U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              FORM 10-QSB
(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act 
of 1934 For the quarterly period ended March 31, 1997

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act 
of 1934 For the transition period from ___________ to ___________

                    Commission File Number 33-17598-NY

                             TIREX AMERICA INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

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


                 3767 Thimens, Ville St. Laurent, Quebec H4R lW4
                    (Address of Principal executive offices)

                                 (514) 335-0111
                (issuer's telephone number, including area code)

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


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

                    APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of 
common equity: As of May 12, 1997, there were 28,794,063 shares of the 
Issuer's common stock issued and outstanding.

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

<PAGE>

                             Tirex America Inc.
                      (A Development State Company)





                             TABLE OF CONTENTS

                                  PART I

Item I - Financial Information (unaudited)                                Page

     Tirex America Inc. and Subsidiary
       Consolidated Balance Sheets as of
         March 31, 1997 and 1996     . . . . . . . . . . . . . . . . . . .   3

     Consolidated Statements of Operations
       for the three and nine month periods
         ended March 31, 1997 and 1996   . . . . . . . . . . . . . . . . .   5

     Consolidated Statements of Cash Flows
       for the nine-month periods
         ended March 31, 1997 and 1996   . . . . . . . . . . . . . . . . .   6

     Notes to Financial Statements (unaudited)  . . . . . . . . . . . . .    7

Item 2 Management's Discussion and Analysis of
     Financial Condition and Results of Operations  . . . . . . . . . . .   16


PART II
Item 2 - Changes in Securities  . . . . . . . . . . . . . . . . . . . . .   18

Item 6 - Exhibits and Reports on Form 8-K   . . . . . . . . . . . . . . .   27

     The financial statements are unaudited.  However, the management of 
registrant believes that all necessary adjustments (which include only normal 
recurring adjustments) have been reflected to present fairly the financial 
position of registrant at March 31, 1997 and the results of its operations and 
changes in its financial position for the three and nine month periods ended 
March 31, 1997 and for the period from inception (July 15, 1987).



<PAGE>2

                                   TIREX AMERICA INC
                             (A DEVELOPMENT STAGE COMPANY)
                              CONSOLIDATED BALANCE SHEET
                                      (UNAUDITED)
<TABLE>
<CAPTION>
                                                         As At March 31
<S>                                                    <C>            <C>
                                                      1997            1996
Assets
Current Assets:
     Cash                                            10,697            ---
     Note Receivable                                  1,158          1,158
Total Current assets                                 11,855          1,158

Equipment - At Cost - Net of Accumulated             17,681          6,290
Depreciation of $8,895  (Note 1)

Other Assets
Equipment Development costs                         549,116         61,201
Other Assets   (Note 1)                                -             1,600
Organization Costs, Net of Accumulated                  984          1,292
Amortization of $558
Total Other Assets                                   550,100        64,098

Total Asset                                          579,636        71,541

Liabilities and Owners' equity (Deficit):
Current Liabilities
Bank Indebtedness                                       -            1,344
Accrued expenses                                     234,603        62,600
Due to Shareholders  (Note 3)                           -            5,000
Total Current Liabilities                            234,603        68,944

Deposit payable                                      190,000        65,000
Stock Options  (Note 6)                               20,000        20,000
Loans payable                                         45,796        31,985
                                                     255,796       116,985
                                                     490,399       185,929
Commitments and Contingencies
Owners' Equity (Deficit)
Common Stock, $.001 par value; Authorized
50,000,000 Shares, Issued and Outstanding,
28,029,268  (Note 1, 3, 4, 5)                         28,029        21,287

<PAGE>3

                                Tirex America Inc.
                                   Consolidated
                                Balance Sheet cont.


Additional Paid-in Capital                         3,082,938     2,053,463

(Deficit) accumulated during the
development stage                                 (3,021,730)   (2,189,138)

Total Owners' Equity (Deficit)                        89,237      (114,388)

Total Liabilities and Owners' Equity               $ 579,636    $   71,541
(Deficit)          

See Notes to Financial Statements

</TABLE>
<PAGE>4

<TABLE>
                                  TIREX AMERICA INC
                            (A DEVELOPMENT STAGE COMPANY)
                         Consolidated Statement of Operations 
(Unaudited)
<CAPTION>

                                                        Six Months Ended
                                                            March 31

                                                        1997        1996
<S>                                                     <C>         <C>
Revenues                                                 -       $ 36,860

Cost of Sales                                            -          4,000

Gross Profit                                             -         32,860

General and Administrative
Expenses
Officers Salary  (Note 3, 5)                         382,592      412,500
Consulting Services                                   70,771      128,833
Professional Services                                 58,761       13,525
Rent                                                   5,056        1,500
Travel and Entertainment                              65,672       32,794
Telephone                                              6,031        1,195
Depreciation and Amortization                          2,085        1,035
Office Expenses                                       13,599       15,044
Miscellaneous                                          2,793          350
Franchise and other Tax                                  -            443
Bank Charges                                           6,270          318
Investor Relations                                     1,794          576
Transfer Agent                                         5,009        2,216

Total General and Administrative                     620,433      610,329
Expenses

Net (Loss)                                          (620,433)    (577,469)

Net (Loss) Per Common Share                         (    .02)    (    .03)

Weighted Average Shares of                        23,907,069   19,041,095
Common Stock Outstanding
</TABLE>

See Notes to Financial Statements.

<PAGE>5


                                  TIREX AMERICA INC
                            (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                             March 31
<S>                                                     <C>           <C>
                                                        1997          1996
Operating Activities     
 Net (Loss)                                          $(620,433)     $(577,469)
Adjustments to Reconcile Net (Loss) to Net
Cash Provided by Operating Activities:
 Depreciation and Amortization                           2,085          1,035
 Stocks Issued In Exchange For Services                531,958          2,942

Change in Assets and Liabilities:
 Increase(Decrease) in Accrued Expenses                 (7,826)         2,942
 Decrease in due to shareholders                        (5,000)           -
                                                       521,217        416,477

Net Cash-Operating Activities                          (99,216)      (160,922)

Investing Activities     
Equipment                                               (1,740)            -
Equipment Development Costs                           (371,892)            - 

Net Cash-Investing Activities                         (373,632)            - 


Financing Activities
 Issuance Of Common Stocks And Additional              347,509         54,193
                    Paid In Capital
 Loans Payable                                          10,796         31,985
 Deposit Payable                                       125,000         15,000
 Net Cash - Financing Activities                       483,305        101,178

 Net Increase(Decrease) in Cash                         10,457        (59,814)

     Cash - Beginning of Period                            240         58,470

     Cash - End of Period                             $ 10,697       $ (1,344)

</TABLE>
See Notes to Financial Statements.

<PAGE>6

                           TIREX AMERICA INC. AND SUBSIDIARY
                             (A Development Stage Company)

Notes to Consolidated Financial Statements

Note 1  -  Summary of Accounting Policies
           Nature of Business

     Tirex America, Inc. (the "Company") was incorporated under the laws of 
the State of Delaware on August 19, 1997.  The Company originally planned to 
provide comprehensive health care services to persons with Acquired Immune 
Deficiency  Syndrome, however due to its inability to raise sufficient capital 
it was unable to implement its business plan.  The Company had been inactive 
since it ceased operations in November 1990.

     In the Fall of 1992, a group of shareholders lead by Edward Mihal and 
including 16 other shareholders acting in concert with Mr. Mihal along with 
Patrick McLaren and George Fattell, individuals without any prior affiliation 
with the Company, became interested in the Company as an entity potentially 
suitable for merger or similar transaction with an operating private company 
seeking to become public in this manner.  This group approached the Company's 
incumbent management with a proposal whereby they agreed to assume management 
control, make all delinquent filings with the Securities and Exchange 
Commission, restore service by transfer agent and pay all other expenses 
required to enable the Company to begin trading its stock and completing a 
merger or similar transaction.

     In furtherance of the foregoing, on November 5, 1992, J. Richard 
Goldstein, MD, Peter R. Stratton and Robert Kopsack resigned from their 
positions as officers and directors of the Company.  From June 1989 until the 
date of such resignations, Dr. Goldstein was the Company's President and Chief 
Executive Officer, Mr. Stratton was Vice-President, Chief Operating Officer, 
Secretary and Treasurer, and Mr. Kopsack was the Company's Vice President, In 
resigning their positions, Dr. Goldstein and Messrs. Stratton and Kopsack acknow
ledged that they acceded to their respective positions and had received 
compensation in consideration of their representations that they would, and 
their beat efforts to, implement a business plan for the Company which would 
encompass, among other things, the establishment and operating of skilled 
nursing care facilities for patients with Acquired Immune Deficiency 
Syndrome.  Compensation received by Dr. Goldstein and Messrs.  Stratton and 
Kopsack consisted of cash payments, stock issuances, and the grants of stock 
options and/or stock purchase warrants.  As part of their resignations, Dr. 
Goldstein and Messrs. Stratton and Kopsack each executed releases whereby the 
Company was released and forever discharged from all debts, obligations, 
covenants, agreements, contracts, claims or demands in law or in equity, 
including but not limited to any stock options or stock purchase warrants 
granted or promised to them,

<PAGE>7

which against the Company, each ever had, or thereafter may have for or by 
reason of any matter, cause or thing up to and through November 5, 1992.  Each 
of Dr. Goldstein and Messrs. Stratton and Kopsack also acknowledged the 
termination and rescission of their respective employment agreements with the 
Company to such persons as the Company should direct for the purpose of 
satisfying certain of the Company's obligations to third parties.  In 
consideration of the resignations and releases executed by Dr. Goldstein and 
Messrs. Stratton and Kopsack, Edward Mihal and each of the sixteen 
shareholders of the Company acting in concert with Mr. Mihal executed and 
delivered reciprocal personal releases to and on behalf of Dr. Goldstein and 
Messrs. Stratton and Kopsack.  In connection with the foregoing resignations, 
Dr. Goldstein and Messrs. Stratton and Kopsack appointed, as an interim board 
of directors, Patrick McLaren, George Fattell, And Edward Mihal (the "Interim 
Management"). It was the goal of the Interim Management to find suitable 
acquisition and/or development by the Company.  On December 29, 1992, Edward 
Mihal resigned his position as an officer and a director of the Company and 
Louis V. Muro was appointed as an officer and director of the Company to fill 
the vacancy created thereby.

<PAGE>8

                            TIREX AMERICA INC. AND SUBSIDIARY
                              (A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements

Note 1  - Summary of Accounting Policies (continued)
          Reorganization

     On March 26, 1993, the Company entered into an acquisition agreement (the 
"Acquisition Agreement") with Louis V. Muro, Patrick McLaren and George 
Fattell, officers and directors of the Company (collectively the "Sellers'') , 
for the purchase of certain technology owned and developed by the Sellers (the 
"Technology") and extensive and detailed plans (the "Business Plan") for a 
business which will engage in the exploitation of the Technology.  The 
Technology will be used to design, develop and construct a prototype machine 
and thereafter a production quality machine for the cryogenic disintegration 
of used tires.  Pursuant to the Acquisition Agreement, Sellers agreed to 
assign, transfer and sell to the Company all of their right, title and 
interest in the Technology and Business Plan in exchange for fifteen million 
nine hundred thousand (15,900,000) shares of the Company's common stock, $.001 
par value per share (the "Sellers' Stock") of which eleven million nine 
hundred thousand (11,900,000) shares were put into escrow.  The Business Plan 
and Technology were developed by the Sellers prior to their affiliation or 
association with the Company.  The Sellers were engaged as the Company's 
officers and directors for the purpose of implementing the Business Plan with 
the Technology or such other technology which they believed could reasonably 
satisfy the requirements of the Business Plan.

     Effective with the March 26, 1993, closing date of the Acquisition 
Agreement (the "Closing Date"), the Company authorized an increase in the 
number of directors of the Company from three to six.  Pursuant thereto, the 
Company appointed Messrs. Kenneth Forbes, Nicholas Campagna, and Alfred J. 
Viscido to fill the vacancies created in the size of the board.  As an 
inducement to Messrs.  Forbes, Campagna and Viscido to join the board of 
directors, the Company issued 250,000 shares of its common stock, $.001 per 
value to each of them.  The Acquisition Agreement also provided for stock 
issuances in the form of finders fees.  Pursuant thereto, the Company issued  
300,000 and 1,700,000 shares of its common stock, $.001 par value,  to Joseph 
Territo and Edward Mihal, respectively.

     Effective March 24, 1994, George Fattell resigned as an officer and 
director of the  Company.  Per the terms of his resignation any future shares 
of the Company's common stock issued to Mr. Fattell are to be equally 
distributed to Louis V. Muro and Patrick McLaren.

<PAGE>9

     Effective January 18, 1995, Louis V. Muro and Patrick McLaren resign 
their positions as officers and directors of the Company.  In addition to 
their resignations they acknowledged that none of the requisite performance 
levels for the release of any of the 11,900,000 escrow shares had been met and 
renounced all rights to such shares.

     Basis of Consolidation

     The consolidated financial statements include the accounts of Tirex 
America, Inc. and its subsidiary Tirex Canada.  All intercompany transactions 
and accounts have been eliminated in consolidation.


<PAGE>10


                       TIREX AMERICA INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements

Note 1 -  Summary of Accounting Policies (continued)
          Equipment

     Equipment is recorded at cost less accumulated depreciation.  
Depreciation is provided over the estimated useful lives of the assets by 
using the straight-line method of depreciation.

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

     Organizations Costs

     Organization costs are being amortized on a straight-line basis over a 
sixty month period.

     Per Share Data

     The primary income (loss) per share was computed on the weighted number 
of shares of the common stock outstanding during the period.  Common share 
equivalents were not included as their inclusion would have been 
anti-dilutive.

     Income Taxes

     The Company has net operating loss carryovers of approximately $2.4 
million as of June 30, 1996, expiring in the years 2004 through 2011.  
However, based upon present Internal Revenue regulations governing the 
utilization of net operating loss carryovers where the corporation has issued 
substantial additional stock, most 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 
temporarily differences and operating carryforwards.  Because of the 
uncertainties discussed in Note 2, however, and deferred tax asset established 
for utilization of the Company's tax amount is 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.

<PAGE>11

Note 2 - Going Concern

     As shown in accompanying financial statements, the Company incurred a net 
loss of $(620,433) during the nine months ended March 31, 1997 and as of that 
date, the Company's current liabilities exceeded it current assets by $222,748 
and its total assets exceeded its total liabilities by $89,237.
          
     In March 1993, the Company, which was still in the development stage, 
developed a new Business Plan.  The Company is in the process of constructing 
a production quality machine for the cryogenic disintegration of used tires.  
The Company also plans to recycle used tires using ambient temperature 
disintegration equipment.  At March 31, 1997, the company is still in the 
development stage.  Fees generated from tipping and culling were insufficient 
to fund the current operations of the Company.  All of these factors create an 
uncertainty about the Company's ability to continue as a going concern.

<PAGE>12

                          TIREX AMERICA INC. AND SUBSIDIARY
                            (A DEVELOPMENT STAGE COMPANY)

                       Notes to Consolidated Financial Statements

Note 2  -  Going Concern (continued)

     The Company is currently in the process of formulating a plan to obtain 
capital through a merger or acquisition, which will provide working capital 
while the Company constructs its cryogenic disintegration machine.  The 
ability of the Company to continue as a going concern is dependent on the 
success of the plan.  The financial statements do not include any adjustments 
that might be necessary if the Company in unable to continue as a going 
concern.

Note 3  -  Related Party Transactions

     On July 22, 1994, 3,000,000 shares of Tirex America, Inc. were released 
from escrow and issued to Louis V. Muro and Patrick McLaren (1,500,000 shares 
each) in accordance with the terms and provisions of the Acquisition Agreement 
dated March 26, 1993.

     In January 1995, the Company entered into employment agreements with the 
President and General Counsel whereby the Company will pay $250,000 a year 
plus benefits and $150,000 a year plus benefits respectively.  In January 
1996, the Company signed an employment agreement with the Vice President in 
charge of Engineering for $150,000 a year plus benefits, All of the employment 
agreements call for three year terms.  In addition to the employment services, 
the officers agree not to compete with the Company for the two year period 
following the termination of employment.  If an officer is terminated other 
than for cause or for "good reason", the terminated officer will be paid twice 
the amount of their base salary for twelve months.

     Included in accrued expenses at March 31, 1997 is $126,026 of salary to 
officers for which the company subsequently issued common stock.

Note 4  - Forgiveness of Debt

     In 1996 and 1995, the Company recorded increases in common stock and 
paid-in capital of $29,400 and $24,500, respectively, which was in recognition 
of the forgiveness of debt by certain related parties of the Company.

Note 5  - Common Stock

     During the year ended June 30, 1995, the Company's Board of Directors has 
authorized the issuance of 2,000 shares of its common stock, $.001 par value 
per share.  These shares were purchased during the year ended June 30, 1990.  
Inadvertently, the Company failed to issue the shares at the time of purchase.

<PAGE>13

     During the years ended June 30, 1996 and 1993, the Company issued common 
stock to individuals for services performed and forgiveness of debt totaling 
$542,572 and $177,950, respectively.  Included in these amounts are payments 
to officers of the Company in exchange for salary in the amount of $502,756 
and $150,000, respectively.  The dollar amounts assigned to such transactions 
have been recorded at the fair value of the services received, because the 
fair value of the services received was more evident than the fair value of 
the stock surrendered.

<PAGE>14


                          TIREX AMERICA INC. AND SUBSIDIARY
                            (A DEVELOPMENT STAGE COMPANY)

                     Notes to Consolidated Financial Statements

Note 6  - Stock Options

     On May 19, 1995, the Company sold to a director of the Company an option 
to purchase 20,000 shares Of Cumulative Convertible Preferred Stock at an 
exercise price of $10 par share, exercisable during the two year period 
beginning May 19, 1995, and ending May 18, 1997.  The director paid $20,000 
for the option.  The term of the Preferred Stock purchasable under the option 
call for cumulative cash dividends at a rate of $1.20 per share and conversion 
into shares of common stock.  The conversion to Common stock ratio varies 
depending on when the conversion is made.  At March 31, 1997, the option has 
not been exercised.

<PAGE>15

                       TIREX AMERICA INC. AND SUBSIDIARY
                         (A Development Stage Company)


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following is management's discussion and analysis of significant 
factors which have affected Registrant's financial position and operations 
during the fiscal quarter ended March 31, 1997 (all amounts are shown in 
United States dollars).

Liquidity and Capital Resources

     The activities of Registrant since its inception in 1987 have been 
financed by sources other than operations.  Such financing was principally 
provided by the sale of securities in private transactions. as follows:


                                Proceeds From
                           Year Ended     Sales of
                           June 30th     Securities

                              1996        $  80,872
                              1995           22,316
                              1994          237,430
                              1993           76,055
                              1990           80,812
                              1989           77,000


     In addition, Canadian Government tax credits, grants and/or loans 
provided Registrant with an aggregate of $26,861 during the year ended June 
30, 1996 and an additional $45,796 during the nine-month period ended March 
31, 1997.

     As at March 31, 1997, Registrant had total assets of $ 579,636 reflecting 
an increase of $367,067 from the end of the quarter ended December 31, 1996 
when total assets were $212,569 and an increase of $508,095 from the end of 
the analogous quarter ended March 31, 1996, when total assets were $71,541.  
Such increase reflects, in the main part, accrued development costs related to 
the TCS-1 System.  As at March 31, 1997, total liabilities were $490,399. This 
reflects an increase of $103,027 from the end of the quarter ended December 
31, 1996 when total liabilities were $387,372 and an increase of $304,470, 
from the end of the analogous quarter ended March 31, 1996, when total 
liabilities were $185,929.  Management attributes such increases to accrued 
operating expenses and increase in deposit and loans payable.  Reflecting the 
foregoing, as at March 31, 1997,

<PAGE>16

Registrant had a working capital deficit (current assets minus current 
liabilities) of $222,748. This reflects an increase of $11,639  in the size of 
the deficit from December 31, 1996, when Registrant had a working capital 
deficit of ($211,109) and a further increase in the size of the deficit from 
the analogous quarter ended March 31, 1996 when Registrant had a working 
capital deficit of ($67,786).

     Registrant currently has no material assets and a negative net worth.  
The success of its proposed cryogenic tire disintegration business and its 
ability to continue as a going concern will be dependent upon Registrant's 
ability to obtain adequate financing to complete the design and development of 
the TCS-1 System and to commence manufacturing and sales activities related 
thereto.  While Registrant believes that it will be able to do so by the 
autumn of 1997, it cannot, at the present time, give any assurances that this 
will in fact be the case.


Results of Operations

     Registrant has never engaged in any significant business activities and 
had no revenues from operations during the three or nine months ended March 
31, 1997 or in the analogous periods ended March 31, 1996.  Management has 
continued to devote all of Registrant's limited resources to activities 
connected with completing the design and development of the first TCS-1 
System. commencing the manufacture thereof, and endeavoring to raise financing 
to cover the costs of such activities.

     From inception (July 15, 1987) through March 31, 1997, Registrant has 
incurred a cumulative net loss of ($ 3,021,730), more than half of which was 
incurred, prior to the inception of Registrant's present business plan, in 
connection with Registrant's discontinued proposed health care business and 
was due primarily to the expensing of costs associated with obtaining certain 
certificates of need ($309,000), officers salaries ($168,750), professional 
services ($171,703), rent ($92,335) and other start-up costs ($164,226).  
Registrant never commenced its proposed health care operations and therefore, 
generated no revenues from operations.  Pursuant to Registrant's present 
business plan. it intends to engage in the business of manufacturing cryogenic 
tire disintegration equipment.  At the present time, Registrant is engaged in 
completing the design and development, and commencing the construction of a 
production quality cryogenic tire disintegration machine based on its 
proprietary TCS-1 System technology, Unless and until Registrant successfully 
develops and commences manufacturing and sales operations respecting such a 
machine, Registrant will continue to generate no revenues from operations.

<PAGE>17

                                    PART II

                               OTHER INFORMATION


Item 2. Changes in Securities

Recent Sales of Unregistered Securities

     During the fiscal quarter ended March 31, 1997, Registrant made the 
following sales of its common stock, $.001 par value, per share ("Common 
Stock") without registration under the Securities Act of 1933, as amended (the 
"Securities Act").  The following sets forth information respecting the dates, 
purchasers, and consideration involved in such sales and the bases for 
Registrant's claim that all such sales were exempt from the registration 
provisions of Section 5 of the Securities Act.


Sales to Executive Officers in Respect of Services Rendered

     On January 17, 1997, Registrant authorized the following stock issuances 
to its executive officers and employees in consideration of unpaid salaries 
due and owing to them under their respective employment agreements with 
Registrant:

     1.     In consideration of unpaid executive services rendered during the 
three-month period which commenced on October 1, 1996 and ended on December 
31, 1996, Registrant authorized the issuance of an aggregate of 770,391 shares 
to four of its executive officers at a per share price, of $.1433 based upon 
an average of the bid-and ask price for the Common Stock of approximately 
$.2866 per share during the three-month period in which such services were 
rendered.

     2.     In consideration of unpaid executive services rendered during the 
approximately three year period which commenced on December 29, 1992 and ended 
in March 1997, Registrant authorized the issuance of one million, one hundred 
thirteen thousand, six hundred thirty-six (1,113,636) Shares to one of its 
executive officers at a per share price of $.275. The purchase price for these 
shares was calculated as follows:

     (a)  The officer in question had served as Secretary of Registrant from 
December 29, 1992 until March 1994 and as its president from March 1994 until 
January 18, 1995, receiving no compensation for such services, but serving to 
enhance the value of his shareholdings in Registrant and on the basis of an 
understanding that, in addition to such value enhancement, he would be fairly 
and equitably, compensated for services rendered;

     (b)  Registrant and such officer agreed that compensation at the same 
annual rate as received for his services since January 18, 1995 would 
constitute fair equitable compensation for services rendered prior to such 
date;


<PAGE>18

     (c)  Compensation at the above described rate would entitle such officer 
to receive, for his pre-1995 services, payment of an aggregate of three hundred
and six thousand, two hundred fifty dollars ($306,250);

     (d)  Registrant and such officer agreed that such funds were clearly 
unavailable to Registrant and that the issuance of shares at 50% of even 100% 
of the market prices for Registrant's common stock during the period when such 
services were rendered could be undesirably dilutive to Registrant's 
shareholders.  Based upon the foregoing, the said officer agreed to: (i) 
cancel all unreimbursed disbursements made by him for or on behalf of this 
corporation prior to January 18, 1995 and (ii) accept as compensation in full 
for all services rendered prior to 1995 shares of Registrant's common stock 
valued at approximately one hundred and fifty percent (150%) of the average of 
the high and low bid prices of such stock, as traded in the over-the-counter 
market and quoted in the Electronic Bulletin Board of the NASD, during the 
calendar years of 1993 and 1994.  Because Registrant's stock was traded only 
sporadically during such time, calculations were based upon the fifteen months 
during 1993 and 1994 when actual trading took place and for which it was 
possible to obtain information;

     (e)  During the fifteen months in 1993 and 1994 when Registrant's common 
stock was traded in the over-the-counter market, and for which it was possible 
to obtain information, the average of the high and low closing prices of the 
common stock of this corporation, as traded in the over-the-counter market and 
quoted in the NASDAQ Electronic Bulletin Board, was approximately $.18333 per 
share.  Accordingly, 1,113,636 shares were issued, at a per share price of 
$.275 in respect of the $306,250 in unpaid compensation.

     These sales are claimed to have been exempt from registration under the 
Securities Act pursuant to Section 4(2) thereof, as more fully described 
below.


Sales to Non-Affiliate Consultant in Respect of Services Rendered

     1.     On January 17. 1997, in consideration of business and financial 
consulting services rendered by a non-affiliated consultant (the "Consultant") 
between November 5, 1996 and January 17, 1997 and in further consideration for 
such Consultant's agreement to continue to render such services until November 
4, 1998 without further compensation, Registrant sold 300,000 authorized the 
issuance of 3 on Stock to the said non-affiliated Consultant at a per share 
price of $.001.

<PAGE>19

Sales to Non-Affiliated Private Investors

     1.     On January 17, 1997, Registrant sold an aggregate of 43,478 shares 
of Common Stock to a non-affiliated private investor, who holds such shares 
with his spouse as joint tenants, at a negotiated per share price of 
twenty-three cents ($.23), which price was equal to approximately seventy 
percent (70%) of the average of the high and low bid prices of the Common 
Stock on or about the date of such purchase.


     2.     On March 7, 1997, Registrant sold an aggregate of fifty-two 
thousand, seven hundred eighty-seven (52,787) shares of Common Stock to a 
non-affiliated private investor, for his own account and for the account of a 
corporation under his control, at a negotiated per share price of twenty-three 
cents ($0.23), which price was equal to more than sixty-seven percent (67.6%) 
of the average of the high and low bid prices of the Common Stock on such 
date. 


     3.     On March 11, 1997, Registrant sold an aggregate of three hundred 
twenty-nine thousand (329,000) shares of Common Stock to three non-affiliated 
private investors, two of whom hold their shares as joint tenants with their 
respective spouses, as follows:

     (a)  an aggregate of three hundred ten thousand (310,000) shares of Common
Stock to two non-affiliated private investors at a negotiated per share price 
of seventeen cents ($0.17), which price was equal to approximately forty-two 
and one half percent (42.5%) of the average of the high and low bid prices of 
the Common Stock on such date;

     (b)  nine thousand (9,000) shares of Common Stock to a non-affiliated 
private investor, who holds such shares with his spouse as joint tenants, at a 
negotiated per share price of twenty-four cents ($0.24), which price was equal 
to approximately sixty percent (60%) of the average of the high and low bid 
prices of the Common Stock on such date.

     (c)  ten thousand (10,000) shares of Common Stock to a non-affiliated 
private investor at a negotiated per share price of twenty-five cents ($0.25), 
which price was equal to approximately sixty-two and one-half percent (62.5%) 
of the average of the high and low bid prices of the Common Stock on such 
date.

Issuance of Stock Certificates for Post Purchases by Non-Affiliate Investors

     On January 17, 1997, Registrant authorized the issuance of an aggregate 
of 128,925 shares of its common stock to two non-affiliated stockholders for 
shares which such persons had purchased and paid for and which Registrant had 
agreed to sell on or about October 31, 1994 and on May 9, 1995, respectively), 
as follows:

<PAGE>20

     (a)  86,625 shares were issued to a non-affiliated stockholder of the 
Registrant at a negotiated price of $0. 10 per share under the following 
circumstances (based upon affidavits from such stockholder and one member of 
the former management, both  of whom were present at all events described 
below;

          (i)  During the 18-month period which ended in August 1994, a 
non-affiliate individual rendered valuable consulting services to Registrant, 
during which period and for which services (together with certain unreimbursed 
expenses incurred in connection therewith), he billed Registrant for a 
aggregate of eight thousand, six hundred and sixty-two United States dollars 
and fifty cents (US $8,662.50);

          (ii)  On or about October 31, 1994, such person agreed to accept,
and, at a meeting of the board of directors of Registrant which took place on
or  about October 31, 1994, the said board of directors resolved to issue to
such  person, in full satisfaction of the debt which Registrant owed to him as
a result of his above described services and unreimbursed disbursements, a
total of eighty six thousand, six hundred twenty-five (86,625) unregistered
shares of Registrant's common stock valued at ten United States cents
(US $0.10) per share.

          (iii)  After the January 1995 change in Registrant's management, the 
new management persistently endeavored but was unable to obtain from the 
former management the corporate records of Registrant which contained the 
minutes of all board of directors meetings held prior to January 18, 1995, and 
consequently the shares were not issued until these matters were brought to 
the attention of management by the said stockholder.


     (b)  42,300 shares were issued to a non-affiliated stockholder of the 
Registrant at a negotiated price of approximately $0.2222 per share under the 
following circumstances:

          (1)  In the spring of 1995, Registrant was in critical need of funds 
and at such time, such non-affiliated stockholder, a member of the immediate 
family of an officer and director of Registrant, volunteered to help Reg 
purchasing a total of 42,300 unregistered shares of common stock arms length 
negotiated aggregate price of $9,400, $1,000 of which was received by 
Registrant on April 19, 1995 and $8,400 of which was received on May 9, 1995, 
which payments are reflected in the financial books and records of 
Registrant.  The per share price for these shares was approximately $.2222, 
which represented more than fifty percent of the average of the bid and ask 
prices of Registrant's common stock, as traded in the over-the-counter market 
and quoted in the

<PAGE>21

NASDAQ Electronic Bulletin Board, during the months of April and May 1995 
(through an until May 9, 1995).

          (ii)  On April 19, 1995, by the unanimous written consent of the 
executive committee of Registrant's board of directors, such stock sale was 
authorized, but because of the early stage of organization of Registrant and a 
severe lack of resources in terms of personnel, office equipment, and record 
keeping facilities which existed during the spring of 1995, Registrant 
inadvertently failed to issue such shares.  Pursuant to a review of the 
financial and corporate books and records, this oversight was recognized and 
the certificates were issued shortly thereafter.

     These sales are claimed to have been exempt from registration under the 
Securities Act pursuant to Section 4(2) thereof, as more fully described 
below.

Investment Purchases by Affiliates

     During the quarter ended March 31, 1997, Registrant sold an aggregate of 
180,232 shares of its common stock to two affiliates, one of whom is an 
officer, director, and significant shareholder of Registrant and one of whom 
is a director of Registrant.  Registrant believes that all of such sales were 
made at prices as good or better than could have been obtained in arm's length 
transactions.  The dates, amounts, and prices involved in such sales were as 
follows:

     1.     On January 17, 1997, Registrant authorized the sale of an 
aggregate of 150,232 shares of its common stock to an affiliate (an officer, 
director, and significant shareholder) which such person had offered to 
purchase and for which such person had made cash payment in full, on several 
occasions during the period which extended from July 7, 1995 through May 31, 
1996, Because of the press of other priorities and Registrant's limited 
resources, the board of directors failed to formally effectuate such stock 
sales notwithstanding its earlier receipt of cash payments therefor, as 
follows:

     (a)  On July 7, and July 11, 1995, such affiliate offered to purchase an 
aggregate 28,579, shares at a per share purchase price of $.3125 and made 
payments to Registrant in the aggregate amount of $8,931 for such shares, 
which payments are reflected in the financial books and records of 
Registrant.  The price paid represented fifty percent (50%) of the average of 
the high and low bid prices of such stock, as traded in the over-the-counter 
market and quoted in the NASDAQ Electronic Bulletin Board, on July 7, 1995.

     (b)  On April 15, and April 18, 1996, such affiliate offered to purchase
an aggregate of 94,616 shares of its Common Stock at a per share price of $.18 
and made payments to Registrant which aggregated to approximately $17,031 for 
such shares, which

<PAGE>22

payments are reflected in the financial books and records of Registrant.  
The price paid represented which price was equal to fifty percent (50%) of the 
average of the daily bid and ask prices of Registrant's Common Stock as traded 
in the over-the-counter market and quoted in the NASDAQ Electronic Bulletin 
Board during the month of April through the 15th thereof,

     (c)     On May 31, 1996, such affiliate offered to purchase an aggregate 
of 27,037 share at a per share price of $.135 and made payment to Registrant 
of $3,650 for such shares, which payment is reflected in the financial books 
and records of Registrant.  The price paid represented fifty percent (50%) of 
the average of the daily bid and ask prices of Registrant's Common Stock as 
traded in the over-the-counter market and quoted in the NASDAQ Electronic 
Bulletin Board during the month of May through the 31st thereof.


     2.     On March 11, 1997, Registrant sold thirty thousand (30,000) shares 
of Common Stock to one of its directors, for the account of a corporation 
controlled by him, but otherwise having no connection with the Registrant, a 
per share price of $0.25, which price was equal to sixty-two and one-half 
percent (62.5%) of the average of the high ask and low bid prices of such 
stock, traded in the over-the-counter market and quoted in the NASDAQ 
Electronic Bulletin Board, as at such date. 


Sales to Non-Affiliated Subcontracts

     1.     On January 17, 1997, Registrant sold an aggregate of three hundred 
forty thousand, one hundred sixty (340,160) shares of Common Stock to an 
unaffiliated subcontractor at a negotiated price of $0.20 per share.  The said 
contractor is providing the design and construction of the prototype 
disintegration system for the Registrant's TCS-1 System.  Consideration for 
this purchase was paid by way of services pursuant to the terms of 
Registrant's contract with such subcontractor, dated as of July 23, 1996 (the 
"Disintegration System Contract").  The Disintegration System Contract 
provides for Registrant to pay a total purchase price for the said 
disintegration system of two hundred thirty thousand Canadian dollars 
(approximately US $167,900 at current exchange rates) in cash and Common 
Stock, as follows. (i) one hundred fifty thousand Canadian Dollars 
(approximately US $109,500 at current exchange rates) in cash and (ii) eighty 
thousand Canadian Dollars (approximately US $ 58,400 at current exchange 
rates) in Common Stock at a value of twenty United States cents (US $0.20) per 
share.  These shares were issued on the basis of the exchange rate on January 
17, 1997.  Prior to January 17, 1997, that part of the design work on the 
disintegration system, which was allocated to the stock portion of the 
purchase price for such system, had been completed.

     2.     On January 17, 1997, Registrant sold an aggregate of two hundred 
fifty-five thousand and ten (255,010) shares of Common Stock to an 
unaffiliated subcontractor at a negotiated price of $0.20 per share.  The said 
contractor is providing the design, construction, and installation of the 
first 

<PAGE>23

"front-end system" Registrant' s TCS-1 System, Consideration for this purchase 
was paid by way of mechanical work and equipment furnished to Registrant 
pursuant to the terms of Registrant's contract with such subcontractor, dated 
as of October 16, 1996, (the "Front-End System Contract").  The Front-End 
System Contract provides for Registrant to pay a total purchase price for all 
mechanical work and equipment of two hundred thirty thousand Canadian dollars 
(approximately US $ 167,900 at current exchange rates) in cash and Common 
Stock, as follows: (i) one hundred seventy thousand Canadian dollars 
(approximately US $124,100 at current exchange rates) in cash and (ii) sixty 
thousand Canadian Dollars (approximately US $43,800 at current exchange rates) 
in Common Stock at a value of twenty United States cents (US $0.20) per 
share.  These shares were issued on the basis of the exchange rate on January 
17, 1997.  Prior to January 17, 1997, that part of the design and engineering 
work on the front-end system, which was allocated to the stock portion of the 
purchase price for such system, had been completed.


Issuance of Shares to Non-Affiliates in Settlement of Debt

     On January 17, 1997, Registrant authorized the issuance of forty-one 
thousand, six hundred sixty-seven (41,667) shares of Common Stock to a 
non-affiliate creditor of Registrant, for a negotiated price of five thousand 
dollars ($5,000).  Consideration for these shares was paid by way of the 
settlement of a debt incurred pursuant to a loan in the amount of $5,000 made 
to Registrant in May of 1994.  As part of such settlement the said creditor 
agreed to forego all interest which had accrued on the principal amount.


Sale of Shares to Non-affiliates Pursuant to Partial Exercise of Options

     On January 13, 1997, Registrant sold an aggregate of two hundred nine 
thousand, seven hundred fifteen (209,715) shares to two non-affiliate 
consultants (the "Technical Consultants") at a per share price of $0.187 
pursuant to the terms of their respective consulting agreements with Registrant 
(the "Consulting Agreements").  The said Consulting Agreements were both dated 
October 5, 1995 and provided for the consultants to provide Registrant with 
technical, engineering, and materials handling equipment and procedures advice 
and assistance.  Compensation under the Consulting Agreements consisted of the 
options to purchase, respectively, 560,000 and 100,000 shares of Registrant's 
Common Stock for a per share exercise price equal to the average of the 
closing bid and ask prices of the Common Stock, as traded in the 
over-the-counter market and quoted in the NASDAQ Electronic Bulletin Board, 
which was, as at October 5, 1995 ($0.187).  On January 13, 1997, the 
individual option holders notified the Registrant that they were exercising 
their options for the purchase of 183,501 shares and 26,214 shares, 
respectively.  The Exercise Price for the foregoing purchases was paid by way 
of full satisfaction of a debt in the amount of $39,216.71 which was owed by 
Registrant to Ocean/Venture III ("O/V III") a company with which both of the 
Technical Consultants are affiliated or associated.  The amount of the said 
debt consisted of the principal amounts and all accrued and unpaid interest 
under the following two promissory notes of Registrant: (i) a promissory note, 
dated October 5, 1995, in the principal amount of $10,000, bearing

<PAGE>24

interest from the issuance date of the note at an annual rate of ten percent 
(10%) and (ii) a promissory note, dated December 8, 1995, in the principal 
amount of $25,000, bearing interest from the issuance date of the note at an 
annual rate of ten percent (10%).


Basis for Exemption Claimed

With respect to all sales and other issuances of securities as hereinabove 
described:

(i)  Registrant did not engage in general advertising or general solicitation 
and paid no commission or similar remuneration, directly or indirectly, with 
respect to such transactions.

(ii)  The persons who acquired these securities were current or former
executive officers and directors, consultants, or sophisticated private
investors.  Such persons had continuing access to all relevant information
concerning the Registrant and/or have such knowledge and experience in
financial and business matters that they are capable of evaluating the merits
and risks of such investment and are able to bear the economic risk thereof.


(iii)  The persons who acquired these securities advised Registrant that the 
Shares were purchased for investment and without a view to their resale or 
distribution unless subsequently registered and acknowledged that they were 
aware of the restrictions on resale of the Shares absent subsequent 
registration and that an appropriate legend would be placed on the 
certificates evidencing the Shares reciting the absence of their registration 
under the Securities Act and referring to the restrictions on their 
transferability and resale.

(iv)  Such sales did not constitute a single financing plan of the Issuer for 
the following reasons:

     (a)  Four of the Purchasers are executive officers or employees of the 
Issuer who have agreed to take stock in lieu of all or part of the cash 
compensation due to them for services rendered.  One of the aforesaid officers 
and an additional director of Registrant also purchased shares, for cash, at 
prices which Registrant believes were as good or better than could have been 
obtained in an arm's length transaction if persons willing to make such 
investment could be found.

     (b)  Five of the Purchasers (two of whom hold their shares as joint
tenants with their respective spouses and one of whom purchased stock for his
own account and for the account of a corporation under his control) are current 
purchasers of the stock.

<PAGE>25

     (c)  Two of the Purchasers are subcontractors to the Issuer who have
agreed to take the shares being issued to them as partial payment for goods
and/or services heretofore rendered to the Issuer.

     (d)  One of the Purchasers is a consultant to the Issuer who has agreed
to take the shares being issued to it as payment for consulting services 
heretofore rendered to the Issuer.

     (e)  One of the Purchasers is a former consultant to the Issuer who, in 
October of 1994, agreed to take the shares being issued to him as payment for 
consulting services rendered to the Issuer during the 18-month period which 
ended in August 1994, which agreement was adopted by resolution of the board 
of directors of the Issuer on or about October 31, 1994.  Inadvertently, the 
certificates representing these shares were never issued.  The certificates 
are being issued at this time because the foregoing events were recently 
brought to the attention of management at this time and substantiated by 
affidavits from persons involved at the time of occurrence.

     (f)  One of the Purchasers subscribed and completed making cash payment
for her shares on May 9, 1995.  Her subscription and payment were accepted at
that time by the Issuer's board of directors, but inadvertently, the
certificate therefor was never issued.  Pursuant to a recent review of the
financial and corporate books and records, this oversight was recognized and
the certificates are being issued at this time.

     (g)  Two of the Purchasers are former consultants of the Issuer who 
purchased their shares pursuant to the partial exercise of options granted to 
them in October of 1995 as compensation under their individually negotiated 
compensation agreements with the Issuer.


     Accordingly, Registrant claims the transactions hereinabove described, to 
have been exempt from the registration requirements of Section 5 of the 
Securities Act by reason of Section 4(2) thereof in that such transactions did 
not form part of a single financing plan and did not involve a public offering 
of securities.

<PAGE>26

Item. 6 - Exhibits and Reports on Form S-K


     (a)     Exhibits filed herewith:

                  None

     (b)     Current Reports on Forms 8-K filed during quarter
             ended March 31, 1997


Current Report on Form 8-K, dated January 10, 1997, filed with the Commission 
on January 24, 1997 (on paper pursuant to a continuing hardship exemption, 
with a confirming copy filed electronically on February 7, 1997), reporting: 
Item 9. "Sales of Equity Securities Pursuant to Regulation S".

Current Report on Form 8-K, dated March 7, 1997, filed with the Commission on 
March 20, 1997, reporting: Item 9. "Sales of Equity Securities Pursuant to 
Regulation S".


                                 SIGNATURES

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


                                   TIREX AMERICA INC,


                                   By /s/ Terence C. Byrne            
                                   Terence C. Byrne, President
                                     and Treasurer



Date:  May 12, 1997                /s/ Terence C. Byrne                   
                                   Terence C. Byrne, Chief Executive
                                     and Chief Financial Officer

<PAGE>27