UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

x      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2008.

o      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
(Exact Name of Small Business Issuer as Specified in Its Charter)

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

1771 Post Road East
Westport CT USA 06880
(Mailing Address)

(203) 292-6922
(Issuer’s telephone number, including area code)

PO Box 1000 Stratford, CT, USA
06614-9991
(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 o


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding for each of the issuer’s classes of common equity, as of February 4, 2009: 887,172,007 common shares plus 5,000,000 convertible preferred shares

Transitional Small Business Disclosure Format (check one):

Yes o              No x

The primary purpose of this amended Report 10-Q is to replace the unreviewed financial statements included with the original filings with reviewed financial statements, these statements having now been reviewed by Moore & Associates. There have been no other material changes.


The Tirex Corporation
(A Development Stage Company)
 

TABLE OF CONTENTS

  Page

PART I - FINANCIAL INFORMATION

 

   
Item 1 - Financial Statements (Unaudited)

1

The Tirex Corporation and Subsidiaries Consolidated Balance Sheet as of December 31, 2008

3

Consolidated Statements of Operations for the three and six month periods ended December 31, 2008 and 2007

4

Consolidated Statements of Cash Flows for the six month period ended December 31, 2008 and 2007

5

Notes to Financial Statements (Unaudited)

7

 

 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3 - Qualitative and Quantitative Disclosure About Market Risk

20

   
Item 4T - Controls and Procedures  

PART II B OTHER INFORMATION

 

Item 1 - Legal Proceedings

21

Item 1A. - Risk Factors
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3 - Defaults Upon Senior Securities

22

Item 4 - Submission of Matters to a Vote of Security Holders

22

Item 5 - Other Information

22

Item 6 - Exhibits and Reports on Form 8-K

22

These 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 December 31, 2008 and the results of its operations and changes in its cash position for the six period ended December 31, 2008 and 2007 and for the period from inception (July 15, 1987). These statements have been reviewed by our independent accountants.


Item 1 - Financial Statements (Unaudited)

THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

 

1


MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
       
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
The Tirex Corporation
(A Development Stage Company)

We have reviewed the accompanying consolidated balance sheet of The Tirex Corporation as of December 31, 2008, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the three-month and six-month periods ended December 31, 2008 and 2007. These interim financial statements are the responsibility of the Corporation’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists of principally applying analytical procedures and making inquiries of persons responsible for the financials and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of The Tirex Corporation as of June 30, 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated October 21, 2008, we expressed an unqualified opinion with a going concern paragraph on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 2008 is fairly stated, in all material respects, in relations to the consolidated balance sheet from which it has been derived.
 

/s/ Moore & Associates, Chartered             
Moore & Associates, Chartered
Las Vegas, Nevada
August 3, 2009


6490 WEST DESERT INN RD, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501

2


THE TIREX CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

  December 31, June 30,
  2008 2008
  (Unaudited) (Audited)
     
ASSETS
Current Assets            

 Cash and cash equivalents

$  - $  -

 Accounts receivable

  -     -  

 Notes receivable

- -

 Inventory

  -     -  

 Research and Experimental Development tax credits receivable

- -
Total Current Assets   -     -  
     
Property and equipment   25,000     25,000  
     
Other assets            

 Patents

1 1

 Investment, at cost

  -     -  
Total Other Assets 1 1
             
     
Total Assets $  25,001   $  25,001  
     
             
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
             
Current Liabilities    

 Accounts payable and accrued liabilties

$  1,319,605   $  1,478,922  

 Current portion of long-term debt

- -
Total Current Liabilities   1,319,605     1,478,922  
     
Other liabilities            

 Long-term deposits and convertible notes

127,500 306,000

 Government loans (net of current)

  -     -  

 Capital lease obligations (net of current)

- -

 Convertible notes

  389,294     399,389  

 Convertible notes

185,556 185,556

 Convertible loans

  2,415,560     2,756,216  
Total Other Liabilities 3,117,910 3,647,161
             
Total Liabilities 4,437,515 5,126,083
             
Stockholders' Equity (Deficit)    
 Preferred stock, $.005 par value, authorized            

 3,000,000 Series A shares, issued and outstanding

           

 3,000,000 Series A shares (June 30, 2008 - 3,000,000 shares)

  15,000     15,000  
 Common stock, $.001 par value, authorized            

 1,000,000,000 shares, issued and outstanding

           

 766,097,007 shares (June 30, 2008 - 291,995,892 shares)

  766,097     291,996  
 Additional paid-in capital   25,611,047     25,255,619  
 Deficit accumulated during the development stage   (30,368,013 )   (30,058,456 )
 Unrealized gain (loss) on foreign exchange   (436,645 )   (605,240 )
    (4,412,514 )   (5,101,082 )
             
Total Liabilities and Stockholders' Equity (Deficit) $  25,001     25,001  
             
             
The accompanying notes are an integral part of these consolidated financial statements.

3


THE TIREX CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
 

  Three months ended   Six months ended   Cumulative from  
  December 31   December 31   March 26, 1993 to  
  2008   2007   2008   2007   December 31, 2008  
Revenues $  -   $  -   $  -   $  -   $  1,354,088  
Cost of Sales   -     -     -     -     1,031,075  
                               
Gross profit   -     -     -     -     323,013  
Operations                              

General and administrative

  135,889     97,378     286,159     194,328     14,148,006  

Depreciation and amortization

  -     -     -     -     365,545  

Research and development

  -     -     -     -     15,396,966  
Total Expense   135,889     97,378     286,159     194,328     29,910,517  
Income (loss) before other expenses   (135,889 )   (97,378 )   (286,159 )   (194,328 )   (29,587,504 )
Other expenses (income)                              

Interest expense

  11,698     11,699     23,397     23,397     1,062,570  

Interest income

  -     -     -     -     (45,443 )

Income from stock options

  -     -     -     -     (10,855 )

Gain from extinguishment of debt

  -     -     -     -     (1,047,921 )

Loss on disposal of equipment

  -     -     -     -     4,549  
Total Other expenses (income)   11,698     11,699     23,397     23,397     -37,100  
Provision for income taxes   -     -     -     -     -  
Net income (loss)   (147,587 )   (109,077 )   (309,556 )   (217,725 )   (29,550,404 )
Other comprehensive loss                              

Loss (gain) on foreign exchange

  -     -     -     -     106,137  
                               
Net income (loss) and comprehensive loss $  (147,587 ) $  (109,077 ) $  (309,556 ) $  (217,725 ) $  (29,656,541 )
Basic and Diluted net loss and comprehensive loss per common share                          
  $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )      
Weighted average shares of common stock outstanding                              
    411,495,352     249,895,892     411,495,352     249,895,892        
                               
The accompanying notes are an integral part of these consolidated financial statements.

4


THE TIREX CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                   
    Six months ended     Cumulative from  
    December 31     March 26, 1993 to  
    2008     2007     December 31, 2008  
                   
Operating activities:                  
                   
       Net income (loss) $  (309,556 ) $  (217,725 ) $  (29,656,541 )
                   
       Adjustments to reconcile net loss to net cash                  
           used in operating activities:                  
       Depreciation and amortization   -     -     389,304  
       (Gain) loss on disposal and abandonment of assets   -     -     2,005,498  
       Stock issued in exchange for interest   -     -     169,142  
       Stock issued in exchange for services and expenses   -     -     10,574,972  
       Stock options issued in exchange for services   -     -     3,083,390  
       Unrealized (loss) gain on foreign exchange   168,595     (154,030 )   (436,645 )
       Other non-cash items   300,278     167,500     1,215,192  
                   
Changes 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   (221,817 )   141,755     1,795,649  
       Accrued salaries   62,500     62,500     885,652  
       Due to stockholders   -     -     5,000  
                   
Net cash used in operating activities   -     -     (10,052,866 )
                   
Investing activities:                  
       Increase in notes receivable   -     -     (259,358 )
       Reduction in notes receivable   -     -     237,652  
       Investment   -     -     (89,500 )
       Equipment   -     -     (321,567 )
       Equipment assembly costs   -     -     (1,999,801 )
       Organization cost   -     -     6,700  
       Reduction in security deposit   -     -     (1,542 )
                   
Net cash used in investing activities   -     -     (2,427,416 )
                   
Financing activities:                  
       Loans from related parties               4,354,835  
       Deferred financing costs   -     -     180,557  
       Proceeds from deposits   -     -     143,500  
       Payments on notes payable   -     -     (409,939 )
       Proceeds from convertible notes   -     -     754,999  
       Proceeds from notes payable   -     -     524,639  
       Payments on lease obligations   -     -     (86,380 )
       Proceeds from issuance of convertible subordinated debentures   -     -     1,035,000  
       Proceeds from loan payable   -     -     591,619  
       Payments on loan payable   -     -     (488,439 )
       Proceeds from issuance of stock options   -     -     20,000  
       Proceeds from grants   -     -     3,628,277  
       Proceeds from issuance of common stock   -     -     85,582  
       Proceeds from additional paid-in capital   -     -     2,145,775  
                   
Net cash provided by financing activities   -     -     12,480,025  
                   
Net (decrease) increase in cash and cash equivalents   -     -     (257 )
                   
Cash and cash equivalents - beginning of period   -     -     257  
                   
Cash and cash equivalents - end of period $  -   $  -   $  -  
                   
                   
The accompanying notes are an integral of these consolidated financial

5



THE TIREX CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
                   
    Six months ended     Cumulative from  
    December 31     March 26, 1993 to  
    2008     2007     December 31, 2008  
Supplemental Disclosure of Non-Cash Activities:                  
       During the six month period ended December 31, 2008, the Company issued              
       474,101,115 common shares in exchange for services performed and in              
       recognition of the payment of debt.                  
Supplemental Disclosure of Cash Flow Information:              
                   Interest paid $  -   $  -   $  232,748  
                   Income taxes paid $  -   $  -   $  -  
                   
The accompanying notes are an integral part of these consolidated financial statements.

6


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 1

SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS

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

REORGANIZATION

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

CHANGE OF NAME

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

DEVELOPMENT STAGE

At December 31, 2008, the Company is still in the development stage. The operations consist mainly of raising capital, obtaining financing, developing equipment, obtaining customers and supplies, installing and testing equipment and administrative activities.

BASIS OF CONSOLIDATION

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

7


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

PROPERTY AND EQUIPMENT

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

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

ESTIMATES

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

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

A net loss was reported for the years ended June 30, 2008 and June 30, 2007, and accordingly, in those years, the denominator for the Basic EPS calculation was equal to the weighted average of outstanding shares with no consideration for outstanding options and warrants to purchase shares of the Company's common stock because to do so would have been anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of the Company's financial instruments, which principally include cash, note receivable, accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments.

The fair values of the Company's debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company's borrowing rate. At December 31, 2008 and June 30, 2008, respectively, the carrying value of all financial instruments was not materially different from fair value.

FOREIGN CURRENCY TRANSLATION

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

REVENUE RECOGNITION

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

8


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 2

GOING CONCERN

As reported in the accompanying financial statements, the Company incurred a net loss of $498,322 for the year ended June 30, 2008 and a net loss of $309,556 for the six month period ended December 31, 2008.

In March 1993, the Company had begun its developmental stage with a new business plan. As of March 2000, the Company had developed a production quality prototype of its patented system for the disintegration of scrap tires, but nonetheless continued its research and development efforts to improve the machine's performance and to permit greater flexibility in design for specific customer applications. Due to the Company’s lack of working capital during the year ended June 30, 2002, all rubber crumb production was suspended and research and development efforts have been hampered. Pending receipt of funding from operations, government assistance, loans or equity financing, crumb rubber production and previous research and development efforts will not be resumed. While the Company has engaged the process of marketing the TCS System to numerous potential clients since the beginning of the fiscal year commencing July 1, 2000, as of December 31, 2008, the Company had not yet consummated an unconditional purchase order for a TCS System.

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

Note 3

PROPERTY AND EQUIPMENT

As at December 31, 2008, plant and equipment consisted of the following:

Furniture, fixtures and equipment $ 149,516
Manufacturing equipment  

62,400

Subtotal   211,916
     
Less: Accumulated depreciation and amortization   186,916
     
Total (the amount remaining is the salvage value) $ 25,000

A valuation write-down charged to operations for the year ended June 30, 2008 was zero. Depreciation and amortization expense charged to operations for the year ended June 30, 2008 was zero. Depreciation and amortization expense charged to operations for the six month period ended December 31, 2008 was zero.

Note 4

PATENTS

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

9


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 5

CAPITAL LEASE OBLIGATIONS

The Company leased certain manufacturing equipment under agreements classified as capital leases. The cost and the accumulated amortization for such equipment as of December 31, 2008 and June 30, 2008 was $62,400 and $62,400, respectively. The Company is in arrears on payment of these leases but default has not been declared. The lease expired on June 30, 2004.

Note 6

CONVERTIBLE SUBORDINATED DEBENTURES

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

Note 7

CONVERTIBLE NOTES

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

Balance at December 31, 2008 $389,294
   
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 plus interest.
   
Conversion ratio Lower of (i) – 80% of the average of the three lowest closing bid prices for the thirty trading days prior to the issue date, which equals $.073, or (ii) – 80% of the average of the three lowest closing bid prices for the sixty trading days prior to the conversion date.
   
Common stock warrants The Convertible Notes carried an option to purchase Common stock warrants at the rate of one Warrant for each $1.25 of purchase price. The exercise price on the first tranche of $ 750,000 is $ .077 per share.

Certain current and previous Directors and Officers of the Company have pledged approximately 12,000,000 of their personal shares of Common Stock of the Company as security for the Convertible Notes until such time as the Company would successfully file with the Securities and Exchange Commission a Registration Statement on Form SB-2, to register common stock and warrants issuable upon the conversion of the notes, no later than 150 days after the issue date of the Convertible Notes. This deadline was not met and, as such, the investors served a notice of default to the Company on July 19, 2001. The Registration Statement was never declared effective by the Securities and Exchange Commission and was eventually withdrawn. Thus, the Convertible Notes cannot be converted to Common Stock nor may the Common Stock warrants be exercised. On April 24, 2002 the Company entered into a Settlement Agreement with the Note holders. The Company was forced to default on this Settlement Agreement. Accordingly, the terms of the Convertible Notes have become effective once again. 8,371,597 collateral common shares provided to the investors were the property of former Tirex Director, Louis A, Sanzaro, (now deceased). The shares due to the estate of Louis A. Sanzaro were issued during the quarter ended September 30, 2008 to a family member. The collateral shares provided by Louis V. Muro, 1,723,514 common shares, were replaced during the quarter ended September 30, 2008. The collateral shares provided by John L. Threshie Jr., 1,891,204 shares, were replaced during the quarter ended December 31, 2008.

10


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 8

CONVERTIBLE NOTES

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

Balance at December 31, 2008 $ 185,556
   
Interest rate 8%
   
Issue date July 19 th , 2000
   
Maturity date January 19 th , 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 19 th , 2001, at 20% discount to market between July 19 th , 2001 and January 19 th , 2002 or at 25% to market if held to maturity, to a maximum of not more than 2,500,000 shares.

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

    Fiscal year   Fiscal year   Fiscal year   Fiscal year   Fiscal year   Fiscal year
    2006 & 2007   2008 Q-1   2008 Q-2   2008 Q-3   2008 Q-4   2009 Q-1
Dollars received $ 114,700 $ 10,700 $ 19,400 $ 22,000 $ 25,000 $ 12,000
Shares   26,040,000   3,840,000   5,460,000   5,400,000   7,000,000   2,400,000

Of the above shares, most were issued, unrestricted, during the six month period ended December 31, 2008. The remaining shares will be issued progressively during the remainder of Fiscal year 2009.

11


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 9

RELATED PARTY TRANSACTIONS

Convertible loans include amounts primarily due to Directors, Officers and employees. Historically, such amounts due have been repaid through the issuance of stock. At December 31, 2008 and June 30, 2008, the balances owing to Directors and Officers was $2,146,494 and $2,609,429, respectively. These amounts are without interest or terms of repayment.

Long-term deposits and notes at June 30, 2008 included an amount of $118,500 which was payable to Ocean Tire Recycling & Processing Co., Inc., a company previously owned by a former Director of the Company, Louis A. Sanzaro, (deceased) approximately 30 months ago. The Company negotiated a Settlement Agreement with the family of Louis A. Sanzaro with respect to the note representing $118,500, lease obligations and other expenses paid by Mr. Sanzaro, under which the Company would issue a total of 50,000,000 shares. 35,500,000 million shares were issued during the quarter ended September 30, 2008. There thus remains 14,500,000 million shares to be issued. As part of the share issuance during the quarter ended September 30, 2008, the note of 118,500 has been eliminated. The balance owing as part of the Settlement Agreement, at December 31, 2008, is included in Convertible Loans.

Note 10

COMMON STOCK

During the year ended June 30, 2008, the Company issued 42,100,000 common shares for services performed and in partial payment of a Settlement Agreement under Securities Act Regulation 10(a)3. During the six month period ended December 31, 2008, the Company issued 474,101,115 common shares for services performed and in partial payment of a Settlement Agreement under Securities Act Regulation 10(a)3.

During the year ended June 30, 2004, an Officer of the Company exercised stock options pursuant to a services agreement. The exercise of these stock options entitled the Officer to 1,500,000 common shares of the Company on a cash-less basis. These shares were issued during the first quarter of Fiscal year 2009.

As at December 31, 2008, the Company had 766,097,007 Common shares issued and outstanding, versus its authorization of 1,000,000,000 shares.

Note 11

PREFERRED STOCK

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

During the fourth quarter of Fiscal 2009, the Company’s Board of Directors approved an amended Certificate of Designation with respect to the authorization and issuance of up to a cumulative total of 15,000,000 Series A Preferred shares, an increase from the 3,000,000 shares of Series A Preferred stock that were originally authorized to be issued in the Certificate of Designation of Series A Preferred stock passed by the Board of Directors on May 12, 2008 and subsequently modified to 5,000,000 shares. No cash dividends shall be paid with respect to the shares of Series A Preferred stock. The Series A Preferred stock shall give its holders the right to 100 votes per share on any matter properly before the shareholders for a vote. The voting rights of the Series A Preferred stock shall be subject to all splits and each share will be convertible into 5 shares of Common stock upon the earlier of: (i) the holders’ election or (ii) January 8, 2009, or such later date as the directors might determine. The holders of all shares of Series A Preferred stock shall not be subject to any non-cash distributions to holders of shares of Common stock, including without limitation, stock dividends, stock splits and securities issued in a recapitalization. In the event of liquidation or winding up of the Corporation, the holders of the Series A Preferred stock will be entitled to receive, prior and in preference to the holders of the Common stock, an amount up to but not greater than the original purchase price per share of Series A Preferred stock, notwithstanding the par value of the Series A Preferred stock. These fifteen million total Series A Preferred Shares were issued to three Directors and Officers.

12


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 12

COMMITMENTS

Rental expense for the year ended June 30, 2008 amounted to zero. Rental expense for the six month period ended December 31, 2008 amounted to zero.

At December 31, 2008, the Company was in arrears of rent, including interest and related charges, in the approximate amount of $560,000 related to its former occupation of premises in Montreal up to the end of Fiscal year 2003. A settlement agreement with the former landlord is in place under the terms of which the Company would pay to the former landlord the sum of $140,000 from the proceeds to the Company of revenues from each of the first four sales of TCS Systems.

Note 13

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, but has been inactive for approximately eight years.

A Plaintiff instituted an action, a corporation, in August 2001 in a Canadian court claiming approximately US$81,000 (at current foreign exchange rates) 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, but has been inactive for approximately eight years.

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

13


THE TIREX CORPORATION
A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008

Note 15

ACCUMULATED OTHER COMPREHENSIVE INCOME

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

Note 16

SUBSEQUENT EVENTS

Following December 31, the company issued 43 million shares to Sequoia to complete that Settlement agreement, 28,875,000 shares to two other individuals, 14,800,000 restricted shares to complete payment to the private placement investors and 37,550,000 restricted shares to affiliates in recognition of past services.

14


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 and six month periods ended December 31, 2008. This discussion also includes events which occurred subsequent to the end of the last quarter and contains both historical and forward-looking statements. When used in this discussion, the words “expect(s)”, “feel(s)”,”believe(s)”, “will”, “may”, “anticipate(s)” “intend(s)” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected.

In March 2000, we announced that our tire recycling technology prototype was ready for replication and commercialization. Our technology has been upgraded and refined since that year 2000 date. The intellectual property owned by Tirex comprises the patented fracturing mill (both US and Canadian patents) which permits the effective separation of the materials components of the tires, and this at a significant cost saving. The intellectual property of our process is recognized in the Manufacturing License Agreement we have with Simpro www.simpro.it . Our patent renewals for both the USA and Canada have both been completed.

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

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

Over the last eighteen months we have developed a relationship with New York based individuals who have expressed their belief in our technology and have represented to us that they would be able to put together US-based TCS projects. These individuals have devoted substantial time to the understanding of our technology and to the structure and key successful factors of the tire recycling industry. While Tirex has no reason to doubt the abilities of these individuals, neither can we assure that they will, in fact, be successful with their efforts to sell TCS systems.

15


During the first quarter of Fiscal 2009 and continuing into January 2009, these individuals have identified an investor group with actual experience in the recycling industry who have expressed substantial interest in the possibility of establishing a TCS facility in Upstate New York. This investor group has purportedly completed its due diligence with respect to our technology and has represented to us that they are at a stage of having opened negotiations with Simpro for the purchase of one or more TCS-2 systems. In the event of failed negotiations, Tirex would have the right to contract with another systems integrator to install a system, given that the contract price would be reasonable. North American suppliers of components have been identified.

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

Despite this important quantity of substantiation of the effectiveness of the TCS technology and the substantial offers of assistance in the development of the business plans for these customers, the conclusion of the first purchase and sales agreement has proven elusive. Our manufacturing partner, Simpro, has succeeded in putting into place a limited performance guarantee with respect to the installations which it would accomplish, and this performance guarantee, backed by a major international insurance company, is offered to potential customers. Even with performance guarantees, conclusion of an agreement has been difficult. At issue is that Tirex is not in a position to simply sell new technology systems into an established industry. Also with Simpro selling its systems in Euros, and considering the appreciation of the Euro versus US Dollar, North American sales have proven very difficult. Most potential customers are confronted with the reality of becoming involved in a recycling industry which has complexities not found in other industrial sectors. To screen inquiries from potential customers and to assist them in their own decision-making process as to whether or not they want to really participate in this industrial sector, Tirex routinely sends out a questionnaire to such persons pertaining to the key success factors of their proposed initiative to ascertain their readiness and capability to become involved in such activities. While negotiations on several fronts have progressed to an advanced stage, as of December 31, 2008, no unconditional contracts had been concluded.

Management attributes the difficulty in concluding a sale primarily to the lack of a long-term track record of the system and to the lack of a demonstration unit to establish the visual confirmation for customers that the technology actually works as represented. While the video of the prototype creates interest, it would appear that, by itself, it cannot replace the visual impact of a functioning fracturing mill. The approximate installed cost of a TCS-2 is 5,500,000 Euros (currently, approximately US$7.07 million using the exchange rate of February 5, 2009…1 Euro = US$1.2856, which is a lot of money for most entrepreneurs or their financial backers for unproven long-term technology, and particularly in the context of global financial and credit difficulties. The project cost is not limited to the acquisition cost of the TCS. Depending somewhat on the location, we consider that the entrepreneur is facing a total investment cost of approximately US$8 million to US$9 million, taking into account pre-production and early production losses, local infrastructure costs, freight an in-transit insurance, local labor, permits, and a reasonable allocation for working capital to support early operations. There could also be import duties on equipment imported from Europe.

16


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

As noted, these opportunities may not conclude in definitive agreements. Until there is a commercial system in operation, and regardless of Management’s optimism, there can be no assurance that these opportunities will actually result in unconditional sales contracts.

Tirex continues to be listed on the Internet Recycling Exchange, combined with our web site, www.tirex-tcs.com, and Mr. Threshie’s network, it continues to generate interest on a global basis. What appears to be quite clear is the desire to acquire new technologies to replace existing technologies which are either being phased out by evolving government regulations or which are not economically viable in the absence of tire recycling subsidies. Furthermore, government subsidies and focus, as is the case in New York, are towards technologies that can produce higher value added recycled products.

The Agreement with Simpro means that the gross revenues from sales will be recorded on Simpro’s books, not in the books of Tirex, unless Simpro refuses the contract at which time the gross revenues would be recorded by Tirex. The amount remitted back to Tirex will take the form of a royalty and will be accounted for as such. Regardless of the contract structure and the accounting effects which result, generally accepted accounting principles in effect in the USA have the effect that the revenues to Tirex resulting from such transactions will not be recognizable until the systems will have been accepted by the customers. Given the time line required to manufacture, install and have accepted these systems, it is unlikely that any revenues would become recognizable, from the point of view of US Generally Accepted Accounting Principles, during our fiscal year which will end June 30, 2009. While the Company will benefit from the periodic cash inflows resulting from progress payments during the next approximately ten months, the royalty will, in fact, not have been earned until the systems are accepted by the customers.

As a result of this period preceding the commencement of commercial operations, we have had to cover our overhead costs from sources other than from commercial revenues. We expect that some portion of our future overhead costs, which may be significant, will continue to be covered from sources other than commercial revenues. Since March of 2003, our monthly our-of-pocket cash costs have been reduced to inconsequential amounts, and thus our requirement to find financial resources to fund operations is minimal. Our greatest expense, from an accounting standpoint, is for salaries. These salaries have not been paid for over five years, but rather set up as payables and represent by far the greatest proportion of our current liabilities. Our cash flow deficit condition will continue until such time as the Company will start generating revenues from the sale of TCS Systems. Until we can succeed in securing an unconditional sales contract for the sale of one or more systems employing our technology, the company will not be engaging any significant financial commitments and will not be engaging in any significant research and development activities nor increasing employment.

17


Since Fiscal 2006, the expenses of our company were funded by a series of loans made by a significant number of individuals investing modest amounts totaling approximately US$198,000 to September 30, 2008. No additional borrowings were during the last quarter of Calendar 2008. Each investment was made through Tirex President, John L. Threshie Jr., and insofar as Tirex did not have shares to issue at that time, these investors, fully cognizant of our situation, and so documented in writing, accepted that their investment was being made via Mr. Threshie and represented a convertible debt, the conversion of which could occur once Tirex would have shares available for issuance. To December 31, 2008, approximately 48,940,000 shares were involved. All of these shares have been issued. The funds were lent directly to Mr. Threshie rather than to Tirex directly, with Mr. Threshie then paying personally the expenses of Tirex, which expenses were duly recorded in our accounts, offset by a liability to him.

In addition to the above liability for shares, Tirex has been liable for the replacement of 11,986,315 shares which were delivered as collateral by Tirex Directors, Threshie, Muro and Sanzaro (now deceased), and thus the shares due to his estate for the $750,000 of convertible debt contracted for in 2001, which shares were sold by the debt holders. All of the collateral shares have been replaced.

In February of 2001, we concluded a private financing with an investor group. Under the terms of the Agreement, we had the contractual right to require the Investor to purchase up to US$5,000,000 of put notes. We drew down US$750,000 of this amount and used the proceeds of this financing toward legal and consulting fees due, normal operating expenses such as payroll, rent and taxes and the acquisition of equipment for our prototype TCS-1 Plant. In July of 2001, the Company entered into a technical default with respect to the Agreement by not having an SB-2 Registration Statement declared effective by the SEC. After several months of negotiations, the Company entered into a Settlement Agreement with the Investor Group which provided for a cash pay down of the amount owed, including interest and penalties over a period of approximately two years starting with the date the Settlement Agreement was signed, the right of the Investor Group to continue to be able to sell up to 600,000 collateral and Rule 144 shares per month and the issuance of three series of warrants, 500,000 each, exercisable at prices of one cent, five cents and ten cents over a three year period. This Settlement Agreement was announced in April of 2002, and details of the terms of the Agreement are filed as an Exhibit to this Report. The Company, in the absence of having completed its first sales of TCS Systems according to our expectations, was unable to generate the cash flow necessary to pay down the Convertible Note in accordance with the terms of the Settlement Agreement. Thus, the Company once again finds itself in a position of default. Numerous recourses are available to the holders of the Convertible Notes, but to date, these recourses have not been exercised. Such recourses can be exercised at any time and the fact that they have not been exercised so far does not preclude their being exercised now or in the future. The Company has kept the Convertible Note holders apprised of its efforts to sell TCS Systems and thus restart the repayments on the Convertible Notes. The collateral shares provided by the directors, totaling approximately 11,986,000 shares, have been sold by the investors.

Because of the lengthy delay preceding the commencement of commercial operations, we have historically had to cover our overhead costs from sources other than from commercial revenues. We expect that some portion of our future overhead costs, which may be significant, will continue to be covered from sources other than commercial revenues. Since March of 2003, our monthly our-of-pocket cash costs have been reduced to relatively inconsequential amounts, and thus our requirement to find financial resources to fund operations has been minimal. Our greatest expense, from an accounting standpoint, is for salaries. These salaries have not actually been paid for several years, but rather set up as payables. Some of these accrued salaries were translated into convertible promissory notes. Our cash flow deficit condition will continue until such time as the Company will start generating revenues from the sale of TCS Systems. Until we can succeed in securing an unconditional sales contract for the sale of one or more systems employing our technology, the company will not be engaging any significant financial commitments and will not be engaging in any significant research and development activities nor increasing employment.

18


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

Concurrently, the company engaged the services of consultants to assist us in getting our stock listed on the Pink Sheets. The efforts of this consultant and the marketmaker engaged by him were successful in that our stock was officially re-listed on the Pink Sheets on October 24, 2008. We intend that, once the quarterly reports for Fiscal 2009 will have been filed in amended format in conformity with securities regulations, we will apply for a further elevation of our listing to the OTC Bulletin Board. We can offer no guarantees that such an application will be accepted.

Liquidity and Capital Resources

As of December 31, 2008, the Company had total assets of $25,001 as compared to $25,001 at June 30, 2008 reflecting a change of Nil. There were no changes in the value of individual assets, representing Property and Equipment and Patents from June 30, 2008 to December 31, 2008.

As of December 31, 2008, the Company had total liabilities of $4,437,515 as compared to $5,126,083 at June 30, 2008, reflecting a decrease in liabilities of $688,568. Total liabilities at June 30, 2008 had reflected a previous increase of $413,985 over $4,712,098 in total liabilities at June 30, 2007. The decrease in total liabilities from June 30, 2008 to December 31, 2008 is primarily attributable to: (i) a decrease in Accounts Payable and Accrued Liabilities in the amount of $159,317 from $1,478,922 as of June 30, 2008 to $1,319,605 as of December 31, 2008, and (ii) a decrease in Long-Term Deposits and Convertible Notes in the amount of $178,500 from $306,000 as of June 30, 2008 to $127,500 as of December 31, 2008, and (iii) a decrease in Convertible Loans in the amount of $340,656 from $2,756,216 as of June 30, 2008 to $2,415,560 as of December 31, 2008.

19


Reflecting the foregoing, the financial statements indicate that as at December 31, 2008, the Company had a working capital deficit (current assets minus current liabilities) of $1,319,605 and that as at June 30, 2008, the Company had a working capital deficit of $1,478,922, a working capital deficit decrease of $159,317. There were no changes in current assets, as noted above, while there were reductions to current liabilities due to third parties represented by Accounts Payable and Accrued Liabilities.

Results of Operations for the six months ended December 31, 2008 and 2007

The financial statements, which are included in this report, reflect total operations and other expenses of $309,556 for the six month period ended December 31, 2008, which reflects an increase of $91,831 over the six month period ended December 31, 2007 when total operations and other expenses were $217,725. The Company has ceased Research and Development activities thereby resulting in a significant decrease in personnel expenses and other Research and Development expenses compared with prior periods.

The success of the tire recycling manufacturing business and the ability to continue as a going concern will be dependent upon the ability of the Company to obtain adequate financing to commence profitable, commercial manufacturing and sales activities and the TCS Systems’ ability to meet anticipated performance specifications on a continuous, long term commercial basis.

The Company believes that the amounts accrued to date in respect of the shares issued to compensate the executive officers and consultants reflect the fair value of the services rendered, and that the recipients of such shares received such shares at an appropriate and reasonable discount from the then current public market price. The Company believes that the discount is warranted due to the fact that there are often restrictions on the transfer of said shares arising out of the absence of registration, and the uncertainty respecting our ability to continue as a going concern.

From inception (July 15, 1987) through December 31, 2008, the Company has incurred a cumulative net loss of $30,713,897. Approximately $1,057,356 of such cumulative net loss was incurred prior to the inception of the Company’s present business plan, in connection with the Company’s discontinued proposed health care business and was due primarily to the expending of costs associated with the unsuccessful attempt to establish such health care business. The Company never commenced the proposed health care operations and therefore, generated no revenues therefrom.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable

ITEM 4T - CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Chief Executive Officer, who is the Company’s principal executive officer, and its Chief Financial Officer, who is the Company’s principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2008. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information relating to The Tirex Corporation, including its consolidated subsidiaries, required to be included in this report and the other reports that the Company files or submits under the Securities Exchange Act of 1934. During the second quarter of fiscal 2008-09, 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.

20


   
PART II:

OTHER INFORMATION

Item 1 - Legal Proceedings

We are presently a party in the following legal proceedings, the status of which has not changed since the Company filed its Annual Report on Form 10-K for Fiscal 2008.

IM(2) Merchandising and Manufacturing, Inc and David B. Sinclair v. The Tirex Corporation, Tirex Corporation Canada, Inc., et al. These proceedings have been inactive for about eight (8) years.

Lefebvre Frères Limited v. The Tirex Corporation These proceedings have been inactive for about eight (8) years.

Tri-Steel Industries Inc. v. The Tirex Corporation

A Settlement Agreement was reached with Tri-Steel several years ago which would provide for Tirex to pay up to US$140,000 from the proceeds of each of the first four TCS System sales, for a grand total of US$560,000.

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

Following Fiscal 2005, the expenses of our company have been funded by a series of non-interest bearing convertible loans with no specific terms of repayment made by a significant number of individuals investing modest amounts for a grand total of approximately US$196,800 (as of December 2008) these loans being made to Tirex via Tirex President, John L. Threshie Jr. These investors, fully cognizant of the Company’s situation, and so documented in writing, accepted that their investments were being made via Mr. Threshie and represented a convertible debt, the conversion of which would occur once Tirex would have shares available for issuance. These debts were and are convertible at fixed prices rather than as a discount to market.

    Fiscals   Fiscal 2008   Fiscal 2008   Fiscal 2008   Fiscal 2008   Fiscal 2009
    2006-2007   Q-1   Q-2   Q-3   Q-4   Q-1
Dollars received

$

114,700

$

10,700

$

10,400

$

22,000

$

21,000

$

12,000
Shares   26,040,000   3,840,000   5,460,000   5,400,000   6,200,000   2,400,000
                         
Of the above shares, all have been issued.                        
 

21


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, 2008, 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 Number

Description

 

 

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

22


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: August 3, 2009 By /s/ John L. Threshie,jr.                                   
  John L. Threshie, Jr. President
   
   
Date: August 3, 2009 By /s/ Michael Ash                                               
  Michael Ash, Treasurer and
  Chief Accounting and Financial Officer

23


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