---

U.S. SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 
       For the quarterly period ended March 31, 2006

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

Commission File Number 33-17598-NY

THE TIREX CORPORATION

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

PO Box 22002, 1307 Ste-Catherine Street West 
Montreal, Quebec, Canada H3G-2V9 
(Address of Principal executive offices)

(514) 288-5356(Issuer's telephone number, including area code)

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares
outstanding for each of the issuer's classes of common equity, as of May 1,
2006 :249,895,892

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

---



The Tirex Corporation 
(A Development Stage Company)

|TABLE OF
    CONTENTS                                                                                       
|------------------------------------------------------------------------------------------------------------
|                                                                                                            
|PART I - FINANCIAL INFORMATION                                                                              
|                                                                                                            
|Item 1 -    Financial
    Statements(Unaudited)                                                             
|                                                                                                            
|The Tirex Corporation and Subsidiaries
    Consolidated Balance Sheets as of March 31, 2006                 
|                                                                                                            
|Consolidated Statements of Operations for the
    three and nine month periods ended March 31, 2006 and 2005
|                                                                                                            
|Consolidated Statements of Cash Flows for the
    three and nine month periods ended March 31, 2006 and 2005
|                                                                                                            
|Notes to Financial Statements (Unaudited)                                                                   
|                                                                                                            
|Item 2 -   Management's
    Discussion and Analysis of Financial Condition and Results of Operations        
|                                                                                                            
|Item 3 -   Controls and
    Procedures                                                                      
|                                                                                                            
|PART II B OTHER INFORMATION                                                                                 
|                                                                                                            
|Item 1 - Legal Proceedings                                                                                  
|Item 2 - Changes in Securities and Use of
    Proceeds                                                      
|Item 3 - Defaults Upon Senior Securities                                                                    
|Item 4 - Submission of Matters to a Vote of
    Security Holders                                            
|Item 5 - Other Information                                                                                  
|Item 6 - Exhibits and Reports on Form 8-K                                                                   

The financial statements are not audited. However, Management of registrant
believes that all necessary adjustments, including normal recurring adjustments,
have been reflected to present fairly the financial position of registrant at
March 31, 2006 and the results of its operations and changes in its cash
position for the three and nine month periods ended March 31, 2006 and 2005 and
for the period from inception (July 15, 1987).

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2006
March 31,2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    -Accounts receivable
    
    
    -Notes receivable
    
    
    20,475Inventory
    
    
    73,322Research and
    Experimental Development tax credits receivable
    
    -93,797Property and equipment,salvage value
    
    
    50,000Other assetsInvestment, at cost
    
    
    89,50089,500$
    233,297LIABILITIES
    AND STOCKHOLDERS' EQUITY (DEFICIT)Current LiabilitiesAccounts payable and
    accrued liabilties
    $
    2,526,981Current portion of
    long-term debt
    
    78,0912,605,072Other liabilitiesLong-term deposits and notes
    
    
    217,500Government loans
    (net of current)
    
    -Capital lease
    obligations (net of current)
    
    -Convertible notes
    
    
    399,389Convertible notes
    
    
    195,556Convertible loans
    
    
    2,115,6352,928,0805,533,152Stockholders' Equity (Deficit)Common stock, $.001
    par value, authorized250,000,000 shares, issued and outstanding249,895,892 shares (June 30, 2005 - 249,895,892 shares)
    
    249,896Additional paid-in capital
    
    
    25,222,219Deficit accumulated
    during the development stage
    
    (30,160,600)Unrealized gain
    (loss) on foreign exchange
    
    (611,370)(5,299,855)$
    233,297

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three months
    ended
    
    Nine months
    ended
    
    Cumulative fromMarch 31
    
    March 31
    March 26, 1993
    to2006
    
    2005
    
    2006
    
    2005
    
    March 31, 2006Revenues
    $
    -
    $
    -
    $
    -
    $
    -
    $
    1,354,088Cost of Sales
    
    -
    
    -
    
    -
    
    -
    
    1,031,075Gross profit
    
    -
    
    -
    
    -
    
    -
    
    323,013OperationsGeneral and administrative
    
    117,564
    
    116,705
    
    383,340
    
    387,595
    
    13,021,357Depreciat
    
    -
    
    -
    
    -
    
    -
    
    365,545Research and development
    
    -
    
    -
    
    -
    
    -
    
    15,396,966Total Expense
    
    117,564
    
    116,705
    
    383,340
    
    387,595
    
    28,783,868Loss before other expenses (income)
    
    (117,564)
    
    (116,705)
    
    (383,340)
    
    (387,595)
    
    (28,460,855)Other expenses (income)Interest expense
    
    11,699
    
    8,711
    
    35,096
    
    26,133
    
    933,885Interest income
    
    -
    
    -
    
    -
    
    -
    
    (45,443)Income from stock options
    
    -
    
    -
    
    -
    
    -
    
    (10,855)Loss on disposal of equipment
    
    -
    
    -
    
    -
    
    -
    
    4,54911,699
    
    8,711
    
    35,096
    
    26,133
    
    882,136Net loss
    
    (129,263)
    
    (125,416)
    
    (418,436)
    
    (413,728)
    
    (29,342,991)Other comprehensive lossLoss (gain) on foreign exchange
    
    -
    
    -
    
    -
    
    -
    
    106,137Net loss and comprehensive loss
    $
    (129,263)
    $
    (125,416)
    $
    (418,436)
    $
    (413,728)
    $
    (29,449,128)Basic and Diluted net loss and comprehensiveloss per common share
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)
    $
    (0.34)Weighted average shares of commonstock outstanding
    
    249,895,892
    
    249,895,892
    
    249,895,892
    
    249,895,892
    
    86,984,182

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
Three months
    ended
    
    Nine months
    ended
    
    Cumulative fromMarch 31
    
    March 31
    
    March 26, 1993 to2006
    
    2005
    
    2006
    
    2005
    
    March 31, 2006Cash flows from operating activities:Net loss
    $
    (129,263)
    $
    (125,416)
    $
    (418,436)
    $
    (413,728)
    $
    (29,449,128)Adjustments to reconcile net
    loss to net cashused in
    operating activities:Depreciation and amortization
    
    -
    
    -
    
    -
    
    -
    
    364,304(Gain) loss on disposal and
    abandonment of assets
    
    -
    
    -
    
    -
    
    -
    
    2,005,498Stock issued in exchange for
    interest
    
    -
    
    -
    
    -
    
    -
    
    169,142Stock issued in exchange for
    services and expenses
    
    -
    
    -
    
    -
    
    -
    
    10,574,972Stock options issued in exchange
    for services
    
    -
    
    -
    
    -
    
    -
    
    3,083,390Unrealized (loss) gain on
    foreign exchange
    
    7,586
    
    10,181
    
    (80,521)
    
    (150,337)
    
    (611,390)Other non-cash items
    
    55,000
    
    105,000
    
    165,000
    
    337,500
    
    889,688Changes in assets and liabilities:(Increase) decrease in:Account receivable
    
    -
    
    -
    
    -
    
    -
    
    -Inventory
    
    -
    
    -
    
    -
    
    -
    
    (73,323)Sales tax receivable
    
    -
    
    -
    
    -
    
    -
    
    (36)Research and
    experimental development tax credits receivable
    -
    
    -
    
    -
    
    -
    
    -Other assets
    
    -
    
    -
    
    -
    
    -
    
    (10,120)(Decrease) increase in :Accounts payables and accrued
    liabilities
    
    16,677
    
    (39,765)
    
    173,957
    
    64,065
    
    2,243,185Accrued salaries
    
    50,000
    
    50,000
    
    150,000
    
    162,500
    
    860,652Due to stockholders
    
    -
    
    -
    
    -
    
    -
    
    5,000Net cash used in operating activities
    
    -
    
    -
    
    (10,000)
    
    -
    
    (9,948,166)Cash flow from investing activities:Increase in notes receivable
    
    -
    
    -
    
    -
    
    -
    
    (259,358)Reduction in notes receivable
    
    -
    
    -
    
    -
    
    -
    
    237,652Investment
    
    -
    
    -
    
    -
    
    -
    
    (89,500)Equipment
    
    -
    
    -
    
    -
    
    -
    
    (321,567)Equipment assembly costs
    
    -
    
    -
    
    -
    
    -
    
    (1,999,801)Organization cost
    
    -
    
    -
    
    -
    
    -
    
    6,700Reduction in security deposit
    
    -
    
    -
    
    -
    
    -
    
    (1,542)Net cash used in investing activities
    
    -
    
    -
    
    -
    
    -
    
    (2,427,416)Cash flow from financing activities:Loans from related parties
    
    
    
    
    
    
    
    
    
    4,354,835Deferred financing costs
    
    -
    
    -
    
    -
    
    -
    
    180,557Proceeds from deposits
    
    -
    
    -
    
    -
    
    -
    
    143,500Payments on notes payable
    
    -
    
    -
    
    -
    
    -
    
    (409,939)Proceeds from convertible notes
    
    -
    
    -
    
    -
    
    -
    
    754,999Proceeds from notes payable
    
    -
    
    -
    
    10,000
    
    -
    
    419,939Payments on lease obligations
    
    -
    
    -
    
    -
    
    -
    
    (86,380)Proceeds from
    issuance of convertible subordinated debentures
    -
    
    -
    
    -
    
    -
    
    1,035,000Proceeds from loan payable
    
    -
    
    -
    
    -
    
    -
    
    591,619Payments on loan payable
    
    -
    
    -
    
    -
    
    -
    
    (488,439)Proceeds from issuance of stock
    options
    
    -
    
    -
    
    -
    
    -
    
    20,000Proceeds from grants
    
    -
    
    -
    
    -
    
    -
    
    3,628,277Proceeds from issuance of common
    stock
    
    -
    
    -
    
    -
    
    -
    
    85,582Proceeds from additional paid-in
    capital
    
    -
    
    -
    
    -
    
    -
    
    2,145,775Net cash provided by financing activities
    
    -
    
    -
    
    10,000
    
    -
    
    12,375,325Net (decrease) increase in cash and cash
    equivalents
    
    -
    
    -
    
    -
    
    -
    
    (257)Cash and cash equivalents - beginning of
    period
    
    -
    
    -
    
    -
    
    -
    
    257Cash and cash equivalents - end of period
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
Three months
    ended
    
    Nine months
    ended
    Cumulative fromMarch 31
    
    March 31
    March 26, 1993
    to2006
    
    2005
    
    2006
    
    2005
    
    March 31, 2006Supplemental Disclosure of Non-Cash
    Activities:During the year ended June 30,
    2005, the Company did not issue common stock in recognotion of thepayment of debt. During the nine
    month periods ended March 31, 2006 and March 31, 2005, theCompany did not issue common
    stock in recognition of the payment of debt.During the year ended June 30,
    2005, the Company did not issue common stock in exchangefor services performed and
    expenses. During the nine month periods ended March 31, 2006 andMarch 31, 2005, the Company did
    not issue common stock in exchange for services performedand expenses.performed and expenses.Supplemental Disclosure of Cash Flow
    Information:Interest paid
    $
    -
    $
    -
    $
    -
    $
    -
    $
    232,748Income taxes paid
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006
Note 1         SUMMARY OF ACCOUNTING
POLICIES

CHANGE OF NAME
On July 11, 1997, the Company changed its name from Tirex America, Inc. to
The Tirex Corporation.
NATURE OF BUSINESS
The Tirex Corporation (the "Company") was incorporated under
the laws of the State of Delaware on August 19, 1987. The Company was originally
organized to provide comprehensive health care services, but due to its
inability to raise sufficient capital, was unable to implement its business
plan. The Company became inactive in November 1990.
REORGANIZATION
On March 26, 1993, the Company entered into an acquisition
agreement (the "Acquisition Agreement") with Louis V. Muro, currently an officer
and a director of the Company, and former Officers and Directors of the Company
(collectively the "Seller"), for the purchase of certain technology owned and
developed by the Seller (the "Technology") to be used to design, develop and
construct a prototype machine and thereafter a production quality machine for
the cryogenic disintegration of used tires. The Technology was conceptually
developed by the Seller prior to their affiliation or association with the
Company.
DEVELOPMENTAL STAGE
At March 31, 2006, the Company is still in the development
stage. The operations consist mainly of raising capital, obtaining financing,
developing equipment, obtaining customers and supplies, installing and testing
equipment and administrative activities.
BASIS OF CONSOLIDATION
The consolidated financial statements include the
consolidated accounts of The Tirex Corporation, Tirex Canada R&D Inc., The Tirex
Corporation Canada Inc., Tirex Advanced Products Quebec Inc. and Tirex
Acquisition Corp. Tirex Canada R&D Inc. is held 51% by certain shareholders of
the Company. The shares owned by these shareholders are held in escrow by the
Company's attorney and are restricted from transfer thereby allowing for a full
consolidation of this Company. The Tirex Corporation Canada Inc., Tirex Advanced
Products Quebec Inc. and Tirex Acquisition Corp. are 100% held by the Company.
All subsidiary companies except Tirex Canada R&D Inc. are dormant. All
inter-company transactions and accounts have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less, were deemed to be
cash equivalents.
INVENTORY
The Company values inventory, which consists of finished goods and equipment
held for resale, at the lower of cost (first-in, first-out method) or market.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost less accumulated
depreciation and provisions for write-downs. Depreciation is computed using the
straight-line method over the estimated useful lives of five years. No
depreciation is recorded for equipment written down to salvage value.
Repairs and maintenance costs are expensed as incurred while
additions and betterments are capitalized. The cost and related accumulated
depreciation of assets sold or retired are eliminated from the accounts and any
gains or losses are reflected in earnings.
INVESTMENT
An investment made by the Company, in which the Company owns less than a 20%
interest, is stated at cost value. The cost value approximates the fair market
value of the investment.
ESTIMATES
Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates.
ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 123
In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation.
SFAS 123 encourages, but does not require, companies to record stock-based
Compensation and other costs paid by the issuance of stock at fair value. The
Company has chosen to account for stock-based compensation, stock issued for
non-employee services and stock issued to obtain assets or in exchange for
liabilities using the fair value method prescribed in SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock.
ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 128
In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings per Share. SFAS 128 changes the
standards for computing and presenting earnings per share (EPS) and supersedes
Accounting Principles Board Opinion No. 15, Earnings per Share. SFAS 128
replaces the presentation of Primary EPS with a presentation of Basic EPS and
replaces the presentation of Fully Diluted EPS with a presentation of Diluted
EPS. It also requires dual presentation of Basic and Diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the Basic EPS
computation to the numerator and denominator of the Diluted EPS computation.
SFAS 128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. SFAS 128 also requires restatement
of all prior-period EPS data presented.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006As it relates to the Company, the principal differences
between the provisions of SFAS 128 and previous authoritative pronouncements are
the exclusion of common stock equivalents in the determination of Basic Earnings
Per Share and the market price at which common stock equivalents are calculated
in the Determination of Diluted Earnings Per Share.
A Basic Earnings per Share is computed using the weighted
average number of shares of common stock outstanding for the period. Diluted
Earnings per Share is computed using the weighted average number of shares of
common stock and dilutive common equivalent shares related to stock options and
warrants outstanding during the period.
The adoption of SFAS 128 had no effect on previously reported
loss per share amounts for the year ended June 30, 1997. For the years ended
June 30, 2005 and June 30, 2004, Primary Loss per Share was the same as Basic
Loss per Share and Fully Diluted Loss per Share was the same as Diluted Loss per
Share. A net loss was reported in 2004 and 2003, and accordingly, in those
years, the denominator for the Basic EPS calculation was equal to the weighted
average of outstanding shares with no consideration for outstanding options and
warrants to purchase shares of the Company's common stock because to do so would
have been anti-dilutive.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of the Company's financial instruments,
which principally include cash, note receivable, accounts payable and accrued
expenses, approximates fair value due to the relatively short maturity of such
instruments.
The fair values of the Company's debt instruments are based
on the amount of future cash flows associated with each instrument discounted
using the Company's borrowing rate. At March 31, 2006 and June 30, 2005,
respectively, the carrying value of all financial instruments was not materially
different from fair value.
INCOME TAXES
The Company has net operating loss carryovers of
approximately $30.5 million as of March 31, 2006, expiring through 2026.
However, based upon present Internal Revenue Service regulations governing the
utilization of net operating loss carryovers where the corporation has issued
substantial additional stock and there has been a change in control as defined
by the Internal Revenue Service regulations, a substantial portion of this loss
carryover may not be available to the Company.
The Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes, effective July 1993.
SFAS No. 109 requires the establishment of a deferred tax asset for all
deductible temporary differences and operating loss carryforwards. Because of
the uncertainties discussed in Note 2, however, any deferred tax asset
established for utilization of the Company's tax loss carry forwarded 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 March 31, 2006.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of non-U.S. subsidiaries that operate
in a local currency environment are translated to U.S. dollars at exchange rates
in effect at the balance sheet date for monetary items and historical rates of
exchange for non-monetary items with the resulting translation adjustment
recorded directly to a separate component of shareholders' equity. Income and
expense accounts are translated at average exchange rates during the year.
Currency transaction gains or losses are recognized in current operations.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006REVENUE RECOGNITION
Revenue from the sale of TCS Systems will be recognized when
the installed product is accepted by the Customer. All other revenue from other
products will be recognized when shipped to the customer.
Note 2         GOING CONCERN

As reported in the accompanying financial statements, the
Company incurred a net loss of $576,766 for the year ended June 30, 2005 and an
additional net loss for the nine month period ended March 31, 2006 in the amount
of $418,436.
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 March 31, 2006, the Company had not yet consummated an
unconditional purchase order for a TCS System.
The Company is dependent on the success of its marketing of
its TCS Systems, and/or raising funds through equity sales, bank or investor
loans, governmental grants or a combination of these, to continue as a going
concern. The Company's uncertainty as to its ability to generate revenue and its
ability to raise sufficient capital, raise substantial doubt about the entity's
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
Note 3         PROPERTY AND EQUIPMENT

As at March 31, 2006, plant and equipment consisted of the following:

|Furniture, fixtures and
    equipment               | $149,516
|--------------------------------------------------- | --------
|Manufacturing equipment                             | 62,400  
|Subtotal                                            | 211,916 
|                                                    |         
|Less: Accumulated
    depreciation and amortization | 161,916 
|                                                    |         
|Total                                               | $ 50,000

Depreciation and amortization expense charged to operations
for the year ended June 30, 2005 was zero. Depreciation and amortization expense
charged to operations for the nine month period ended March 31, 2006 was zero.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006Note 4         GOVERNMENT LOANS

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

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

Note 5         CAPITAL LEASE
OBLIGATIONS

The Company leases certain manufacturing equipment under
agreements classified as capital leases. The cost and the accumulated
amortization for such equipment as of March 31, 2006 and June 30, 2005 was
$62,400 and $62,400, respectively. The equipment under capital leases has been
included in property and equipment on the balance sheet. The Company is in
arrears on payment of these leases but default has not been declared. The lease
expired on June 30, 2004. The leased equipment is not part of the Company's TCS
System prototype.

Note 6         CONVERTIBLE
SUBORDINATED DEBENTURES

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

Note 7         CONVERTIBLE NOTES

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

|Balance at March
    31, 2006 | $399,389                                           
|----------------------------- | ---------------------------------------------------
|                              |                                                    
|Interest rate                 | 8%, payable quarterly,
    commencing June 30, 2001
|                              |                                                    
|Issue date                    | February 26, 2001                                  
|                              |                                                    
|Maturity date                 | February 26, 2003                                  

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

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006Certain 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 files with the Securities and Exchange Commission a Registration
Statement on Form SB-2, to register common stock and warrants issuable upon the
conversion of the notes, no later than 150 days after the issue date of the
Convertible Notes. This deadline was not met and, as such, the investors served
a notice of default to the Company on July 19, 2001. The Registration Statement
was never declared effective by the Securities and Exchange Commission 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. Approximately two-thirds
of the collateral shares provided to the investors were the property of former
Tirex Director, Louis A, Sanzaro, now deceased. While we have not confirmed the
disposition of the liabilities of our company toward the estate of Mr. Sanzaro,
the company intends to act in accordance with the testament of Mr. Sanzaro.
Note 8         CONVERTIBLE NOTES

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

|Balance at March
    31, 2006 | $ 185,556                                                                                                                                                                                                              
|----------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                              |                                                                                                                                                                                                                        
|Interest rate                 | 8%                                                                                                                                                                                                                     
|                              |                                                                                                                                                                                                                        
|Issue date                    | July 19th, 2000                                                                                                                                                                                                        
|                              |                                                                                                                                                                                                                        
|Maturity date                 | January 19th, 2002                                                                                                                                                                                                     
|                              |                                                                                                                                                                                                                        
|Redemption
    rights         | If not converted, the holder
    may require the Company to redeem at any time after maturity for the
    principal amount plus interest.                                                                              
|                              |                                                                                                                                                                                                                        
|Conversion ratio              | Not convertible prior to July
    19th, 2001, at 20% discount to market between July 19th,
    2001 and January 19th, 2002 or at 25% to market if held to
    maturity, to a maximum of not more than 2,500,000 shares.

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006During the first quarter of Fiscal 2006, the Company completed a private
placement with two investors having a total aggregate value of US$10,000, one
for $2,500 and the other for $7,500. Insofar as the Company does not have enough
common shares available for issuance, the investors agreed to accept that the
investment would be in the form of non-interest-bearing convertible debt with no
fixed terms of repayment. When an adequate number of common shares become
available, these investors will be able to convert their loans at a price of
US$0.005 per share. Any conversion would be proportionally adjusted in the event
of stock splits or reverse splits. In consideration of the agreed upon
conversion price, prior to any possible adjustments, the company would issue
2,000,000 common shares. Until such time of any conversion, the US$10,000 is
recorded as a liability on the Company's Balance Sheet.
Note 9         RELATED PARTY
TRANSACTIONS

Convertible loans include amounts primarily due to Directors,
Officers and employees. Historically, such amounts due have been repaid through
the issuance of stock. At March 31, 2006 and June 30, 2005, the balances owing
to Directors and Officers was $2,241,929 and $1,926,929, respectively. These
amounts are without interest or terms of repayment.
Long-term deposits and notes included an amount of $118,500
at March 31, 2006, which is payable to Ocean Tire Recycling & Processing Co.,
Inc., a company previously owned by a former Director of the Company, Louis A.
Sanzaro, recently deceased. We expect that the Executor of the estate of Mr.
Sanzaro will contact us with respect to the disposition of our liabilities
toward the estate of Mr. Sanzaro.
Note 10         COMMON STOCK

During the year ended June 30, 2005 and the nine month period ended March 31,
2006, the Company did not issue any common stock in exchange for services
performed.
During the year ended June 30, 2004, an Officer of the
Company exercised stock options pursuant to a services agreement. The exercise
of these stock options entitled the Officer to 1,500,000 common shares of the
Company on a cash-less basis. The Company does not have sufficient authorized
and not issued shares available at September 30, 2005 for issuance of this stock
and as such, the amount attributable to these shares has been recorded as part
of the balances owing to Directors and Officers included in Convertible loans.
As reported in Note 8, the Company has accepted a grand total of $10,000 from
two investors in the form of a convertible debt. The conversion terms would
require the issuance of 2,000,000 shares, subject to adjustments. Until the
Company has enough shares to issue to satisfy this obligation, the $10,000 is
recorded as a debt.

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

As at March 31, 2006, the Company had 249,895,892 Common shares issued and
outstanding, versus its authorization of 250,000,000 shares.

Note 11         CONVERTIBLE DEBT

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

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006Note 12         GOVERNMENT ASSISTANCE

The Company is eligible for and has made claims for tax
credits related to scientific research and experimental development expenditures
made in Canada. These amounts, under Canadian Federal and Provincial tax law in
conjunction with its annual tax return filings, need not be offset against taxes
otherwise payable to become refundable to the Company at the end of its fiscal
year. As such, during the year ended June 30, 2003, the Company received
approximately $246,970, which was recorded as an increase in stockholders'
equity paid-in capital. During the years ended June 30, 2004 and June 30, 2005
and the three month period ended September 30, 2005, the Company did not make
any additional claims for tax credits as it was not eligible to do so and, as
such, the Company did not record any additional tax credits receivable. The
previous receivable balance in respect of tax credits from these governments
went from $246,970 as of June 30, 2002 to zero as of June 30, 2003 and remained
as such as of June 30, 2004, June 30, 2005 and March 31, 2006.
Note 13         COMMITMENTS

Rental expense for the year ended June 30, 2005 amounted to zero. Rental
expense for the nine month period ended March 31, 2006 amounted to $6,392.
At March 31, 2006, the Company was in arrears of rent,
including interest and related charges, in the approximate amount of $560,000. A
settlement agreement with the former landlord is in place under the terms of
which the Company would pay to the former landlord the sum of $140,000 from the
proceeds to the Company of revenues from each of the first four sales of TCS
Systems.

Note 14         LITIGATION

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

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

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

---

THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2006Note 15         ACCUMULATED OTHER
COMPREHENSIVE INCOME

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

---

Item 3 - Controls and Procedures

The Company's management, with the participation of its Chief Executive
Officer, who is the Company's principal executive officer, and its Chief
Financial Officer, who is the Company's principal financial officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of March 31, 2006. Based upon that evaluation, the Chief Executive Officer
and the Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective in alerting them in a timely manner to
material information relating to The Tirex Corporation, including its
consolidated subsidiaries, required to be included in this report and the other
reports that the Company files or submits under the Securities Exchange Act of
1934. During the third quarter of fiscal 2006, there have been no changes in the
Company's internal control over financial reporting that have materially
affected, or that are reasonably likely to materially affect, its internal
control over financial reporting.





---

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
OF OPERATIONS
The following is management's discussion and analysis of significant factors
which have affected the Company's financial position and operations during the
three month period ended March 31, 2006. This discussion also includes events
which occurred prior to and subsequent to the end of the last quarter which
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.
Tirex's primary objective is to sell it's patented and proprietary tire
recycling process, called the TCS System, to tire recyclers throughout the
world. In March 2000, we announced that our TCS technology prototype was ready
for replication and commercialization. The intellectual property owned by Tirex
comprises both the patented "fracturing mill" (both US and Canadian patents)
plus the proprietary freezing process of using super-cooled air (rather than the
competitions liquid nitrogen) to freeze the tire chips to the "glass point"
which permits the effective separation and disintegration of the tire components
by our patented "fracturing mill", producing a cryo crumb rubber at a relatively
significant cost saving. The intellectual property of our TCS System process is
recognized in the Manufacturing License Agreement (2003) we have with Simpro
S.p.A. of Torino, Italy www.simpro.it.
Simpro has an exclusive manufacturing license to manufacture the TCS System. Our
patent renewal and continuation for both the USA and Canada were documented in
2005.
In 2001 Tirex's TCS tire recycling prototype was accredited by Recyc Quebec,
the provincial recycling agency in Montreal, Quebec, Canada, as a viable process
that produced quality recycled rubber. During the year 2000 and 2001, we
demonstrated our technology to numerous groups from Asia, Europe, North and
South America and the Caribbean, as well as to some shareholders and potential
strategic alliance partners. While numerous Letters of Intent were signed during
this stage, none materialized into firm purchase contracts. Management
attributed these failures to acquire sales contracts to the lack of a commercial
history for the TCS technology, or alternatively, to the Company's inability at
the time to provide performance guarantees. With the signing of the License
Agreement with Simpro we engaged a reputable, highly accredited manufacturer
that created the potential for performance guarantees to be offered. The TCS
prototype was disassembled and its "fracturing mill" was sent to Simpro's
facility in Italy. Simpro is prepared to build the first commercial TCS System.
As of March 31, 2006, no purchase/sale contracts have been written.
Tirex has continued with its marketing structure consisting primarily of
Tirex's President, John L. Threshie Jr., assisted financially by CFO Michael
Ash, combined with Simpro's significant marketing and sales efforts, as well as
independent representatives. Simpro also has a non-exclusive marketing agreement
applicable on a worldwide basis. Tirex continues to entertain requests for
marketing agreements on several continents, but adheres to its policy of
offering commissions out of sales proceeds only and not providing exclusivities
in the absence of prior-established results.
Over the last year, Tirex developed a strategic alliance with The Platinum
Group (TPG) www.tpgusa.org, a Washington D.
C. based organization strongly involved in international business development
and is represented as having high-level contacts with financial decision makers
in the Middle East, India and Northern Africa. TPG management has been
concentrating considerable efforts of late to secure adequate funding for
several projects involving TCS Systems in those markets.
The lack of a significant track record relative to the operation and output
of the TCS System has proven to be a difficult hurdle to overcome in acquiring
TCS System sales. The installed cost of a TCS-1 System to an entrepreneur,
depending on the system configuration, the condition of the feedstock and the
output requirements and excluding building and infrastructure costs, is in the
vicinity of Euros 4,300,000 (approximately US$5.43 million at prevailing
exchange rates). For a TCS-2, the comparable cost to the

---

entrepreneur is in the vicinity of Euros 5,500,000 (approximately US$6.94
million at prevailing exchange rates). This represents a substantial investment
for an entrepreneur and, without performance guarantees to substitute for the
lack of a significant operating history, entrepreneurs or their financial
backers have heretofore been unwilling to accept the risk of purchasing a new
technology. Simpro has been able to obtain insurance backing to support their
offer of limited performance guarantees, and such potential is expected to
assist the marketing effort. Simpro is now offering limited Performance
Guarantees. Management is of the opinion that, insofar as the systems are
normally priced in Euros, the continuing strength of the Euro against the US
dollar is having a negative on the sales efforts.
Market and sales efforts of the TCS System continues to evolve and has
attracted qualified and capable companies over the past year and recently.
During Fiscal 2005 and in the first three quarters of Fiscal 2006, the Company
and Simpro have entertained numerous potential TCS System customers. Out of
these developments, several opportunities have presented themselves that merit
the expenditure of considerable effort to close a Purchase and Sales Agreement.
Of the most recent opportunities, it has been represented to us that some
partial and some complete project financing has been offered in Morocco, the
Middle East, the UK and Malaysia, yet contracts are pending. Our listing on the
Internet Recycling Exchange and our web sitewww.tirex-tcs.comcontinues to generate
inquiries from all over the world. This interest certainly confirms the need for
new technology in the industry. These opportunities may not conclude, however,
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.

The finalizing of the License Agreement with Simpro means that the gross
revenues from sales will be recorded on Simpro's books, not in the books of
Tirex. The amount remitted back to Tirex will take the form of a royalty and
will be accounted for as such. Regardless of the contract structure and the
accounting effects which result, accepted accounting principles in effect in the
USA have the effect that the revenues to Tirex resulting from such transactions
will not be recognizable until the systems will have been accepted by the
customers. Given the time line required to manufacture, install and have
accepted these systems, it is clearly impossible that any revenues would become
recognizable during our fiscal year which will end June 30, 2006. While the
Company will benefit from the periodic cash inflows resulting from progress
payments during the next approximately ten months, the royalty will, in fact,
not have been earned until the systems are accepted by the customers.

In February of 2001, we concluded a private financing with an investor group.
Under the terms of the Agreement, we had the contractual right to require the
Investor to purchase up to US$5,000,000 of put notes. We drew down US$750,000 of
this amount and used the proceeds of this financing toward legal and consulting
fees due, normal operating expenses such as payroll, rent and taxes and the
acquisition of equipment for our prototype TCS-1 Plant. In July of 2001, the
Company entered into a technical default with respect to the Agreement by not
having an SB-2 Registration Statement declared effective by the SEC. After
several months of negotiations, the Company entered into a Settlement Agreement
with the Investor Group which provided for a cash 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.
Because 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 three years, but rather set up as payables. Our cash flow deficit condition
will continue until such time as the Company will start generating revenues from
the sale of TCS Systems. Until we can succeed in securing an unconditional sales
contract for the sale of one or more systems employing our technology, the
company will not be engaging any significant financial commitments and will not
be engaging in any significant research and development activities nor
increasing employment.
Over the last nine months, the expenses of our company have been funded by a
series of loans made by a significant number of individuals investing modest
amounts each through Tirex President, John L. Threshie Jr. Insofar as Tirex does
not have shares to issue at this time, these investors, fully cognizant of our
situation and so documented in writing, have accepted that their investment is
being made via Mr. Threshie and represents a convertible debt, the conversion of
which can occur once Tirex will have shares available for issuance. This will
require a modification to our share authorization. This convertible debt is
priced at fixed prices rather than as a discount to market. Insofar as the funds
were lent to Mr. Threshie rather than to Tirex directly, with Mr. Threshie then
paying personally the expenses of Tirex, which expenses have been duly recorded
in our accounts offset by a liability to Mr. Threshie, the liability on our
books is still listed as being toward Mr. Threshie. Thus no direct liability
toward these investors is on our books. However, once shares will become
available for issuance, the amounts due to Mr. Threshie will be transferred by
him to these investors and the shares issued accordingly.
Since August 2005, the office rent of Tirex has been assumed by Mr. Threshie.
This amount is CA$1,500 per month. This amount has been accrued as a liability
to Mr. Threshie on our books since last August.
While we continue to market TCS Systems and have in place a License
Agreement, as of March 31, 2006, no unconditional sales orders for TCS Systems
had been received and manufacturing of TCS Systems has not been initiated. We
anticipate that we will begin selling or licensing out the sale of TCS Systems
and thus initiating the manufacturing of these systems on a commercial basis in
the near future. Until we successfully develop and commence TCS System
manufacturing and sales operations on a full-scale commercial level, however, we
will not generate significant revenues from operations. Accordingly, we would be
obligated to attempt to seek non-commercial sources of revenues to support
operations until TCS Systems sales and manufacturing operations would become a
reality. In the event of such a circumstance, there can further be no assurance
that such non-commercial revenue funding would be available at all or on terms
acceptable to management. Except for activities related to the recycled crumb

---

rubber industry, as noted above and in previous filings, we have never
engaged in any other significant business activities.
Liquidity and Capital Resources
As of March 31, 2006, the Company had total assets of $233,297 as compared to
$233,297 at March 31, 2005 reflecting no change, and also no change versus total
assets at June 30, 2005. There were no changes in the value of individual
assets, representing Notes Receivable, Inventory, Property and Equipment and an
Investment, from March 31, 2005 to March 31, 2006 and from June 30, 2005 to
March 31, 2006.
As of March 31, 2006, the Company had total liabilities of $5,533,152 as
compared to $4,891,776 at March 31, 2005, reflecting an increase of $641,376,
and reflecting an increase of $121,677 versus total liabilities as at June 30,
2005, which total amounted to $5,411,475. The increase in total liabilities from
March 31, 2005 to March 31, 2006 is primarily attributable to an increase of
$211,376 in Accounts Payable and Accrued Liabilities, by a decrease of $176,967
in Convertible Notes and by an increase of $606,967 in Convertible Loans. The
increase in total liabilities from June 30, 2005 to March 31, 2006 is primarily
attributable to an increase of $173,957 in Accounts Payable and Accrued
Liabilities and to an increase of $315,000 in Convertible Loans.
Reflecting the foregoing, the financial statements indicate that as at March
31, 2006, the Company had a working capital deficit (current assets minus
current liabilities) of $2,511,275 compared to a working capital deficit of
$2,299,899 as at March 31, 2005, reflecting an increase of $211,376. The working
capital deficit of $2,511,275 as at March 31, 2006 compares to a working capital
deficit of $2,337,318 as at June 30, 2005, reflecting an increase of $173,957.
The financial statements which are included in this report reflect total
operations and other expenses of $418,436 for the nine month period ended March
31, 2006 versus $413,728 for the comparative nine month period ended March 31,
2005, reflecting an increase of $4,708. 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 March 31, 2006, the
Company has incurred a cumulative net loss of $30,506,484. 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 revenue from it.
PART II: OTHER INFORMATION
Item 1:
Item 1 - Legal Proceedings
We are presently a party in the
following legal proceedings, the status of which has not changed since the
Company filed its Quarterly Report on Form 10-QSB for the second quarter of
Fiscal 2006.
IM(2) Merchandising and Manufacturing, Inc and David B. Sinclair v. The Tirex
Corporation, Tirex Corporation Canada, Inc., et al.
Lefebvre Freres Limited v. The Tirex Corporation
Tri-Steel Industries Inc. v. The Tirex Corporation

No director, officer, or affiliate
of the Company, or any associate of any of them, is a party to or has a material
interest in any proceeding adverse to us.
Item 2: - Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 - Defaults Upon Senior Securities

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

During the three-month period ended March 31, 2006, there were no submissions
of matters to a vote of Security Holders.
Item 5 - Other Information

There have been no material changes in the way in which shareholders may
nominate directors.
As reported on Form 8-K, April 4, 2006, former Tirex Director, Mr. Louis A.
Sanzaro, passed away.

---

Item 6 - Exhibits and Reports on Form 8-K

Exhibits
Exhibit 31.1 Certification of Form 10-Q filing by the Chief Executive Officer

Exhibit 31.2 Certification of Form 10-Q filing by the Chief Financial Officer

Exhibit 32.1 Certification Pursuant to the Sarbanes-Oxley Act by the Chief
Executive Officer 
Exhibit 32.2 Certification Pursuant to the Sarbanes-Oxley Act by the Chief
Financial Officer
Three 8-K's were filed during this period:
February 15, 2006 Re: Notice of registered accountant status.
March 6, 2006 Re: Letter from registered accountant Pinkham and Pinkham.
April 4, 2006, former Tirex Director, Mr. Louis A. Sanzaro, passed away.



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SIGNATURES

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

|                  |                                            | THE TIREX CORPORATION   
|----------------- | ------------------------------------------ | ------------------------
|                  |                                            |                         
|                  |                                            |                         
|Date: May 9, 2006 | By                                         | /s/ John L. Threshie,jr.
|                  | John L. Threshie,
    Jr. President       
|                  |                                            |                         
|                  |                                            |                         
|Date: May 9, 2006 | By                                         | /s/ Michael Ash         
|                  | Michael Ash,
    Treasurer and            
|                  | Chief Accounting
    and Financial Officer



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