UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2008.

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from __________ to __________

Commission File Number: 000-25901

The Tirex Corporation

|Delaware                            | 22-2824362                      
|----------------------------------- | --------------------------------
|(State
    or other jurisdiction of | (I.R.S.
    Employer Ident. No.)
|Incorporation or Organization)      |                                 



(203) 522-3247 
(Issuers telephone number, including area code)



Indicate by check mark whether the registrant (1) has 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Q
Yes     £ No



Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer
    £ | Accelerated filer
    £    
|----------------------------- | ---------------------------
|                              |                            
|Non-accelerated filer
    £   | Smaller reporting company Q



The number of shares outstanding of each of the issuers classes of common
equity, as of October 2, 2008 is as follows:

Class
      of Securities
      
      Shares OutstandingCommon Stock, $0.0001 par value
      
      607,920,803




Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

Yes £
     No Q





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The Tirex Corporation 
(A Development Stage Company)

|                                                                                                   | Page
|-------------------------------------------------------------------------------------------------- | ----
|TABLE OF CONTENTS                                                                                 
|PART I - FINANCIAL INFORMATION                                                                     |     
|Item 1 -
    Financial Statements                                                                  | i   
|Item 2 - Managements
    Discussion and Analysis of Financial Condition and Results of Operations | 15  
|Item 3 - Quantitative and Qualitative Disclosures About Market Risk                                | 21  
|Item 4 -Controls and Procedures                                                                    | 21  
|                                                                                                   |     
|PART II B OTHER INFORMATION                                                                        |     
|                                                                                                   |     
|Item 1 - Legal
    Proceedings                                                                     | 22  
|Item 1A - Risk
    Factors                                                                         | 22  
|Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds                               | 26  
|Item 3 -
    Defaults Upon Senior Securities                                                       | 26  
|Item 4 - Submission of Matters
    to a Vote of Security Holders                                   | 26  
|Item 5 - Other
    Information                                                                     | 26  
|Item 6 - Exhibits                                                                                  | 27  

---

PART I 
FINANCIAL INFORMATION



ITEM 1. Financial Statements



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED
FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



i

---





1

---

|                               
|-------------------------------
|THE TIREX
    CORPORATION      
|A DEVELOPMENT
    STAGE COMPANY
|                               
|CONSOLIDATED
    BALANCE SHEET 
|SEPTEMBER 30, 2008             

|                                                                 | (Unaudited)  
|---------------------------------------------------------------- | -------------
|                                                                 |              
|                                                                 | September 30,
|                                                                 |              
|                                                                 |              
|ASSETS                                                          
|                                                                 |              
|Current Assets                                                   |              
|Cash and cash equivalents                                        | $            
|Total Current Assets                                             |              
|                                                                 |              
|Property and
    equipment, net                                  |              
|                                                                 |              
|Other assets                                                     |              
|Patents                                                          |              
|Total Other Assets                                               |              
|                                                                 |              
|Total Assets                                                     | $            
|                                                                 |              
|LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIT)              
|                                                                 |              
|Current
    Liabilities                                          |              
|Accounts payable and accrued liabilties                          | $            
|Current portion of long-term debt                                |              
|Total Current Liabilities                                        |              
|                                                                 |              
|Other
    liabilities                                            |              
|Long-term deposits and convertible notes                         |              
|Convertible notes                                                |              
|Convertible notes                                                |              
|Convertible loans                                                |              
|Total Other Liabilities                                          |              
|                                                                 |              
|Total
    Liabilities                                            |              
|                                                                 |              
|Stockholders' Equity (Deficit)                                   |              
|Preferred stock, $.005 par value, authorized                     |              
|3,000,000 Series A shares, issued and outstanding                |              
|3,000,000 Series A shares (June 30, 2008 -
    3,000,000 shares) |              
|Common stock, $.001 par value, authorized                        |              
|1,000,000,000 shares, issued and outstanding                     |              
|602,920,803 shares (June 30, 2008 - 291,995,892
    shares)      |              
|Additional paid-in capital                                       |              
|Deficit accumulated during the development stage                 |              
|Unrealized gain (loss) on foreign exchange                       |              
|                                                                 |              
|                                                                 |              
|Total
    Liabilities and Stockholders' Equity (Deficit)         |              

See Notes to Consolidated Financial Statements

2

---

|                                                                
|----------------------------------------------------------------
|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
|                                                                       |                    | 2008        |                   |  
|                                                                       |                    |             |                   |  
|Revenues                                                               | $                  | -           |                   | $
|                                                                       |                    |             |                   |  
|Cost of Sales                                                          |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Gross profit                                                           |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Operations                                                             |                    |             |                   |  
|General and administrative                                             |                    | 150,270     |                   |  
|Depreciation and amortization                                          |                    | -           |                   |  
|Research and development                                               |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Total Expense                                                          |                    | 150,270     |                   |  
|                                                                       |                    |             |                   |  
|Income (loss) before other expenses                                    |                    | (150,270)   |                   |  
|                                                                       |                    |             |                   |  
|Other expenses
    (income)                                            |                    |             |                   |  
|Interest expense                                                       |                    | 11,699      |                   |  
|Interest income                                                        |                    | -           |                   |  
|Income from stock options                                              |                    | -           |                   |  
|Gain from extinguishment of debt                                       |                    | -           |                   |  
|Loss on disposal of equipment                                          |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Total Other expenses
    (income)                                      |                    | 11,699      |                   |  
|                                                                       |                    |             |                   |  
|Provision for income taxes                                             |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Net income (loss)                                                      |                    | (161,969)   |                   |  
|                                                                       |                    |             |                   |  
|Other comprehensive loss                                               |                    |             |                   |  
|Loss (gain) on foreign
    exchange                                    |                    | -           |                   |  
|                                                                       |                    |             |                   |  
|Net
    income (loss) and comprehensive loss                           | $                  | (161,969)   |                   | $
|                                                                       |                    |             |                   |  
|Basic and Diluted net
    loss and comprehensive loss per common share | $                  | (0.00)      |                   | $
|                                                                       |                    |             |                   |  
|Weighted average shares of common stock outstanding                    |                    | 370,366,007 |                   |  

See Notes to Consolidated Financial Statements

3

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|                                    
|------------------------------------
|THE TIREX CORPORATION               
|A DEVELOPMENT STAGE COMPANY         
|                                    
|CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                                |                    |           |                       |   |          
|------------------------------------------------------------------------------- | ------------------ | --------- | --------------------- | - | ---------
|                                                                                | Three months ended |           | Cumulative from      
|                                                                                | September 30       |           | March
    26, 1993 to
|                                                                                |                    | 2008      |                       |   | 2007     
|                                                                                |                    |           |                       |   |          
|Cash flows from operating
    activities:                                       |                    |           |                       |   |          
|                                                                                |                    |           |                       |   |          
|Net income (loss)                                                               | $                  | (161,969) |                       | $ | (108,648)
|                                                                                |                    |           |                       |   |          
|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                                  |                    | 43,187    |                       |   | (262,706)
|Other non-cash items                                                            |                    | 176,663   |                       |   | 83,750   
|                                                                                |                    |           |                       |   |          
|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                                   |                    | (89,131)  |                       |   | 256,354  
|Accrued salaries                                                                |                    | 31,250    |                       |   | 31,250   
|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                                   | $                  | -         |                       | $ | -        

See Notes to Consolidated Financial Statements

4

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|                                        
|----------------------------------------
|THE TIREX
    CORPORATION               
|A DEVELOPMENT
    STAGE COMPANY         
|                                        
|CONSOLIDATED STATEMENT OF CASH
    FLOWS

|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ---- | ---------------------
|                                                                                                                                                                                                                                                                                                                                                                  | Three months ended |      | Cumulative from      
|                                                                                                                                                                                                                                                                                                                                                                  | September 30       |      | March
    26, 1993 to
|                                                                                                                                                                                                                                                                                                                                                                  |                    | 2008 |                      
|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|Supplemental
    Disclosure of Non-Cash Activities:                                                                                                                                                                                                                                                                                                               |                    |      |                      
|During the year ended June 30, 2008, the Company
    issued 42,100,000 common shares in exchange for services performed and in
    recognition of the payment of debt. During the three month period ended
    September 30, 2008, the Company issued 299,329,800 common shares in exchange
    for services performed and in recognition of the payment of debt. |                    |      |                      
|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|Supplemental
    Disclosure of Cash Flow Information:                                                                                                                                                                                                                                                                                                             |                    |      |                      
|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|Interest paid                                                                                                                                                                                                                                                                                                                                                     | $                  | -    |                      
|                                                                                                                                                                                                                                                                                                                                                                  |                    |      |                      
|Income taxes
    paid                                                                                                                                                                                                                                                                                                                                             | $                  | -    |                      

See Notes to Consolidated Financial Statements

5

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

Note 1     SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS

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

REORGANIZATION

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

CHANGE OF NAME

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

DEVELOPMENTAL STAGE

At September 30, 2008, the Company is still in the
development stage. The operations consist mainly of raising capital, obtaining
financing, developing equipment, obtaining customers and supplies, installing
and testing equipment and administrative activities.

BASIS OF CONSOLIDATION

The consolidated financial statements include the
consolidated accounts of The Tirex Corporation, Tirex Canada R&D Inc., The Tirex
Corporation Canada Inc., Tirex Advanced Products Quebec Inc. and Tirex
Acquisition Corp., all of these subsidiaries currently being dormant. Certain of
these companies have actually been de-registered by government authorities but
could easily be revived if circumstances would warrant such action. Tirex Canada
R&D Inc. is held 51% by two shareholders of the Company. The shares owned by
these shareholders are held in escrow by the Company's attorney and are
restricted from transfer thereby, substantively for recording purposes, allowing
for a full consolidation of this Company. The Tirex Corporation Canada Inc.,
Tirex Advanced Products Quebec Inc. and Tirex Acquisition Corp. are 100% held by
the Company. All subsidiary companies are dormant. All material intercompany
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 policy is to value inventory, which could consist
of finished goods and equipment held for resale, at the lower of cost (first-in,
first-out method) or market. At present, the Company has no inventory.

6

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

PROPERTY AND EQUIPMENT

The Company policy is to record Property and equipment 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. The Company has written off its equipment to salvage value.

The Company policy is that 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.

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.

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,
warrants outstanding and debt conversions during the period.

A net loss was reported for the years ended June 30, 2008 and
June 30, 2007, 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.

7

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

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, 2008 and June 30, 2008,
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 $30.6 million as of September 30, 2008, expiring through 2029.
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, 2008.

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.

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 $498,322 for the year ended June 30, 2008 and a
net loss of $161,969 for the three month period ended September 30, 2008.

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, 2008, the Company had not yet consummated an
unconditional purchase order for a TCS System.

8

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

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, 2008, plant and equipment consisted of the following:

|Furniture, fixtures and equipment                   | $149,516
|--------------------------------------------------- | --------
|Manufacturing equipment                             | 62,400  
|Subtotal                                            | 211,916 
|                                                    |         
|Less: Accumulated depreciation and
    amortization | 186,916 
|                                                    |         
|Total (the amount remaining is the salvage value)   | $ 25,000

A valuation write-down charged to operations for the year
ended June 30, 2008 was zero. Depreciation and amortization expense charged to
operations for the year ended June 30, 2008 was zero. Depreciation and
amortization expense charged to operations for the three month period ended
September 30, 2008 was zero.

Note 4     PATENTS

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

9

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

Note 5     CAPITAL LEASE OBLIGATIONS

The Company leased certain manufacturing equipment under
agreements classified as capital leases. The cost and the accumulated
amortization for such equipment as of September 30, 2008 and June 30, 2008 was
$62,400 and $62,400, respectively. The Company is in arrears on payment of these
leases but default has not been declared. The lease expired on June 30, 2004.

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, 2008 | $389,294                                                                                                                                                                                                                                                                                      
|                              |                                                                                                                                                                                                                                                                                               
|Interest rate                 | 8%, payable quarterly,
    commencingJune 30, 2001                                                                                                                                                                                                                                            
|                              |                                                                                                                                                                                                                                                                                               
|Issue date                    | February 26, 2001                                                                                                                                                                                                                                                                             
|                              |                                                                                                                                                                                                                                                                                               
|Maturity date                 | February 26, 2003                                                                                                                                                                                                                                                                             
|                              |                                                                                                                                                                                                                                                                                               
|Redemption rights             | If not converted, the holder may
    require the Company to redeem at any time after maturity for the principal
    amount plus 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 current and previous 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 would successfully file 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 and was eventually withdrawn. Thus, 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. The Company was forced to default on this Settlement
Agreement. Accordingly, the terms of the Convertible Notes have become effective
once again. 8,371,597 collateral common shares provided to the investors were
the property of former Tirex Director, Louis A, Sanzaro, now deceased. The
shares due to Louis A. Sanzaro have been issued during the quarter ended
September 30, 2008 to a family member. The collateral shares provided by Louis
V. Muro, 1,723,514 common shares, were replaced during the quarter ended
September 30, 2008. The collateral shares provided by John L. Threshie Jr.,
1,891,204 shares, had not been replaced as of October 27, 2008.

10

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

Note 8     CONVERTIBLE NOTES

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

|                                  |                                                                                                                                                                                                                            
|--------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at
    September 30, 2008 | $ 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.

Since Fiscal year 2006, the expenses of the Company have been
funded by a series of non-interest bearing convertible loans with no specific
terms of repayment made by a significant number of individuals investing modest
amounts for a grand total of U.S.$203,800. These investors, fully cognizant of
the Companys situation and so documented in writing, accepted that their
investments were being made and represented by a convertible debt, the
conversion of which could occur only once the Company would have shares
available for issuance. These debts are convertible at fixed prices rather than
as a discount to market.

|                 | Fiscals    | Fiscal
    2008 | Fiscal
    2008 | Fiscal
    2008 | Fiscal
    2008 | Fiscal
    2009
|---------------- | ---------- | --------------- | --------------- | --------------- | --------------- | ---------------
|                 | 2006-2007  | Q-1             | Q-2             | Q-3             | Q-4             | Q-1            
|Dollars received | $114,700   | $10,700         | $10,400         | $22,000         | $21,000         | $12,000        
|Shares           | 26,040,000 | 3,840,000       | 5,460,000       | 5,400,000       | 6,200,000       | 2,400,000      

Of the above shares, most were issued, unrestricted, during
the quarter ended September 30, 2008. The remaining 19,560,000 shares will be
issued progressively during the remainder of Fiscal year 2009.

11

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

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, 2008 and June 30, 2008, the balances
owing to Directors and Officers was $2,065,244 and $2,609,429, respectively.
These amounts are without interest or terms of repayment.

Long-term deposits and notes at June 30, 2008 included an
amount of $118,500 which was payable to Ocean Tire Recycling & Processing Co.,
Inc., a company previously owned by a former Director of the Company, Louis A.
Sanzaro, deceased approximately 30 months ago. The Company negotiated a
Settlement Agreement with the family of Louis A. Sanzaro with respect to the
note representing $118,500, lease obligations and other expenses paid by Mr.
Sanzaro, under which the Company would issue a total of 50,000,000 shares.
35,500,000 million shares were issued during the quarter ended September 30,
2008. There thus remains 14,500,000 million shares to be issued. As part of the
share issuance during the quarter ended September 30, 2008, the note of 118,500
has been eliminated. The balance owing as part of the Settlement Agreement, at
September 30, 2008, is included in Convertible Loans.

Note 10     COMMON STOCK

During the year ended June 30, 2008, the Company issued
42,100,000 common shares for services performed and in partial payment of a
Settlement Agreement under Securities Act Regulation 10(a)3. During the quarter
ended September 30, 2008, the Company issued 299,329,800 common shares for
services performed and in partial payment of a Settlement Agreement under
Securities Act Regulation 10(a)3.

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. These shares were issued during the first quarter
of Fiscal year 2009.

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. On February 11, 2008, the Company's Board of Directors
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
250,000,000 shares to 1,000,000,000 shares.

As at September 30, 2008, the Company had 602,920,803 Common
shares issued and outstanding, versus its authorization of 1,000,000,000 shares.

Note 11     PREFERRED STOCK

On May 12, 2008, the Companys Board of Directors approved an
amended Certificate of Designation with respect to the authorization and
issuance of up to 3,000,000 Series A Preferred shares, an increase from the
1,000,000 shares of Series A Preferred stock that were authorized to be issued
in the Certificate of Designation of Series A Preferred stock passed by the
Board of Directors on February 12, 2008. No cash dividends shall be paid with
respect to the shares of Series A Preferred stock. The Series A Preferred stock
shall give its holders the right to 100 votes per share on any matter properly
before the shareholders for a vote. The voting rights of the Series A Preferred
stock shall be subject to all splits and each share will be convertible into 5
shares of Common stock upon the earlier of: (i) the holders election or (ii)
January 8, 2009. The holders of all shares of Series A Preferred stock shall not
be subject to any non-cash distributions to holders of shares of Common stock,
including without limitation, stock dividends, stock splits and securities
issued in a recapitalization. In the event of liquidation or winding up of the
Corporation, the holders of the Series A Preferred stock will be entitled to
receive, prior and in preference to the holders of the Common stock, an amount
up to but not greater than the original purchase price per share of Series A
Preferred stock, notwithstanding the par value of the Series A Preferred stock.
These three million Series A Preferred Shares were issued to three Directors and
Officers in June 2008.

12

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

Note 12     GOVERNMENT ASSISTANCE

The Company was eligible for and made claims for tax credits
related to scientific research and experimental development expenditures made in
Canada in previous years. 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, June 30, 2006, June 30,
2007, June 30, 2008 and September 30, 2008.

Note 13     COMMITMENTS

Rental expense for the year ended June 30, 2008 amounted to
zero. Rental expense for the three month period ended September 30, 2008
amounted to zero.

At September 30, 2008, the Company was in arrears of rent,
including interest and related charges, in the approximate amount of $560,000
related to its former occupation of premises in Montreal up to the end of Fiscal
year 2003. 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.

13

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008

Note 15     ACCUMULATED OTHER COMPREHENSIVE INCOME

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

Note 16     SUBSEQUENT EVENTS

Following September 30, 2008, the Company proceeded with
share issuances to reduce debt, reduce accrued salaries payable, compensate
private placement investors who had lent cash to Tirex via Tirex President, John
L. Threshie Jr., to sustain Tirex at a time when shares were not available for
issuance, to replace collateral shares given by directors and to compensate
various consultants and legal professionals. During October 2008, the directors
authorized the issuance of twenty million shares under Securities Act Regulation
10 (a) 3, ten million shares to a consultant, six million shares under Executive
Stock Options and 70,151,204 shares to directors, officers, their donees, legal
counsel and consultants having provided services. Of this amount, 27,441,204
shares were issued with restrictive legends.



14

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ITEM 2.  Management's Discussion and Analysis of
Financial Condition and Results 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 and six month periods ended September 30, 2008. 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 prototype was ready for replication and commercialization. Our
technology has been upgraded and refined since that year 2000 date. The
intellectual property owned by Tirex comprises the patented fracturing mill
(both US and Canadian patents) which permits the effective separation of the
materials components of the tires, and this at a significant cost saving. The
intellectual property of our process, including the integration of the Tirex
designed freezing process with the fracturing mill, is recognized in the
Manufacturing License Agreement we have with Simpro www.simpro.it. Our patent renewals for both the USA and Canada have
both been completed.

Since the March 2000 announcement respecting the commercial
availability of its TCS-1 model, Tirex worked to complete the design of the
TCS-2, the version of the technology which processes two million tires per year,
and has worked with its manufacturing partner, Simpro S.p.A. of Turin, Italy, to
refine the technology and to create the possibility of auxiliary crumb rubber
processing to permit the production of much finer mesh crumb rubber than the
initial technology delivers. These refinements, at no significant additional
cost to customers, allow for access to higher-value crumb rubber markets which
some customers desire. The TCS-2 is now the primary model being offered to
customers for reasons of capital and operating cost efficiencies per unit volume
of output of finished product although inquiries for TCS-3 and TCS-4 models have
been entertained.

Concurrent with the continued technological refinement of our
technology, our primary objective has been to conclude a first purchase and
sales agreement of a TCS System. In this regard, Tirex has responded to requests
for information and has engaged in negotiations with potential customers
throughout the world. Simultaneously, our manufacturing partner, Simpro, which
also has a non-exclusive marketing agreement, has been actively negotiating with
numerous potential customers with customers based in the Middle East, the Far
East, and with British interests who would install one or more systems in the
Middle East. With respect to this latter contact, the process has been slower
than what Management would have preferred, but Management recognizes that the
TCS element of this industrial development initiative represents but a fraction
of the total and thus the timing of the conclusion of the agreement is
constrained by other negotiations where in which we have no interest.
Furthermore, we have been informed that negotiations are also continuing between
the Middle Eastern partners and the British partners as to the proportional
ownership of this venture. The Far Eastern customer continues to represent to us
that the project financing is in place and that they are waiting for a funds
transfer to complete the purchase and sales agreement. With the recent upheavals
in world financial markets and appreciable credit squeezing, it is clear that we
cannot assure that this project will be consummated quickly, if at all. Insofar
as none of the above opportunities have reached the point of being actual
agreements, we cannot offer any guarantees that any of the above will actually
result in formal contracts.

15

---

Over the last fifteen months we have developed a relationship
with New York based individuals who have expressed their belief in our
technology and have represented to us that they would be able to put together
US-based TCS projects. These individuals have devoted substantial time to the
understanding of our technology and to the structure and key successful factors
of the tire recycling industry. While Tirex has no reason to doubt the abilities
of these individuals, neither can we assure that they will, in fact, be
successful with their efforts to sell TCS systems. During the first quarter of
Fiscal 2009 and continuing into October, these individuals have identified an
investor group with actual experience in the recycling industry who have
expressed substantial interest in the possibility of establishing a TCS facility
in Upstate New York.

In the context of the information being provided to potential
customers, we point out to these persons or entities that the original TCS-1
prototype located in Montreal has been disassembled and that the patented
fracturing mill is currently physically located in Italy for reference in
research and development purposes. These customers are also provided copies of
videotapes which include, among other things, a visual demonstration of the
prototype actually in use. In addition, these customers are provided with
documentation as to the various accreditations and attestations as to the
effectiveness of the TCS technology, this documentation coming entirely from
independent sources, including private sector engineering firms, public sector
government agencies and internationally-accredited technical universities.
Customers are also offered the free-of-charge possibility to obtain tailor-made
pro-forma financial forecasts for their specific region, based on an adjustable
financial model created by our Chief Financial Officer, which allows for the
input of local economic costing of goods and services, local taxation
conditions, and various loan and depreciation scenarios.

Despite this important quantity of substantiation of the
effectiveness of the TCS technology and the substantial offers of assistance in
the development of the business plans for these customers, the conclusion of the
first purchase and sales agreement has proven elusive. Our manufacturing
partner, Simpro, has succeeded in putting into place a limited performance
guarantee with respect to the installations which it would accomplish, and this
performance guarantee, backed by a major international insurance company, is
offered to potential customers. Even with performance guarantees, conclusion of
an agreement has been difficult. At issue is that Tirex is not in a position to
simply sell new technology systems into an established industry. Also with
Simpro selling its systems in Euros, and considering the appreciation of the
Euro versus US Dollar, North American sales have proven very difficult. Most
potential customers are confronted with the reality of becoming involved in a
recycling industry which has complexities not found in other industrial sectors.
To screen inquiries from potential customers and to assist them in their own
decision-making process as to whether or not they want to really participate in
this industrial sector, Tirex routinely sends out a questionnaire to such
persons pertaining to the key success factors of their proposed initiative to
ascertain their readiness and capability to become involved in such activities.
While negotiations on several fronts have progressed to an advanced stage, as of
September 30, 2008, no unconditional contracts had been concluded.

Management attributes the difficulty in concluding a sale
primarily to the lack of a long-term track record of the system and to the lack
of a demonstration unit to establish the visual confirmation for customers that
the technology actually works as represented. While the video of the prototype
creates interest, it would appear that, by itself, it cannot replace the visual
impact of a functioning fracturing mill. The approximate installed cost of a
TCS-2 is 5,500,000 Euros (currently, approximately US$7.07 million using the
exchange rate of October 24, 20081 Euro = US$1.2656, which is a lot of money
for most entrepreneurs or their financial backers for unproven long-term
technology, and particularly in the context of global financial and credit
difficulties. The project cost is not limited to the acquisition cost of the TCS.
Depending somewhat on the location, we consider that the entrepreneur is facing
a total investment cost of approximately US$8 million to US$9 million, taking
into account pre-production and early production losses, local infrastructure
costs, freight an in-transit insurance, local labor, permits, and a reasonable
allocation for working capital to support early operations. There could also be
import duties on equipment imported from Europe.

16

---

During the second quarter of Fiscal 2007, the Tirex head
office and more specifically Mr. Threshie, relocated to Connecticut. Tirex
engaged several new commissioned representatives from New York and Connecticut,
each with extensive marketing and business development backgrounds. The most
active opportunities on which Tirex and Simpro have worked since the first nine
months of Fiscal 2007, and on which efforts continue, include projects for the
Middle East, the United Kingdom, Malaysia, South Carolina, and New York State.
It has been represented to either Tirex or Simpro that these projects have done
their due diligence and either all or a major part of their funding requirement
is feasible. Management, however, is not in a position to assert that TCS System
sales contracts will be concluded.

As noted, these opportunities may not conclude in definitive
agreements. Until there is a commercial system in operation, and regardless of
Managements optimism, there can be no assurance that these opportunities will
actually result in unconditional sales contracts. Tirex continues to be listed
on the Internet Recycling Exchange, combined with our web site,www.tirex-tcs.com, and Mr. Threshies network, it continues to
generate interest on a global basis. What appears to be quite clear is the
desire to acquire new technologies to replace existing technologies which are
either being phased out by evolving government regulations or which are not
economically viable in the absence of tire recycling subsidies. Furthermore,
government subsidies and focus, as is the case in New York, are towards
technologies that can produce higher value added recycled products.

The Agreement with Simpro means that the gross revenues from
sales will be recorded on Simpros books, not in the books of Tirex, unless
Simpro refuses the contract at which time the gross revenues would be recorded
by 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, generally 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 unlikely that any revenues would become
recognizable, from the point of view of US Generally Accepted Accounting
Principles, during our fiscal year which will end June 30, 2009. 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.

As a result of this period preceding the commencement of
commercial operations, we have 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 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 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 five years, but rather set up as payables and
represent by far the greatest proportion of our current liabilities. 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.

17

---

Since Fiscal 2006, the expenses of our company were funded by
a series of loans made by a significant number of individuals investing modest
amounts totaling approximately US$198,000 to September 30, 2008. Each investment
was made through Tirex President, John L. Threshie Jr., and insofar as Tirex did
not have shares to issue at that time, these investors, fully cognizant of our
situation, and so documented in writing, accepted that their investment was
being made via Mr. Threshie and represented a convertible debt, the conversion
of which could occur once Tirex would have shares available for issuance. To
September 30, 2008, approximately 48,940,000 shares were involved, this number
being before any adjustments to our share authorization structure which would
cause a proportional adjustment to the number of shares actually issuable. This
convertible debt was priced at fixed prices rather than as a discount to market.
During the first quarter of Fiscal 2009 and in the month of October (second
quarter of Fiscal 2009) shares were issued to many of these investors, leaving
19,560,000 shares remaining to be issued. The reason why these remaining shares
were not already issued revolves around the Rule 144 restriction period. These
investors preferred to wait until Rule 144 would permit the issuance of
free-trading stock rather than receive stock with restrictive legends. These
remaining shares will be issued periodically during Fiscal 2009. The funds were
lent directly to Mr. Threshie rather than to Tirex directly, with Mr. Threshie
then paying personally the expenses of Tirex, which expenses were duly recorded
in our accounts, offset by a liability to him. As these private placement shares
have been and continue to be issued, the liability on our books toward Mr.
Threshie is being extinguished.

In addition to the above liability for shares, Tirex has been
liable for the replacement of 11,986,315 shares which were delivered as
collateral by Tirex Directors, Threshie, Muro and Sanzaro (now deceased, and
thus the shares due to his estate) for the $750,000 of convertible debt
contracted for in 2001, which shares were sold by the debt holders. On October
2, 2008, just following the period covered by this report, the collateral shares
of Louis V. Muro (1,723,514 shares) Louis A. Sanzaro (estate) (8,371,597 shares)
were replaced. The collateral shares of Mr. Threshie, (1,891,204 shares) are in
process of being replaced.

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 pay down 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. The collateral shares provided
by the directors, totaling approximately 11,986,000 shares, have been sold by
the investors.

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 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 relatively inconsequential
amounts, and thus our requirement to find financial resources to fund operations
has been minimal. Our greatest expense, from an accounting standpoint, is for
salaries. These salaries have not actually been paid for several years, but
rather set up as payables. Some of these accrued salaries were translated into
convertible promissory notes. 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.

18

---

Since the third quarter of Fiscal 2008, Management has
devoted substantial time and efforts to re-structure the Balance Sheet of the
Corporation and to position the company for release from the Gray sheets and
elevation to the Pink Sheets, with an ultimate goal of seeing its securities
listed once again on the OTC Bulletin Board. During the fourth quarter of Fiscal
2008 and during the first quarter of Fiscal 2009, booked liabilities in excess
of one million dollars were written off as a function of the Statute of
Limitations and other liabilities were converted to equity through the issuance
of stock. During the fourth quarter of Fiscal 2008, Tirex engaged the services
of Moore & Associates to undertake the audit of our annual accounts for the
years ended June 30, 2004 through 2007 inclusive and to continue with an
additional mandate for the audit of our Fiscal 2008 accounts and to undertake
the required Review Engagements for our Fiscal 2009 quarterly reports. This new
certifying accountant released its audit opinions for the fiscal years 2004
through 2007 inclusive in October 2007. We prepared and filed amended 10-KSB
Reports for these fiscal years. Moore & Associates is currently completing the
audit of our financial statements for our fiscal year ended June 30, 2008, and
an amended 10-KSB will be filed once the audit report is released.

Concurrently, the company engaged the services of consultants
to assist us in getting our stock listed on the Pink Sheets. The efforts of this
consultant and the market maker engaged by him were successful in that our stock
was officially re-listed on the Pink Sheets on October 24, 2008. We intend that,
once the 2008 financial statements are audited and an amended 10-KSB filed, we
will apply for a further elevation of our listing to the OTC Bulletin Board. We
can offer no guarantees that such an application will be accepted.

Liquidity and Capital Resources

As of September 30, 2008, the Company had total assets of
$25,001 as compared to $25,001 at June 30, 2008 reflecting a change of Nil.
There were no changes in the value of individual assets, representing Property
and Equipment and Patents from June 30, 2008 to September 30, 2008.

As of September 30, 2008, the Company had total liabilities
of $4,594,677 as compared to $5,126,083 at June 30, 2008, reflecting a decrease
in liabilities of $531,406. Total liabilities at June 30, 2008 had reflected a
previous increase of $413,985 over $4,712,098 in total liabilities at June 30,
2007. The decrease in total liabilities from June 30, 2008 to September 30, 2008
is primarily attributable to: (i) a decrease in Long-Term Deposits and
Convertible Notes in the amount of $148,500 from $306,000 as of June 30, 2008 to
$157,500 as of September 30, 2008, and (ii) a decrease in Convertible Loans in
the amount of $314,930 from $2,756,216 as of June 30, 2008 to $2,441,286 as of
September 30, 2008.

Reflecting the foregoing, the financial statements indicate
that as at September 30, 2008, the Company had a working capital deficit
(current assets minus current liabilities) of $1,421,041 and that as at June 30,
2008, the Company had a working capital deficit of $1,478,922, a working capital
deficit decrease of $57,881. There were no changes in current assets, as noted
above, while there were reductions to current liabilities due to third parties
represented by Accounts Payable and Accrued Liabilities.

19

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The financial statements, which are included in this report,
reflect total operations and other expenses of $161,969 for the three month
period ended September 30, 2008, which reflects an increase of $53,321 over the
three month period ended September 30, 2007 when total operations and other
expenses were $108,648. 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 June 30, 2007, the
Company has incurred a cumulative net loss of $30,566,310. 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.

20

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ITEM 3. Quantitative and Qualitative Disclosures about Market
Risk

Most of these risk factors are disclosed in the section
following, Risk Factors. The primary risk is that we would be unable to
consummate a sale of a system. In such circumstances, our stock would have no
significant value.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We
maintain a system of disclosure controls and procedures. The term "disclosure
controls and procedures," as defined by regulations of the SEC, means controls
and other procedures that are designed to ensure that information required to be
disclosed in the reports that we file or submit to the SEC under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit
to the SEC under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and our principal
financial officer, or persons performing similar functions, as appropriate to
allow timely decisions to be made regarding required disclosure. Each of John
Threshie Jr., our Chief Executive Officer, and Michael Ash, our Chief Financial
Officer, have evaluated the design and operating effectiveness of our disclosure
controls and procedures as of September 30, 2008. Based upon their evaluation,
these executive officers have concluded that our disclosure controls and
procedures are effective as of September 30, 2008.

Changes in Internal Control over Financial Reporting.
There has been no change to our internal control over financial reporting during
the three months ended September 30, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

21

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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 Fiscal 2008.

IM(2) Merchandising and Manufacturing, Inc and David B.
Sinclair v. The Tirex Corporation, Tirex Corporation Canada, Inc., et al.

Lefebvre Frères 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.

From time to time, we may have disputes that arise in the
ordinary course of our business. Currently, there are no legal proceedings to
which we are a party, or to which any of our property is subject, that we expect
to have a material adverse effect on our financial condition.

ITEM 1A. RISK FACTORS

Investing in our securities will
provide investors with an equity ownership interest in The Tirex Corporation. As
one of our shareholders, such an investment will be subject to risks inherent to
our business. If any of the following risks actually occurs, our business could
be harmed. In that event, the trading price of our shares might decline, and you
could lose all or part of your investment. You should carefully consider the
following factors as well as other information contained in this filing before
deciding to invest in our securities.

We will be unable to proceed with our
current plan of operations unless we secure adequate funding.

We will need to raise further funding
through public or private debt or sale of equity to pursue our marketing and to
fund such operations, as well as to eventually invest in a company-owned and
operated our own TCS-2 Plant. Such financing may not be available when needed.
Even if such financing is available, it may be on terms that are materially
adverse to your interests with respect to dilution of book value, dividend
preferences, liquidation preferences, or other terms. If we are unable to obtain
financing on reasonable terms, we could be forced to delay, limit or eliminate
certain marketing activities and product and service development programs.

We have a history of losses and
anticipate future losses that will compel us to seek additional capital.

For the fiscal year ended June 30,
2008, we sustained a loss before other income (expense) of approximately
$498,322 and for the three month period ended September 30, 2008, our loss was
$161,969. We anticipate future losses to occur. We continue to have insufficient
cash flow to grow operations and we cannot assure you that we will be successful
in reaching or maintaining profitable operations. If we are unable to raise
additional funds when necessary, we may have to reduce planned expenditures,
scale back our product developments, sales or other operations, lay-off
employees and enter into financing arrangements on terms that we would not
otherwise accept or be forced into insolvency.

The report of our independent
auditors on our financial statements for the years ended June 30, 2008 and 2007
contains an explanatory paragraph, which indicates that we have incurred losses
and have a working capital deficiency. This report raises substantial doubt
about our ability to continue as a going concern. This report is not viewed
favorably by analysts or investors and may make it more difficult for us to
raise additional debt or equity financing needed to run our business and could
adversely affect the price of our common stock. We urge potential investors to
review this report before making a decision to invest in our company.

We currently have outstanding
commitments in various forms such as options, and convertible loans and
securities to issue a substantial number of new shares of our common stock. The
shares subject to these issuance commitments, to some degree, will be issued in
transactions registered with the Securities and Exchange Commission and thus
will be freely tradable. An increase in the number of shares of our common stock
that will become available for sale in the public market may adversely affect
the market price of our common stock and, as a result, could impair our ability
to raise additional capital through the sale of our equity securities or
convertible securities.

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Our default on the payment of notes
could have a material adverse effect on our business, operating results, or
financial condition.

We have only a limited full-time
staff of employees and consultants and thus we are dependent on all of our
managers and technical personnel. In particular, the loss of our key management
and consultants could adversely affect our Companys development, sales, and
finances. We currently do not carry any key-employee insurance.

Although Management has general
business and engineering experience, one should be aware that no member of
management has been directly involved in administering a tire disintegration,
recycling, or equipment manufacturing business.

Because we have had no operating
revenues and limited access to loans or capital infusions, we have had to and
will continue to compensate our management and consultants in shares of the
Companys common stock. The shares issued are issued at a discount to the
estimated market value

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 then
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 pay down 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. The exercise window
period for these warrants has expired. 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 found itself and
remains in a position of default. The Investors have sold the collateral shares
and converted a portion of the Note into four million (4,000,000) common shares,
with a concurrent reduction in the amount of the Note. 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. While the Company intends
to negotiate a new settlement of the Note, Tirex is not in a position to state
what the amount of any such settlement might involve and thus the impact on the
Companys working capital and cash flows. The eventual settlement could possibly
seriously impair the financial condition of the Company and could result in
insolvency.

We continue to be a development stage
company that is still attempting to consummate its first sale of a TCS System.
We cannot be certain that our business strategy will be successful. Our limited
operating history makes an evaluation of our business and prospects very
difficult. You must consider our business prospects in light of the risks and
difficulties we encounter as a development stage company in the historically
difficult field of tire recycling, in which many methods and companies have
failed. These risks and difficulties include, but are not limited to:

1.

High initial
purchase costs for an unproven product;

2.

Lack of
customers to purchase our TCS Plant, due to unfamiliarity and unproven
technology; and

3.

General lack of
familiarity with respect to many potential customers as to the complexities of
the recycling industry.

23

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We cannot assure that our business
strategy will be successful or that we will successfully address these risks.
Our failure to address any of these risks may materially and adversely affect
our business.

We cannot assure that our products or
methods will be commercially viable.

We have completed the design phase
for our TCS-System. We have concluded a License Agreement with Simpro S.p.A. of
Turin, Italy giving this company an exclusive right of first refusal to
fabricate, install and commission TCS Systems on a worldwide basis. In the event
of a refusal, Tirex would have the right to have specific systems fabricated,
installed and commissioned by other parties which Tirex could contract with.
Simpro quotes its contract offers to potential customers in Euros. At the time
the agreement was signed with Simpro, the US dollar and the Euro were
approximately at par with each other. As of July 2008, one Euro costs
approximately US$1.5939, representing a very significant increase in cost to
customers strictly as a result of the currency fluctuation. Although we intend
to devote, and are devoting, significant personnel and financial resources to
further marketing activities, we cannot assure you that:

1.

Tirex, or Simpro
will successfully sell TCS Systems based on Simpro pricing.

2.

Tirex will be
able to find acceptable alternative manufacturers for the TCS System in the
event of a Simpro refusal to produce a system for any given customer for a cost
acceptable to such customer,

3.

Produce a system
that customers will be able to operate effectively and profitably.

Consequently, we may never realize
benefits from our research and development activities. Our ability to achieve
and sustain profitability depends on our ability to successfully develop and
market commercially profitable production units. Our failure to meet these goals
may materially and adversely affect our operations.

The TCS-Systems we are attempting to
sell may expose us to possible liability claims, if, among other things, its
operation results in personal injury, death or property damage. There can be no
assurance that we will have sufficient resources to satisfy any liability
resulting from such claims or will be able to cause its component suppliers or
customers to indemnify or insure us against such claims. The Company does not
presently intend to obtain product liability insurance at this time. Should we
determine that such insurance is required, there can be no assurance that
affordable insurance coverage will be available on terms and scope adequate to
protect us against material adverse effects in the event of a successful claim.

We operate in a highly competitive
market against companies with significantly greater operating resources.

There are many tire recycling systems
utilized by competing companies, many of which have greater technical and
financial resources than we do. We anticipate competing with these companies not
only based on the quality and price of our products, but also based upon the
time required to construct a TCS System, currently almost a year. We may also
face reproduction of our products without licensing, particularly outside of the
United States and Canada, if we obtain other customer acceptance of our system.
New technologies may also be developed which render our product obsolete. Our
inability to compete effectively in our marketplace may materially and adversely
affect our operations.

We may not know the viability of our
products prior to the installation and use of a TCS-System Plant in a true
commercial environment. Our operations may be materially and adversely affected
if our products are not accepted in the tire recycling marketplace.

24

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Our success depends, to a significant
degree, upon the protection of our proprietary technology. We have United States
and Canadian Patents on parts of our system and intend to apply for other forms
of protection, for our proprietary technology in the United States and
worldwide. There can be no assurance that such applications will be granted, or
even if such applications are granted, that others will not develop technologies
that are similar or superior to our technology. The steps we intend taking to
protect our other proprietary rights may not be adequate and third parties may
infringe or misappropriate our patents, trademarks, and similar proprietary
rights. In addition, effective trademark, patent, copyright and trade secret
protection may not be available in every country in which our products and
technology will be sold.

We may have to commence litigation in
the future to enforce our proprietary rights, or to defend against claims of
infringement or invalidity. Such litigation could result in substantial costs
and diversion of resources and could materially and adversely affect our
operations.

Our common stock has a limited
trading market and may experience price volatility.

Our common stock trades publicly on
the Over the Counter (OTC) Gray Sheets. We cannot assure that a regular trading
market for our common stock will develop, and if it develops, that it can be
sustained. OTC Bulletin Board and / or Pink Sheets trading affords us limited
market liquidity. Consequently, our shares' trading market may be adversely
affected by the sale of shares offered pursuant to this filing. Although it is
impossible to predict market influences and prospective values for securities,
an increase in the number of shares available for public sale may adversely
affect our trading market. Until a significant trading market for our stock
develops, if at all, the market price for our common stock may be volatile and
shift dramatically based on the success of our operations, among other factors.
Stock markets also have experienced, and continue to experience, extreme price
and volume fluctuations in the market price of small capitalization companies.
These fluctuations may be unrelated to the Company's operating performance.
These market fluctuations, as well as general economic and political conditions,
may adversely affect our common stock's market price.

Quarterly operating results may cause
significant price fluctuations in our common stock.

Our future quarterly revenues and
operating results will be difficult to predict and may fluctuate significantly
from quarter to quarter. Any shortfall in future revenues relative to our
expectations could cause a significant decline in our quarterly operating
results. If we do not meet the expectations of investors and analysts in a given
quarter, our common stock price could decline. Fluctuations in our common stock
price may be exaggerated if the trading volume of our common stock is low, or if
market conditions in general are adverse.

"Penny Stock" regulations may
restrict the marketability of our stock, which may affect the ability of holders
of our common stock to sell their shares.

The Securities and Exchange
Commission has adopted regulations that generally define a "penny stock" to be
any equity security that has a market price of less than $5.00 per share. Our
common stock is currently subject to these rules, which impose additional sales
practice requirements. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
the common shares and must have received the purchaser's written consent to the
transaction prior to the purchase. The "penny stock" rules also require the
delivery, prior to the transaction, of a risk disclosure document mandated by
the SEC relating to the penny stock market. The broker-dealer must also
disclose:

1.

the
commission payable to both the broker-dealer and the registered representative,

2.

current
quotations for the securities, and

3.

if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market.





25

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Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

These rules apply to sales by broker-dealers to persons other
than established customers and accredited investors (generally those with assets
in excess of $1,000,000 or annual income exceeding $200,000, (or $300,000
together with their spouse), unless our common shares trade above $5.00 per
share. Consequently, the "penny stock" rules may restrict the ability of
broker-dealers to sell our common shares, and may affect the ability to sell the
common shares in the secondary market as well as the price at which such sales
can be made. Also, some brokerage firms will decide not to effect transactions
in "penny stocks" and it is unlikely that any bank or financial institution will
accept "penny stock" as collateral.

There are no material changes from the risk factors
previously disclosed in Part I, Item 1A. "Risk Factors" of our Annual Report on
Form 10-K for the year ended December 31, 2007, filed with the SEC on March 10,
2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

Following Fiscal 2005, the expenses of our company have been
funded by a series of non-interest bearing convertible loans with no specific
terms of repayment made by a significant number of individuals investing modest
amounts for a grand total of approximately US$197,800 these loans being made to
Tirex via Tirex President, John L. Threshie Jr. These investors, fully cognizant
of the Companys situation, and so documented in writing, accepted that their
investments were being made via Mr. Threshie and represented a convertible debt,
the conversion of which would occur once Tirex would have shares available for
issuance. These debts were and are convertible at fixed prices rather than as a
discount to market.

|         | Fiscals    | Fiscal 2008 | Fiscal 2008 | Fiscal 2008 | Fiscal 2008 | Fiscal 2009
|-------- | ---------- | ----------- | ----------- | ----------- | ----------- | -----------
|         | 2006-2007  | Q-1         | Q-2         | Q-3         | Q-4         | Q-1        
|Dollars  | $114,700   | $10,700     | $10,400     | $22,000     | $21,000     | $12,000    
|received |            |             |             |             |             |            
|Shares   | 26,040,000 | 3,840,000   | 5,460,000   | 5,400,000   | 6,200,000   | 2,400,000  

Of the above shares, 29,680,000 were issued, unrestricted,
subsequent to June 30, 2008. The remaining 19,560,000 shares will be issued
progressively during Fiscal year 2009.

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, 2008, there
were no submissions of matters to a vote of Security Holders.

ITEM 5. OTHER INFORMATION

On October 24, 2008, the Companys common stock commenced
trading on the Pink Sheets, having been elevated from the Gray Sheets. The
Companys common stock is trading on the Pink Sheets in U.S. dollars under the
ticker symbol "TXMC".

26

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ITEM 6. EXHIBITS

|Exhibit Number | Description                                                                                                                                                             
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                         
|31.1           | Certification of Principal Executive
    Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                                      
|               |                                                                                                                                                                         
|31.2           | Certification of Principal Financial Officer filed pursuant to Section 302
    of the Sarbanes- Oxley Act
    of 2002.                                                  
|               |                                                                                                                                                                         
|32.1           | Certification of Principal Executive
    Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.
|               |                                                                                                                                                                         
|32.2           | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C.
    Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

27

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



DATED: November 11, 2008

THE TIREX CORPORATIONBy:
      /s/
      John Threshie Jr                                
      .John L.
      Threshie Jr.Chiefl
      Executive OfficerBy:
      /s/
      Michael AshMichael
      AshSecretary-Treasurer and Chief Financial Officer




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EXHIBIT INDEX

|Exhibit Number | Description                                                                                                                                                             
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                         
|31.1           | Certification of Principal Executive
    Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                                      
|               |                                                                                                                                                                         
|31.2           | Certification of Principal Financial Officer filed pursuant to Section 302
    of the Sarbanes- Oxley Act
    of 2002.                                                  
|               |                                                                                                                                                                         
|32.1           | Certification of Principal Executive
    Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.
|               |                                                                                                                                                                         
|32.2           | Certification of Principal Financial Officer furnished pursuant to 18 U.S.C.
    Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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