | (150,649)          | $ | (159,196)        | $ | (289,173)        
|                                                 |   |                    |   |                  |   |                  
|Basic and Diluted net loss and
    comprehensive |   |                    |   |                  |   |                  
|loss per
    common share                        | $ | (0.00)             | $ | (0.00)           | $ | (0.00)           
|                                                 |   |                    |   |                  |   |                  
|Weighted average shares of common                |   |                    |   |                  |   |                  
|stock
    outstanding                            |   | 249,895,892        |   | 249,895,892      |   | 249,895,892      

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                  |   | Three months
    ended |   | Six months
    ended | Cumulative from      
|----------------------------------------------------------------- | - | ---------------------- | - | -------------------- | ---------------------
|                                                                  |   | December 31            |   | December 31          | March 26, 1993
    to
|                                                                  |   | 2005                   |   | 2004                 |                      
|                                                                  |   |                        |   |                      |                      
|Cash flows from operating activities:                             |   |                        |   |                      |                      
|                                                                  |   |                        |   |                      |                      
|Net loss                                                          | $ | (150,649)              | $ | (159,196)            | $                    
|                                                                  |   |                        |   |                      |                      
|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                    |   | 202                    |   | (76,984)             |                      
|Other non-cash items                                              |   | 55,000                 |   | 138,750              |                      
|                                                                  |   |                        |   |                      |                      
|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                     |   | 45,447                 |   | 28,680               |                      
|Accrued salaries                                                  |   | 50,000                 |   | 68,750               |                      
|Due to stockholders                                               |   | -                      |   | -                    |                      
|                                                                  |   |                        |   |                      |                      
|Net cash used in operating activities                             |   | -                      |   | -                    |                      
|                                                                  |   |                        |   |                      |                      
|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                                   |   | -                      |   | -                    |                      
|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 STATEMENT OF CASH FLOWS

|                                                                                                      |   | Three months ended |   | Six
    months ended | Cumulative from  
|----------------------------------------------------------------------------------------------------- | - | ------------------ | - | -------------------- | -----------------
|                                                                                                      |   | December 31        |   | December 31          | March 26, 1993 to
|                                                                                                      |   | 2005               |   | 2004                 |                  
|                                                                                                      |   |                    |   |                      |                  
|Supplemental
    Disclosure of Non-Cash Activities:                                                   |   |                    |   |                      |                  
|During the year ended June 30, 2005, the Company did not issue common stock
    in recognotion of the
|payment of debt. During the six month periods ended December 31, 2005 and
    December 31, 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 six month periods ended
    December 31, 2005 and    
|December 31, 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 
DECEMBER 31, 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 December 31, 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 
DECEMBER 31, 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 
DECEMBER 31, 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 December 31, 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 $30.3 million as of December 31, 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 December 31, 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

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
DECEMBER 31, 2005

are translated at average exchange rates during the year. Currency
transaction gains or losses are recognized in current operations.

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 six month period ended December 31, 2005 in the
amount of $289,173.

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 December 31, 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 December 31, 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 six month period ended December 31, 2005 was zero.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
DECEMBER 31, 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 December 31, 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 was 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 December 31, 2005 | $399,389                             
|---------------------------- | -------------------------------------
|                             |                                      
|Interest rate                | 8%, payable quarterly,
    commencing
|                             | June 30, 2001                        
|                             |                                      
|Issue date                   | February 26, 2001                    
|                             |                                      
|Maturity date                | February 26, 2003                    

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
DECEMBER 31, 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 December 31, 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 
DECEMBER 31, 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 December 31, 2005 and June 30, 2005, the balances
owing to Directors and Officers was $2,136,929 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 December 31, 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 six month period ended December
31, 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 December 31, 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 
DECEMBER 31, 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 December 31, 2005.

Note 13 COMMITMENTS

Rental expense for the year ended June 30, 2005 amounted to zero. Rental
expense for the six month period ended December 31, 2005 amounted to $6,392.

At December 31, 2005, the Company was in arrears of rent,
including interest and related charges, with respect to its previous location on
St. Patrick Street in Montreal, 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 December 31, 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 second 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 December 31, 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. 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. However, as of December 31, 2005, no
purchase/sale contracts had yet been written.
Tirex has continued with its marketing structure consisting primarily of
independent representatives who have the possibility of gaining
semi-exclusivities in certain territories based on sales results. Our
manufacturing partner, Simpro, has a non-exclusive marketing agreement
applicable on a worldwide basis. The Company continues to entertain requests for
marketing agreements on several continents, but steadfastly adheres to its
policy of not providing exclusivities in the absence of prior-established
results.
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 negotiating with the Italian
government respecting the financing of the 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.
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 Euros 4,300,000 (approximately US$5.2 million at prevailing exchange rates).
For a TCS-2, the comparable cost to the entrepreneur is in the vicinity of Euros
5,500,000 (approximately US$6.66 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. Management is of the opinion that,
insofar as the systems are normally priced in Euros, the continuing appreciation
of the Euro against the US dollar is having a negative on the sales efforts.
During Fiscal 2005 and in the first half of Fiscal 2006, 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. Of
the most recent opportunities, it has been recently represented to us that
project financing is in place for projects in Morocco, the Middle East, Puerto
Rico and the Dominican Republic.. The

---

Moroccan initiative could also be extended to a Quebec-based project.
Interest has also been generated in France and in South America but these
opportunities will not conclude until there is at least another system having
been ordered by somebody elsewhere and more likely until there is a
fully-operating system. Tirex and Simpro are still actively pursuing
opportunities in Mexico, Europe, Australia, Brazil, Malaysia, and Botswana.
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 sales will be recorded on Simpro's books, not in the books of
Tirex. The amount remitted back to Tirex will take the form of a royalty and
will be accounted for as such. Regardless of the contract structure and the
accounting effects which result, accepted accounting principles in effect in the
USA have the effect that the revenues to Tirex resulting from such transactions
will not be recognizable until the systems will have been accepted by the
customers. Given the time line required to manufacture, install and have
accepted these systems, it is quite impossible that any revenues would become
recognizable during our fiscal year which will end June 30, 2006. 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 inconsequential amounts, and thus
our requirement to find financial resources to fund operations is minimal. Our
greatest expense, from an accounting standpoint, is for salaries. These salaries
have not been paid for over three years, but rather set up as payables. 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 December 31, 2005, 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
of TCS Systems and thus initiating the manufacturing of these systems on a
commercial basis in the near future. 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 noncommercial sources of
revenues to support operations until TCS Systems sales and manufacturing
operations would become a reality. In the event of such a circumstance, there
can further be no assurance that such non-commercial revenue funding would be
available at all or on terms acceptable to management. Except for activities
related to the recycled crumb rubber industry, as noted above and in previous
filings, we have never engaged in any other significant business activities.
Liquidity and Capital Resources
As of December 31, 2005, the Company had total assets of $233,297 as compared
to $233,297 at December 31, 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 December 31, 2004 to December 31, 2005 and from June 30, 2005
to December 31, 2005.
As of December 31, 2005, the Company had total liabilities of $5,411,475 as
compared to $4,776,542 at December 31, 2004, reflecting an increase of $634,933,
and reflecting an increase of $377,280 versus total liabilities as at June 30,
2005, which total amounted to $5,034,195. The increase in total liabilities from
December 31, 2004 to December 31, 2005 is primarily attributable to an increase
of $204,934 in Accounts Payable and Accrued Liabilities, by a decrease of
$176,967 in Convertible Notes and by an increase of $606,967 in Convertible
Loans. The increase in total liabilities from June 30, 2005 to December 31, 2005
is primarily attributable to an increase of $157,280 in Accounts Payable and
Accrued Liabilities and to an increase of $210,000 in Convertible Loans.
Reflecting the foregoing, the financial statements indicate that as at
December 31, 2005, the Company had a working capital deficit (current assets
minus current liabilities) of $2,494,598 compared to a working capital deficit
of $2,289,664 as at December 31, 2004, reflecting an increase of $204,934. The
working capital deficit of $2,494,598 as at December 31, 2005 compares to a
working capital deficit of $2,337,318 as at June 30, 2005, reflecting an
increase of $157,280.

---

The financial statements which are included in this report reflect total
operations and other expenses of $289,173 for the six month period ended
December 31, 2005 versus $288,312 for the comparative six month period ended
December 31, 2004, reflecting an increase of $861. 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 December 31, 2005, the Company has
incurred a cumulative net loss of $30,377,221. 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:
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 Quarterly Report on Form 10-QSB for the first quarter of
Fiscal 2006.
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
NoneItem 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 December 31, 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

---

SIGNATURES

In 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: February 14, 2006 | By                                        
|                        | John L. Threshie,
    Jr. President       
|                        |                                           
|                        |                                           
|Date: February 14, 2006 | By                                        
|                        | Michael Ash,
    Treasurer and            
|                        | Chief Accounting
    and Financial Officer

---