---

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, 2005

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

Commission File Number 33-17598-NY

THE TIREX CORPORATION

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


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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding for each of the issuer's classes of
common equity, as of May 10, 2005 :249,895,892shares

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

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The Tirex Corporation (A Development Stage Company)

TABLE OF CONTENTS

|PART I - FINANCIAL INFORMATION                         |     
|------------------------------------------------------ | ----
|                                                       |     
|Item 1 - Financial Statements(Unaudited)               | Page
|                                                       |     
|The Tirex Corporation and Subsidiaries                 |     
|Consolidated Balance Sheets as of                      |     
|March 31, 2005                                         |     
|                                                       |     
|Consolidated Statements of Operations                  |     
|for the three and nine month periods                   |     
|ended March 31, 2005 and 2004                          |     
|                                                       |     
|Consolidated Statements of Cash Flows                  |     
|for the three and nine month periods                   |     
|ended March 31, 2005 and 2004                          |     
|                                                       |     
|Notes to Financial Statements (Unaudited)              |     
|                                                       |     
|Item 2 - Management's Discussion and
    Analysis of   |     
|Financial Condition and Results of Operations          |     
|                                                       |     
|Item 3 - Controls and Procedures                       |     
|                                                       |     
|PART II B OTHER INFORMATION                            |     
|                                                       |     
|Item 1 - Legal Proceedings                             |     
|Item 2 - Changes in Securities and Use of
    Proceeds |     
|Item 3 - Defaults Upon Senior Securities               |     
|Item 4 - Submission of Matters                         |     
|to a Vote of Security Holders                          |     
|Item 5 - Other Information                             |     
|Item 6 - Exhibits and Reports on Form 8-K              |     

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

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2005

|                                                                 |   |              | March 31,   |              | June 30,   
|---------------------------------------------------------------- | - | ------------ | ----------- | ------------ | -----------
|                                                                 |   |              | 2005        |              | 2004       
|                                                                 |   |              |             |              |            
|ASSETS                                                           |   |              |            
|                                                                 |   |              |             |              |            
|Current Assets                                                   |   |              |             |              |            
|Cash and cash equivalents                                        |   | $            | -           | $            | -          
|Accounts receivable                                              |   |              | -           |              | -          
|Notes receivable                                                 |   |              | 20,475      |              | 20,475     
|Inventory                                                        |   |              | 73,322      |              | 73,322     
|Research and
    Experimental Development tax credits receivable |   | -            |             | -           
|                                                                 |   |              | 93,797      |              | 93,797     
|                                                                 |   |              |             |              |            
|Property and equipment,                                          |   |              |             |              |            
|salvage value                                                    |   |              | 50,000      |              | 50,000     
|                                                                 |   |              |             |              |            
|Other assets                                                     |   |              |             |              |            
|Investment, at cost                                              |   |              | 89,501      |              | 89,500     
|                                                                 |   |              | 89,501      |              | 89,500     
|                                                                 |   |              |             |              |            
|                                                                 |   |              |             |              |            
|                                                                 |   | $            | 233,298     | $            | 233,297    
|                                                                 |   |              |             |              |            
|                                                                 |   |              |             |              |            
|LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIT)               |   |             
|                                                                 |   |              |             |              |            
|Current Liabilities                                              |   |              |             |              |            
|Accounts
    payable and accrued liabilties                      | $ | 2,315,605    | $           | 2,089,040   
|Current
    portion of long-term debt                            |   | 78,091       |             | 78,091      
|                                                                 |   |              | 2,393,696   |              | 2,167,131  
|                                                                 |   |              |             |              |            
|Other liabilities                                                |   |              |             |              |            
|Long-term deposits and
    notes                                 |   |              | 217,500     |              | 217,500    
|Government
    loans (net of current)                            |   | -            |             | -           
|Capital lease
    obligations (net of current)                   |   | -            |             | -           
|Convertible notes                                                |   |              | 586,356     |              | 586,356    
|Convertible note                                                 |   |              | 185,556     |              | 185,556    
|Convertible loans                                                |   |              | 1,508,668   |              | 1,171,168  
|                                                                 |   |              | 2,498,080   |              | 2,160,580  
|                                                                 |   |              |             |              |            
|                                                                 |   |              | 4,891,776   |              | 4,327,711  
|Stockholders' Equity (Deficit)                                   |   |              |             |              |            
|Common stock,
    $.001 par value, authorized                    |   |              |             |             
|250,000,000 shares, issued and outstanding                       |   |              |             |             
|249,895,892 shares (June 30, 2003 - 249,895,892 shares)          |   | 249,896      |             | 249,896     
|Additional paid-in capital                                       |   |              | 25,222,219  |              | 25,222,219 
|Deficit
    accumulated during the development stage             |   | (29,579,126) |             | (29,165,398)
|Unrealized
    gain (loss) on foreign exchange                   |   | (551,467)    |             | (401,131)   
|                                                                 |   |              | (4,658,478) |              | (4,094,414)
|                                                                 |   |              |             |              |            
|                                                                 |   |              |             |              |            
|                                                                 |   | $            | 233,298     | $            | 233,297    

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                             |   | Three months
    ended |   | Nine months
    ended | Cumulative from      
|-------------------------------------------- | - | ---------------------- | - | --------------------- | ---------------------
|                                             |   | March 31               |   | March 31              | March 26, 1993
    to
|                                             |   | 2005                   |   | 2004                  |                      
|                                             |   |                        |   |                       |                      
|Revenues                                     | $ | -                      | $ | -                     | $                    
|                                             |   |                        |   |                       |                      
|Cost of Sales                                |   | -                      |   | -                     |                      
|                                             |   |                        |   |                       |                      
|                                             |   |                        |   |                       |                      
|Gross profit                                 |   | -                      |   | -                     |                      
|                                             |   |                        |   |                       |                      
|Operations                                   |   |                        |   |                       |                      
|General and administrative                   |   | 116,705                |   | 124,033               |                      
|Depreciat                                    |   | -                      |   | -                     |                      
|Research and development                     |   | -                      |   | -                     |                      
|                                             |   |                        |   |                       |                      
|Total Expense                                |   | 116,705                |   | 124,033               |                      
|                                             |   |                        |   |                       |                      
|Loss before other expenses (income)          |   | (116,705)              |   | (124,033)             |                      
|                                             |   |                        |   |                       |                      
|Other expenses (income)                      |   |                        |   |                       |                      
|Interest expense                             |   | 8,711                  |   | 14,845                |                      
|Interest income                              |   | -                      |   | -                     |                      
|Income from stock options                    |   | -                      |   | -                     |                      
|Loss on disposal of
    equipment            |   | -                      |   | -                     |                      
|                                             |   |                        |   |                       |                      
|                                             |   | 8,711                  |   | 14,845                |                      
|                                             |   |                        |   |                       |                      
|Net loss                                     |   | (125,416)              |   | (138,878)             |                      
|                                             |   |                        |   |                       |                      
|Other comprehensive loss                     |   |                        |   |                       |                      
|Loss (gain) on foreign
    exchange          |   | -                      |   | -                     |                      
|                                             |   |                        |   |                       |                      
|                                             |   |                        |   |                       |                      
|Net loss and comprehensive loss              | $ | (125,416)              | $ | (138,878)             | $                    
|                                             |   |                        |   |                       |                      
|Basic and Diluted net loss and comprehensive |   |                        |   |                       |                      
|loss per common share                        | $ | (0.00)                 | $ | (0.00)                | $                    
|                                             |   |                        |   |                       |                      
|Weighted average shares of common            |   |                        |   |                       |                      
|stock outstanding                            |   | 249,895,892            |   | 249,895,892           |                      

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                  |   | Three months
    ended |   | Nine months
    ended | Cumulative from      
|----------------------------------------------------------------- | - | ---------------------- | - | --------------------- | ---------------------
|                                                                  |   | March 31               |   | March 31              | March 26, 1993
    to
|                                                                  |   | 2005                   |   | 2004                  |                      
|                                                                  |   |                        |   |                       |                      
|Cash flows from operating activities:                             |   |                        |   |                       |                      
|                                                                  |   |                        |   |                       |                      
|Net loss                                                          | $ | (125,416)              | $ | (138,878)             | $                    
|                                                                  |   |                        |   |                       |                      
|Adjustments to reconcile
    net loss to net cash                 |   |                        |   |                       |                      
|used in
    operating activities:                                 |   |                        |   |                       |                      
|Depreciation and
    amortization                                 |   | -                      |   | -                     |                      
|(Gain) loss on disposal
    and abandonment of assets             |   | -                      |   | -                     |                      
|Stock issued in exchange
    for interest                         |   | -                      |   | -                     |                      
|Stock issued in exchange
    for services and expenses            |   | -                      |   | -                     |                      
|Stock options issued in
    exchange for services                 |   | -                      |   | -                     |                      
|Unrealized (loss) gain on
    foreign exchange                    |   | 10,182                 |   | 15,660                |                      
|Other non-cash items                                              |   | 104,999                |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Changes in assets and liabilities:                                |   |                        |   |                       |                      
|(Increase) decrease in:                                           |   |                        |   |                       |                      
|Account receivable                                                |   | -                      |   | -                     |                      
|Inventory                                                         |   | -                      |   | -                     |                      
|Sales tax receivable                                              |   | -                      |   | 36                    |                      
|Research and
    experimental development tax credits receivable  | - |                        | - |                       | -                    
|Other assets                                                      |   | -                      |   | -                     |                      
|(Decrease) increase in :                                          |   |                        |   |                       |                      
|Accounts payables and
    accrued liabilities                     |   | (39,765)               |   | 33,176                |                      
|Accrued salaries                                                  |   | 50,000                 |   | -                     |                      
|Due to stockholders                                               |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Net cash used in operating activities                             |   | -                      |   | (90,006)              |                      
|                                                                  |   |                        |   |                       |                      
|Cash flow from investing activities:                              |   |                        |   |                       |                      
|Increase in notes
    receivable                                  |   | -                      |   | -                     |                      
|Reduction in notes
    receivable                                 |   | -                      |   | -                     |                      
|Investment                                                        |   | -                      |   | -                     |                      
|Equipment                                                         |   | -                      |   | -                     |                      
|Equipment assembly costs                                          |   | -                      |   | -                     |                      
|Organization cost                                                 |   | -                      |   | -                     |                      
|Reduction in security
    deposit                                 |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Net cash used in investing activities                             |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Cash flow from financing activities:                              |   |                        |   |                       |                      
|Loans from related parties                                        |   |                        |   | 90,006                |                      
|Deferred financing costs                                          |   | -                      |   | -                     |                      
|Proceeds from deposits                                            |   | -                      |   | -                     |                      
|Payments on notes payable                                         |   | -                      |   | -                     |                      
|Proceeds from convertible
    notes                               |   | -                      |   | -                     |                      
|Proceeds from notes
    payable                                   |   | -                      |   | -                     |                      
|Payments on lease
    obligations                                 |   | -                      |   | -                     |                      
|Proceeds from
    issuance of convertible subordinated debentures | - |                        | - |                       | -                    
|Proceeds from loan payable                                        |   | -                      |   | -                     |                      
|Payments on loan payable                                          |   | -                      |   | -                     |                      
|Proceeds from issuance of
    stock options                       |   | -                      |   | -                     |                      
|Proceeds from grants                                              |   | -                      |   | -                     |                      
|Proceeds from issuance of
    common stock                        |   | -                      |   | -                     |                      
|Proceeds from additional
    paid-in capital                      |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Net cash provided by financing activities                         |   | -                      |   | 90,006                |                      
|                                                                  |   |                        |   |                       |                      
|Net (decrease) increase in cash and cash
    equivalents          |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Cash and cash equivalents - beginning of
    period               |   | -                      |   | -                     |                      
|                                                                  |   |                        |   |                       |                      
|Cash and cash equivalents - end of period                         | $ | -                      | $ | -                     | $                    

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                                                      |   | Three months
    ended |   | Nine months
    ended | Cumulative from      
|----------------------------------------------------------------------------------------------------- | - | ---------------------- | - | --------------------- | ---------------------
|                                                                                                      |   | March 31               |   | March 31              | March 26, 1993
    to
|                                                                                                      |   | 2005                   |   | 2004                  |                      
|                                                                                                      |   |                        |   |                       |                      
|Supplemental Disclosure of
    Non-Cash Activities:                                                   |   |                        |   |                       |                      
|During the year ended June 30,
    2004, the Company did not issue common stock in recognotion of the |   |                        |   |                      
|payment of debt. During the nine
    month periods ended March 31, 2005 and March 31, 2004, the       |   |                        |   |                      
|Company did not issue common
    stock in recognition of the payment of debt.                         |   |                        |   |                      
|During the year ended June 30,
    2004, the Company did not issue common stock in exchange           |   |                        |   |                      
|for services performed and
    expenses. During the nine month periods ended March 31, 2005 and       |   |                        |   |                      
|March 31, 2004, the Company did
    not issue common stock in exchange for services performed         |   |                        |   |                      
|and expenses.                                                                                         |   |                        |   |                       |                      
|                                                                                                      |   |                        |   |                       |                      
|Supplemental Disclosure of Cash
    Flow Information:                                                 |   |                        |   |                       |                      
|                                                                                                      |   |                        |   |                       |                      
|Interest paid                                                                                         | $ | -                      | $ | -                     | $                    
|                                                                                                      |   |                        |   |                       |                      
|Income taxes paid                                                                                     | $ | -                      | $ | -                     | $                    

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

Note 1 SUMMARY OF ACCOUNTING POLICIES

CHANGE OF NAME

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

NATURE OF BUSINESS

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

REORGANIZATION

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

DEVELOPMENTAL STAGE

At March 31, 2005, the Company is still in the development
stage. The operations consist mainly of raising capital, obtaining financing,
developing equipment, obtaining customers and supplies, installing and testing
equipment and administrative activities.

BASIS OF CONSOLIDATION

The consolidated financial statements include the
consolidated accounts of The Tirex Corporation, Tirex Canada R&D Inc., The Tirex
Corporation Canada Inc., Tirex Advanced Products Quebec Inc. and Tirex
Acquisition Corp. Tirex Canada R&D Inc. is held 51% by certain shareholders of
the Company. The shares owned by these shareholders are held in escrow by the
Company's attorney and are restricted from transfer thereby allowing for a full
consolidation of this Company. The Tirex Corporation Canada Inc., Tirex Advanced
Products Quebec Inc. and Tirex Acquisition Corp. are 100% held by the Company.
All subsidiary companies except Tirex Canada R&D Inc. are dormant. All
inter-company transactions and accounts have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, all highly liquid debt
instruments purchased with a maturity of three months or less, were deemed to be
cash equivalents.

INVENTORY

The Company values inventory, which consists of finished goods and equipment
held for resale, at the lower of cost (first-in, first-out method) or market.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost less accumulated
depreciation and provisions for write-downs. Depreciation is computed using the
straight-line method over the estimated useful lives of five years. No
depreciation is recorded for equipment written down to salvage value.

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

INVESTMENT

An investment made by the Company, in which the Company owns less than a 20%
interest, is stated at cost value. The cost value approximates the fair market
value of the investment.

ESTIMATES

Preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates.

ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 123

In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation.
SFAS 123 encourages, but does not require, companies to record stock-based
Compensation and other costs paid by the issuance of stock at fair value. The
Company has chosen to account for stock-based compensation, stock issued for
non-employee services and stock issued to obtain assets or in exchange for
liabilities using the fair value method prescribed in SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock.

ADOPTION OF STATEMENT OF ACCOUNTING STANDARD NO. 128

In 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings per Share. SFAS 128 changes the
standards for computing and presenting earnings per share (EPS) and supersedes
Accounting Principles Board Opinion No. 15, Earnings per Share. SFAS 128
replaces the presentation of Primary EPS with a presentation of Basic EPS and
replaces the presentation of Fully Diluted EPS with a presentation of Diluted
EPS. It also requires dual presentation of Basic and Diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the Basic EPS
computation to the numerator and denominator of the Diluted EPS computation.
SFAS 128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. SFAS 128 also requires restatement
of all prior-period EPS data presented.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

As it relates to the Company, the principal differences
between the provisions of SFAS 128 and previous authoritative pronouncements are
the exclusion of common stock equivalents in the determination of Basic Earnings
Per Share and the market price at which common stock equivalents are calculated
in the Determination of Diluted Earnings Per Share.

A Basic Earnings per Share is computed using the weighted
average number of shares of common stock outstanding for the period. Diluted
Earnings per Share is computed using the weighted average number of shares of
common stock and dilutive common equivalent shares related to stock options and
warrants outstanding during the period.

The adoption of SFAS 128 had no effect on previously reported
loss per share amounts for the year ended June 30, 1997. For the years ended
June 30, 2004 and June 30, 2003, 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 March31, 2005 and June 30, 2004,
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 $29.9 million as of March 31, 2005, expiring through 2025.
However, based upon present Internal Revenue Service regulations governing the
utilization of net operating loss carryovers where the corporation has issued
substantial additional stock and there has been a change in control as defined
by the Internal Revenue Service regulations, a substantial portion of this loss
carryover may not be available to the Company.

The Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes, effective July 1993.
SFAS No. 109 requires the establishment of a deferred tax asset for all
deductible temporary differences and operating loss carryforwards. Because of
the uncertainties discussed in Note 2, however, any deferred tax asset
established for utilization of the Company's tax loss carryforwards would
correspondingly require a valuation allowance of the same amount pursuant to
SFAS No. 109. Accordingly, no deferred tax asset is reflected in these financial
statements.

The Company does not currently have research and experimental
development tax credits receivable from the Canadian Federal government and the
Quebec Provincial government as at March 31, 2005.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of non-U.S. subsidiaries that operate
in a local currency environment are translated to U.S. dollars at exchange rates
in effect at the balance sheet date for monetary items and historical rates of
exchange for non-monetary items with the resulting translation adjustment
recorded directly to a separate component of shareholders' equity. Income and
expense accounts

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

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

REVENUE RECOGNITION

Revenue from the sale of TCS Systems will be recognized when
the installed product is accepted by the Customer. All other revenue from other
products will be recognized when shipped to the customer.

Note 2 GOING CONCERN

As reported in the accompanying financial statements, the
Company incurred a net loss of $560,234 for the year ended June 30, 2004 and an
additional net loss for the nine month period ended March 31, 2005 in the amount
of $413,728.

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, 2005, the Company had not yet consummated an
unconditional purchase order for a TCS System.

The Company is dependent on the success of its marketing of
its TCS Systems, and/or raising funds through equity sales, bank or investor
loans, governmental grants or a combination of these, to continue as a going
concern. The Company's uncertainty as to its ability to generate revenue and its
ability to raise sufficient capital, raise substantial doubt about the entity's
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.

Note 3 PROPERTY AND EQUIPMENT

As at March 31, 2005, plant and equipment consisted of the following:

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

Depreciation and amortization expense charged to operations
for the year ended June 30, 2004 was zero. Depreciation and amortization expense
charged to operations for the nine month period ended March 31, 2005 was zero.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

Note 4 GOVERNMENT LOANS

Canada Economic Development

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

|Loan repayable over five years commencing
    June 30, 2000 and ending |         
|---------------------------------------------------------------------- | --------
|June 30, 2004                                                          | $ 34,300
|Loan repayable over five years commencing
    June 30, 2001 and ending |         
|June 30, 2005                                                          | 43,791  
|                                                                       | 78,091  
|Less: Current portion                                                  | 78,091  
|Long-term portion                                                      | $ NIL   
|                                                                       |         
|Principal repayments are as follows:                                   |         
|June 30                                                                | Amount  
|                                                                       |         
|2005                                                                   | $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, 2005 and June 30, 2004 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, 2005 | $586,356                             
|------------------------- | -------------------------------------
|                          |                                      
|Interest rate             | 8%, payable quarterly,
    commencing
|                          | June 30, 2001                        
|                          |                                      
|Issue date                | February 26, 2001                    
|                          |                                      
|Maturity date             | February 26, 2003                    

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THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

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

Certain Directors and Officers of the Company have pledged
approximately 12,000,000 of their personal shares of Common Stock of the Company
as security for the Convertible Notes until such time as the Company files with
the Securities and Exchange Commission a Registration Statement on Form SB-2, to
register common stock and warrants issuable upon the conversion of the notes, no
later than 150 days after the issue date of the Convertible Notes. This deadline
was not met and, as such, the investors served a notice of default to the
Company on July 19, 2001. The Registration Statement was never declared
effective by the Securities and Exchange Commission as of this date, and until
such occurs, the Convertible Notes cannot be converted to Common Stock nor may
the Common Stock warrants be exercised. On April 24, 2002 the Company entered
into a Settlement Agreement with the Note holders. In the event of a default
under the Settlement Agreement, the term of the Convertible Notes would become
effective once again. The Company defaulted on the terms of the Settlement
Agreement.

Note 8 CONVERTIBLE NOTE

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

|Balance at March 31, 2005 | $ 185,556                                           
|------------------------- | ----------------------------------------------------
|                          |                                                     
|Interest rate             | 8%                                                  
|                          |                                                     
|Issue date                | July 19th, 2000                                     
|                          |                                                     
|Maturity date             | January 19th, 2002                                  
|                          |                                                     
|Redemption rights         | If not converted, the holder may require the        
|                          | Company to redeem at any time after maturity        
|                          | for the principal amount plus interest.             
|                          |                                                     
|Conversion ratio          | Not convertible prior to July 19th,
    2001, at 20%
|                          | discount to market between July 19th,
    2001 and  
|                          | January 19th, 2002 or at 25% to
    market if held  
|                          | to maturity, to a maximum of not more than          
|                          | 2,500,000 shares.                                   

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

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, 2005 and June 30, 2004, the balances owing
to Directors and Officers was $1,634,962 and $1,297,462, respectively. These
amounts are without interest or terms of repayment.

Long-term deposits and notes included an amount of $118,500
at March 31, 2005, which is payable to Ocean Tire Recycling & Processing Co.,
Inc., a company owned by a Director of the Company.

Note 10 COMMON STOCK

During the year ended June 30, 2004 and the nine month period
ended March 31, 2005, the Company did not issue any common stock in exchange for
services performed. The dollar amounts assigned to such transactions have been
recorded at the fair value of the services received.

During the year ended June 30, 2004, an Officer of the
Company exercised stock options pursuant to a services agreement. The exercise
of these stock options entitled the Officer to 1,500,000 common shares of the
Company on a cash-less basis. The Company does not have sufficient authorized
and unissued shares available at March 31, 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.

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, 2005, the Company had 249,895,892 Common shares issued and
outstanding, versus its authorization of 250,000,000 shares.

Note 11 CONVERTIBLE DEBT

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

Note 12 GOVERNMENT ASSISTANCE

The Company is eligible for and has made claims for tax
credits related to scientific research and experimental development expenditures
made in Canada. These amounts, under Canadian Federal and Provincial tax law in
conjunction with its annual tax return filings, need not be offset against taxes
otherwise payable to become refundable to the Company at the end of its fiscal
year. As such, during the year ended June 30, 2003, the Company received
approximately $246,970, which was recorded as an increase in stockholders'
equity paid-in capital. During the year ended June 30, 2004 and the nine month
period ended March 31, 2005, the Company did not make any additional claims for
research and development tax credits as no eligible research and development
expenditures were incurred 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 and March 31,
2005.

---



THE TIREX CORPORATION 
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
MARCH 31, 2005

Note 13 COMMITMENTS

Rental expense for the year ended June 30, 2004 amounted to zero. Rental
expense for the nine month period ended March 31, 2005 amounted to zero.

At March 31, 2005, the Company was in arrears of rent with
respect to its former premises on St. Patrick Street in Montreal, including
interest and related charges, in the approximate amount of $560,000. A
settlement agreement with the former landlord is in place under the terms of
which the Company would pay to the former landlord the sum of $140,000 from the
proceeds to the Company of revenues from each of the first four sales of TCS
Systems.

Note 14 LITIGATION

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

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

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

Note 15 ACCUMULATED OTHER COMPREHENSIVE INCOME

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

---



Item 3 - Controls and Procedures

The Company's management, with the participation of its Chief Executive
Officer, who is the Company's principal executive officer, and its Chief
Financial Officer, who is the Company's principal financial officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of March 31, 2005. Based upon that evaluation, the Chief Executive Officer
and the Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective in alerting them in a timely manner to
material information relating to The Tirex Corporation, including its
consolidated subsidiaries, required to be included in this report and the other
reports that the Company files or submits under the Securities Exchange Act of
1934. During the third fiscal quarter of 2005, 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, 2005. This discussion also includes events
which occurred subsequent to the end of the last quarter and contains both
historical and forward-looking statements. When used in this discussion, the
words "expect(s)", "feel(s)","believe(s)", "will", "may", "anticipate(s)" "intend(s)"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected.
Since announcing in March 2000 that our tire recycling technology was ready
for replication and commercialization, we have put into place those elements
which will permit us to effectively sell TCS Systems. The early demonstrations
of the prototype TCS-1 generated substantial interest but no concrete sales. We
then sought and obtained accreditation for our system by Recyc-Québec and showed
this documentation to prospective customers, some of whom had traveled to
Montreal to see the prototype working. While this accreditation probably
provided some measure of assurance to potential customers, it was not adequate
in itself to concretize sales. The systems still did not have a demonstrable
long-term track record, and in the absence of performance guarantees, potential
customers, or their financial backers still did not accept the risks that buying
into a new technology entailed. Therefore, the Company signed its License
Agreement with Simpro S.p.A. of Italy in January of 2003, and thus created the
potential that performance guarantees could be offered. This possibility of a
performance guarantee, backed by major international insurance companies, has
renewed interest in our technology and has led to several very interesting
potential customers. As usual, however, there remains substantial reticence on
the part of either the customers or their financial backers, the effect of which
has been to impose substantial delays in bringing projects to fruition. While
Management remains more confident than ever about the imminence of a first sale,
it remains that, as of March 31, 2005, and even as of the date of this report,
no purchase/sale contracts had been written.
In January 2003, the Company entered into a License Agreement
with Simpro S.p.A. for exclusive manufacturing rights and for non-exclusive
marketing rights with respect to TCS Systems. To date, Simpro has not sold any
systems.
The installed cost of a TCS-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$5.59 million using an approximate exchange rate of
US$1.30 = 1 Euro). For a TCS-2, the comparable cost to the entrepreneur is in
the vicinity of Euros 5,500,000 (approximately US$7.15 million at the same
exchange rate). This represents a substantial investment for an entrepreneur
and, even with performance guarantees available to substitute for the lack of a
significant operating history, entrepreneurs or their financial backers have
heretofore been reticent to accept the risk of purchasing a new technology.
Simpro has been able to obtain insurance backing to support their offer of
limited performance guarantees, and such potential is expected to assist the
marketing effort. Management is of the opinion that, insofar as the systems are
normally priced in Euros, the relative value of the Euro against the US dollar
has had a negative on the sales efforts.
At present, the Company is currently working intensively with entrepreneurs
in Southeast Asia, the UK, Mexico and with a group having the potential to
install systems in both the USA and Canada. Simpro is dealing with potential
customers in Europe, South America and Africa. We and Simpro have been able to
ascertain that these potential customers are bona fide in nature. Regardless,
there can be no guarantee that any of these potential customers will actually
sign an unconditional sales contract.
Subsequent to the second quarter of fiscal 2005, the Company
completed its restructuring of its web site, designed to provide information to
investors and customers alike. This site is now available for viewing at
tirex-tcs.com.

---

The finalizing of the License Agreement with Simpro means that the gross
revenues from these sales will be recorded on Simpro's books, not in the books
of Tirex. The amount remitted back to Tirex will take the form of a royalty and
will be accounted for as such. Even if these sales would have been set up in
such a way as to be recordable on the books of Tirex, generally accepted
accounting principles in effect in the USA would have prevented the Company from
recognizing the revenue as such until the systems would have been accepted by
the customers. Given the time line required to manufacture, install and have
accepted these systems, it is quite impossible that these revenues would become
recognizable during our fiscal year which will end June 30, 2005. By extension,
the same principles would apply to the royalty to be received by Tirex. While
the Company will benefit from the periodic cash inflows resulting from progress
payments during the next approximately ten months, the royalty will, in fact,
not have been earned until the systems are accepted by the customers.
In February of 2001, we concluded a private financing with an investor group.
Under the terms of the Agreement, we had the contractual right to require the
Investor to purchase up to US$5,000,000 of put notes. We drew down US$750,000 of
this amount and used the proceeds of this financing toward legal and consulting
fees due, normal operating expenses such as payroll, rent and taxes and the
acquisition of equipment for our prototype TCS-1 Plant. In July of 2001, the
Company entered into a technical default with respect to the Agreement by not
having an SB-2 Registration Statement declared effective by the SEC. After
several months of negotiations, the Company entered into a Settlement Agreement
with the Investor Group which provided for a cash paydown of the amount owed,
including interest and penalties over a period of approximately two years
starting with the date the Settlement Agreement was signed, the right of the
Investor Group to continue to be able to sell up to 600,000 collateral and Rule
144 shares per month and the issuance of three series of warrants, 500,000 each,
exercisable at prices of one cent, five cents and ten cents over a three year
period. This Settlement Agreement was announced in April of 2002, and details of
the terms of the Agreement are filed as an Exhibit to this Report. The Company,
in the absence of having completed its first sales of TCS Systems according to
our expectations, was unable to generate the cash flow necessary to pay down the
Convertible Note in accordance with the terms of the Settlement Agreement. Thus,
the Company once again finds itself in a position of default. Numerous recourses
are available to the holders of the Convertible Notes, but to date, these
recourses have not been exercised. Such recourses can be exercised at any time
and the fact that they have not been exercised so far does not preclude their
being exercised now or in the future. The Company has kept the Convertible Note
holders apprised of its efforts to sell TCS Systems and thus restart the
repayments on the Convertible Notes.
Because of the lengthy delay preceding the commencement of commercial
operations, we have historically had to cover our overhead costs from sources
other than from commercial revenues. We expect that some portion of our future
overhead costs, which may be quite significant, will continue to be covered from
sources other than commercial revenues. Until December of 2001, our monthly
operating costs were about US$100,000 per month. With the cessation of
production activities and the scaling back of research and development
expenditures starting in January of 2002, our monthly costs were reduced to
approximately US$35,000 per month. Since March of 2003, our monthly
our-of-pocket cash costs have been reduced to negligeable amounts, and thus our
requirement to find financial resources to fund operations is minimal. Our cash
flow deficit condition will continue until such time as the Company will start
generating revenues from the sale of TCS Systems. Until we can succeed in
securing an unconditional sales contract for the sale of one or more systems
employing our technology, the company

---

will not be engaging any significant financial commitments and will not be
engaging in any significant research and development activities nor increasing
employment.
While we have initiated marketing of TCS Systems and have in place a License
Agreement, as of March 31, 2005, no unconditional sales orders for TCS Systems
had been received and manufacturing of TCS Systems has not been initiated. We
continue to anticipate that we will begin selling or licensing out the sale of
TCS Systems and thus initiating the manufacturing of these systems on a
commercial basis in the near future. Unless and until we successfully develop
and commence TCS System manufacturing and sales operations on a full-scale
commercial level, we will not generate significant revenues from operations.
Accordingly, we would be obligated to attempt to seek 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, 2005, the Company had total assets of $233,297 as compared to
$233,297 at March 31, 2004 reflecting no change, and no change versus total
assets as of the last fiscal year end, June 30, 2004. There were no changes in
individual asset balances between the balances at March 31, 2005 and the
balances at March 31, 2004 and between the balances at March 31, 2005 and the
balances at June 30, 2004.
As of March 31, 2005, the Company had total liabilities of $4,891,776 as
compared to $4,232,688 at March 31, 2004, reflecting an increase of $659,088,
and reflecting an increase of $564,065 versus total liabilities as of the last
fiscal year end, June 30, 2004, which total amounted to $4,327,711. The increase
in total liabilities from March 31, 2004 to March 31, 2005 is primarily
attributable to an increase of $309,707 in Accounts Payable and Accrued
Liabilities, by a decrease of $48,534 in Government Loans, by an increase of
$432,495 in Convertible Loans and by a decrease of $48,534 in the Current
Portion of Long-Term Debt. The increase in total liabilities from June 30, 2004
to March 31, 2005 is primarily attributable to an increase of $226,565 in
Accounts Payable and Accrued Liabilities and to an increase of $337,500 in
Convertible Loans.
Reflecting the foregoing, the financial statements indicate that as at March
31, 2005, the Company had a working capital deficit (current assets minus
current liabilities) of $2,299,899 compared to a working capital deficit of
$2,038,726 as at March 31, 2004, reflecting an increase of $261,173. The working
capital deficit of $2,299,899 as at March 31, 2005 compares to a working capital
deficit of $2,073,334 as at June 30, 2004, reflecting an increase of $226,565.
Operations

The financial statements which are included in this report reflect total
operations and other expenses of $413,728 for the nine month period ended March
31, 2005 versus $446,147 for the comparative nine month period ended March 31,
2004, reflecting a decrease of $32,419. 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.
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 2005.
IM(2) Merchandising and Manufacturing, Inc and David B. Sinclair v. The Tirex
Corporation, Tirex Corporation Canada, Inc., et al.
Lefebvre Freres Limited v. The Tirex Corporation
Tri-Steel Industries Inc. v. The Tirex Corporation

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

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

During the three-month period ended December 31, 2004, there were no
submissions of matters to a vote of Security Holders.
Item 5 - Other Information

There have been no material changes in the way in which shareholders may
nominate directors.

---

Item 6 - Exhibits and Reports on Form 8-K

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

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

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

---

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

|                   |                                            | THE TIREX CORPORATION
|------------------ | ------------------------------------------ | ---------------------
|                   |                                           
|                   |                                           
|Date: May 12, 2005 | By  /s/ John L.
    Threshie,jr.          
|                   | John L. Threshie, Jr. President           
|                   |                                           
|                   |                                           
|Date: May 12, 2005 | By  /s/ Michael Ash                       
|                   | Michael Ash, Treasurer and                
|                   | Chief Accounting and Financial
    Officer

---