UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2006

Commission File Number: 0-20055

Consolidated Envirowaste Industries Inc.

(Translation of registrant’s name into English)

27715 Huntingdon Road, Abbotsford, B.C., Canada V4X 1B6
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

FORM 20-F þ FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES þ NO o

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-1399.

SIGNATURES

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


		CONSOLIDATED ENVIROWASTE
		INDUSTRIES INC.

		(Registrant)

Date May 31, 2006	By	“Douglas R. Halward” (Signature)

		Douglas R. Halward, President

		(Name and Title of the Signing Officer)

The following attached documents are filed under this Form 6-K:


EXHIBIT A:	News Releases dated May 31, 2006

EXHIBIT B:	Unaudited financial statements for the six months ended March 31, 2006 and Management Discussion and Analysis

EXHIBIT A

27715 HUNTINGDON ROAD, ABBOTSFORD, BC V4X 1B6
TELEPHONE: 604-856-6836 FACSIMILE: 604-856-5644

NEWS RELEASE

Consolidated Envirowaste Reports 2006 2^nd Quarter Results

Abbotsford, British Columbia – May 31, 2006

Consolidated Envirowaste Industries Inc. (TSX Venture Exchange-CWD-V) announced today its results for the six months ended March 31, 2006. A complete copy of the Company’s report for the six months is available at www.sedar.com. Excerpts from the unaudited financial statements are as follows:


	Quarters Ended					Six Months Ended
	March 31, 2006		March 31, 2005			March 31, 2006		March 31, 2005

Revenue	$	8,691,667	$	6,653,408		$	16,446,271	$	13,826,989

Income from continuing operations before income taxes	$	1,307,569	$	123,617		$	2,021,380	$	1,155,740

Income (loss) from continuing operations after income taxes	$	745,394	$	(13,538	)	$	1,064,346	$	507,064

Income from discountinued operations	$	—	$	14,198		$	—	$	29,225

Net income for the period	$	745,394	$	660		$	1,064,346	$	536,289

Earnings per share-basic	$	0.07	$	—		$	0.10	$	0.05

Earnings per share-diluted	$	0.07	$	—		$	0.10	$	0.05

Weighted average common shares outstanding		10,364,699		10,250,801			10,364,699		10,305,303

Consolidated Envirowaste Industries Inc. reported second quarter net income of $745,394 or $0.05 per share ($0.05 per share diluted) on revenues of $8,691,667 for the quarter ended March 31, 2006 compared to a net loss from continuing operations of $13,538 or $0.00 per share ($0.00 per share fully-diluted) on $6,653,408 in revenues for the 2^nd quarter of fiscal 2005. Revenue growth of 30% and improved operating margins over the comparable quarter of 2005 produced the Company’s strongest second quarter results in several years.

The Company recorded net income of $1,064,346 or $0.10 per share ($0.10 per share diluted) for the six months ended March 31, 2006. This compares to income from continuing operations of $507,064 or $0.05 per share ($0.05 per share fully diluted) and overall net income of $536,289 or $0.05 per share ($0.05 per share fully diluted) for the same six month period ended March 31, 2005.

While the Canadian operations reflect seasonal demand, the CRR (Florida) unit dominated the overall performance of the Company for the six months ended March 31, 2006 with revenue from storm activity continuing well into the second quarter and very strong private sector demand. The strong second quarter increased revenues by 19% to $16,446,271 for the six months ended March 31, 2006

compared to revenue of 13,826,989 for the six months ended March 31, 2005. The Florida unit is capitalizing on its significant efforts to gain private sector market share and is benefiting from the success of its existing private sector customer base. Fuel costs continued to increase disproportionately to other operating costs, but the Company was able to adjust its pricing to improve overall margins by 13% over the comparable quarter and 3.7% for the comparative six month period over last fiscal year.

Revenues and net earnings were impacted by the continuing weakness in the US dollar reducing revenue gains by $800,000 and net earnings by approximately $0.01 per share.

The Company generated approximately $1,884,000 in cash flows before changes in working capital for the six months ended March 31, 2006. This compared to $1,360,000 generated from operations before changes in working capital for the first six months of the 2005 fiscal year reflecting higher net earnings and an offsetting $160,000 increase in unrealized foreign exchange losses (cumulative currency translation differences) in the comparable six month periods.

Consolidated Envirowaste Industries Inc. is a leading processor of wood and other organic wastes in Western Canada and Florida. The Company markets and supplies biomass boiler fuel for electric generation facilities, charcoal manufacturers and pulp and paper mills in the U.S., bulk landscaping products in both of these regions, and packaged soil products to major Western Canadian retailers.

Forward Looking Statements This report contains statements that are forward looking in nature. Such statements involve known and unknown risks and uncertainties that may cause the actual results of the Company to be materially different from those expressed or implied by those forward looking statements. Such risks include, among others: general economic and business conditions, weather factors, competition and product selling prices, raw material and operating costs, and changes in foreign currency exchange rates.

Consolidated Envirowaste Industries Inc.

“James E. Darby”

James E. Darby
Chairman and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.

27715 HUNTINGDON ROAD, ABBOTSFORD, BC V4X 1B6
TELEPHONE: 604-856-6836 FACSIMILE: 604-856-5644

NEWS RELEASE

Consolidated Envirowaste Corrects Error in News Release dated May 31, 2006 Reporting 2006 2^nd Quarter Results

Abbotsford, British Columbia – May 31, 2006

Consolidated Envirowaste Industries Inc. (TSX Venture Exchange-CWD-V) announced today its results for the six months ended March 31, 2006. The news release announcing the second-quarter results contained a typographical error in the first paragraph following the table on page 1. The reported second quarter net income of $745,394 on revenues of $8,691,667 was correct; however, the net income per share figures immediately following of $0.05 per share ($0.05 per share diluted) should have read $0.07 per share ($0.07 per share diluted).

Consolidated Envirowaste Industries Inc.

“James E. Darby”

James E. Darby
Chairman and Chief Executive Officer

The TSX Venture Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.

EXHIBIT B

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.

Consolidated Financial Statements
(Expressed in Canadian Dollars)
March 31, 2006 and 2005

Index

Consolidated Balance Sheets

Consolidated Statements of Income and Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Notice:
These financial statements have not been reviewed by the Company’s independent auditor.

Prepared by Management

Page 1 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.


Consolidated Balance Sheets					(Expressed in Canadian Dollars)
March 31, 2006 and 2005							(audited)

	March 31			March 31			September 30,
	2006			2005			2005
ASSETS (note 9)
Current
Cash and cash equivalents	$	2,196,063		$	3,182,520		$	1,760,804
Accounts receivable (note 6)		5,758,526			3,677,244			3,557,706
Inventories (notes 2 and 6)		1,189,418			995,174			931,962
Refundable income taxes		—			—			124,942
Future income tax asset		75,852			210,342			75,462
Prepaid expenses and deposits		278,793			343,043			430,187

		9,498,652			8,408,323			6,881,063
Property, plant and equipment (notes 3 and 6)		9,275,837			8,661,541			10,078,661
Assets under capital leases (note 4)		4,864,714			2,218,435			3,309,961
Future income tax asset		6,896			—			6,860
Other assets (note 5)		28,430			31,604			30,017

	$	23,674,529		$	19,319,903		$	20,306,562


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Demand loans (note 6)	$	690,000		$	590,000		$	380,000
Accounts payable and accrued liabilities (note 11)		3,512,797			2,883,765			2,503,649
Income taxes payable		542,010			159,654			—
Deferred revenue		611,831			108,741			501,229
Principal portion of long-term debt due within one year (note 7)		778,418			935,641			1,636,368
Principal portion of capital lease obligations due within one year (note 8)		1,168,599			582,094			817,614
Principal portion of loans due within one year (note 9)		70,180			—			198,389

		7,373,835			5,259,895			6,037,249
Long-term debt (note 7)		1,076,627			1,657,295			1,335,043
Obligations under capital leases (note 8)		3,521,134			1,362,084			2,160,836
Loans payable (note 9)		2,236,260			2,564,388			2,049,436
Future income taxes payable		569,999			669,632			567,073

		14,777,855			11,513,294			12,149,637


Commitments (note 13)
Contingent liabilities (note 14)

SHAREHOLDERS’ EQUITY
Share capital (note 10)		15,488,238			15,488,238			15,488,238
Contributed surplus		16,836			7,013			14,990
Unrealized foreign exchange gain (loss)		(312,857	)		63,329			13,586
Deficit		(6,295,543	)		(7,751,971	)		(7,359,889	)

		8,896,674			7,806,609			8,156,925

	$	23,674,529		$	19,319,903		$	20,306,562

See accompanying notes

On behalf of the Board:


		“signed”				“signed”
		James E. Darby				Douglas R. Halward
		Director				Director

		Prepared by Management

Page 2 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Consolidated Statements of Income and Deficit		(Expressed in Canadian Dollars)
For the six months ended March 31, 2006 and 2005


	3 months		3 months			6 months			6 months
	March 31, 2006		March 31, 2005			March 31, 2006			March 31, 2005
Revenue
Bulk	$	419,660	$	417,260		$	753,256		$	689,006

Packaged products		621,411		545,394			763,361			641,357

Tipping and processing fees		7,650,596		5,690,754			14,929,654			12,496,626

		8,691,667		6,653,408			16,446,271			13,826,989

Cost of sales		5,629,613		5,188,704			11,099,419			9,844,786

Gross margin		3,062,054		1,464,704			5,346,852			3,982,203

Selling and administrative expenses		1,637,256		1,314,290			3,278,613			2,805,839
Interest expense on long-term debt		161,782		130,699			314,580			261,556

Operating income		1,263,016		19,715			1,753,659			914,808

Other income
Interest and sundry		34,460		3,505			66,280			9,772
Gain on disposal of property, plant and equipment		10,093		100,397			201,441			231,160

Income before income tax provision		1,307,569		123,617			2,021,380			1,155,740

Income tax provision		562,175		137,155			957,034			648,676

Income (loss) for the period from continuing operations		745,394		(13,538	)		1,064,346			507,064

Discontinued operations
Income before income taxes		—		23,536			—			48,442
Income tax provision		—		9,338			—			19,217

Income from discontinued operations		—		14,198			—			29,225

Net income for the period	$	745,394	$	660			1,064,346			536,289


Deficit, beginning of year							(7,359,889	)		(8,288,260	)

Deficit, end of period						$	(6,295,543	)	$	(7,751,971	)


Earnings per share for the period
Basic	$	0.07	$	—		$	0.10		$	0.05
Diluted	$	0.07	$	—		$	0.10		$	0.05


Weighted average number of common shares outstanding
Basic		10,364,699		10,250,801			10,364,699			10,305,303
Diluted		10,535,824		10,331,629			10,535,824			10,386,131

See accompanying notes

Prepared by Management

Page 3 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Consolidated Statements of Cash Flows		(Expressed in Canadian Dollars)
For the six months ended March 31, 2006 and 2005


	3 months			3 months			6 months			6 months
	March 31, 2006			March 31, 2005			March 31, 2006			March 31, 2005
Cash flows from (used in) operating activities
Net income for the period	$	745,394		$	660		$	1,064,346		$	536,289
Items not involving cash:
Amortization		770,657			618,734			1,342,988			1,258,589
Gain on disposal of property plant and equipment		(10,093	)		(128,018	)		(201,441	)		(254,075	)
Stock-based compensation		923			1,169			1,846			2,338
Unrealized foreign exchange loss		(122,060	)		(107,149	)		(326,443	)		(163,297	)
Future income taxes		2,709			3,795			2,500			(19,393	)

		1,387,530			389,191			1,883,796			1,360,451
Change in non-cash working capital:
Accounts receivable		(2,874,475	)		(424,350	)		(2,200,820	)		350,349
Inventories		(183,612	)		(177,896	)		(257,456	)		(235,932	)
Refundable Income taxes		568,687			(31,151	)		666,952			230,517
Prepaid expenses and deposits		290,064			693,668			151,394			(59,836	)
Accounts payable and accrued liabilities		885,330			(252,367	)		1,009,148			547,314
Deferred revenue		(366,572	)		(311,136	)		110,602			(671,680	)
Current portion of long-term debt		(800,179	)		16,542			(857,950	)		(617,406	)
Current portion of capital lease obligations		325,476			7,598			350,985			(117,298	)
Current portion of loans payable		(128,209	)		(93,939	)		(128,209	)		(173,939	)

		(895,960	)		(183,840	)		728,442			612,540

Cash flows from (used in) financing activities
Increase (decrease) in demand loans		100,000			(115,000	)		310,000			160,000
Decrease in long-term debt, net		(83,667	)		(221,708	)		(258,416	)		(628,156	)
Increase (decrease) in obligations under capital leases, net		227,864			(139,528	)		1,360,298			(599,650	)
Increase in loans payable		186,824			239,654			186,824			239,654
Issuance of share capital		—			31,725			—			31,725

		431,021			(204,857	)		1,598,706			(796,427	)

Cash flows from (used in) investing activities
Acquisition of property, plant and equipment		(151,744	)		(29,127	)		(197,628	)		(29,127	)
Acquisition of assets under capital leases		(872,650	)		—			(2,613,311	)		—
Proceeds from the sale of property, plant and equipment		10,093			125,733			415,125			126,387
Proceeds from the sale of assets under capital leases		—			2,642			503,925			425,806

		(1,014,301	)		99,248			(1,891,889	)		523,066

Increase in cash and cash equivalents		(1,479,240	)		(289,449	)		435,259			339,179

Cash and cash equivalents, beginning of period		3,675,303			3,471,969			1,760,804			2,843,341

Cash and cash equivalents, end of period	$	2,196,063		$	3,182,520		$	2,196,063		$	3,182,520


Supplementary Information:
Interest paid in cash	$	110,720		$	86,150		$	212,432		$	190,419
Income taxes paid in cash	$	—		$	396,083		$	290,563		$	426,089

See accompanying notes

Prepared by Management

Page 4 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

1.		Significant Accounting Policies

		Basis of Presentation

		These unaudited interim consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, The Answer Garden Products Ltd., and its 72.74% owned subsidiary Bio-Waste Industries Limited, Envirowaste International Inc. (“EII”), a U.S. company, and its U.S. subsidiaries, Consolidated Resource Recovery Inc. — Florida operations (“CRRI”), a Delaware corporation, and Consolidated Resource Recovery Inc. — Georgia operations (“Greencycle”), a Georgia corporation.

		The accompanying interim consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada with respect to the preparation of interim financial statements. Accordingly, they do not include all of the information and disclosures required by Canadian GAAP in the preparation of annual statements. These interim financial statements follow the same accounting policies and methods of application used in the Company’s audited annual consolidated financial statements as at and for the year ended September 30, 2005.

		Comparative figures

		Certain of the prior year’s figures have been reclassified to conform to the presentation adopted in the current year.

2.		Inventories


	March 31,		March 31,		September 30,
	2006		2005		2005(audited)
Raw materials and supplies	$	794,141	$	700,764	$	716,208
Work-in-process		93,423		34,839		84,005
Finished goods		301,854		259,571		131,749

	$	1,189,418	$	995,174	$	931,962

Property, Plant and Equipment


	March 31,						March 31,		September 30,
	2006						2005		2005(audited)
			Accumulated		Net Book		Net Book		Net Book
	Cost		Amortization		Value		Value		Value
Property	$	4,215,030	$	—	$	4,215,030	$	2,378,050	$	4,270,608
Plant		2,725,449		1,076,416		1,649,033		1,896,203		1,826,616
Property improvements		1,576,444		784,795		791,649		895,177		849,118
Equipment		6,081,025		3,877,318		2,203,707		2,931,138		2,627,579
Office equipment		237,321		129,009		108,312		149,825		129,017
Computer equipment		143,685		120,364		23,321		27,211		31,387
Packaging plates and artwork		347,012		324,061		22,951		27,215		29,596
Automotive equipment		904,506		642,672		261,834		356,722		314,740

	$	16,230,472	$	6,954,635	$	9,275,837	$	8,661,541	$	10,078,661

Prepared by Management

Page 5 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

Assets Under Capital Leases


	March 31,						March 31,		September 30,
	2006						2005		2005(audited)
			Accumulated		Net Book		Net Book		Net Book
	Cost		Amortization		Value		Value		Value
Equipment	$	6,548,250	$	2,320,425	$	4,227,825	$	2,218,435	$	2,593,080
Automotive equipment		771,625		134,736		636,889		—		716,881

	$	7,319,875	$	2,455,161	$	4,864,714	$	2,218,435	$	3,309,961

Other Assets


	March 31,		March 31,		September 30,
	2006		2005		2005(audited)
Goodwill, net of accumulated amortization of $51,318	$	21,995	$	21,995	$	21,995
(March 31, 2005 - $51,318; September 30, 2005 - $51,318)

Trademarks, net of accumulated amortization of $25,264		5,696		8,792		7,244
(March 31, 2005 - $22,168; September 30, 2005 - $23,716)

Technology license, net of accumulated amortization of $818		739		817		778
(March 31, 2005 - $740; September 30, 2005 - $779)

	$	28,430	$	31,604	$	30,017

		Goodwill represents the excess of the purchase price paid over the underlying value of the assets at the time of acquisition.

6.		Demand Loans, Secured

		At March 31, 2006, the Company’s subsidiary, The Answer Garden Products Ltd., had authorized credit facilities with the Royal Bank of Canada consisting or a revolving, demand operating loan of $500,000 bearing interest at the Royal Bank prime rate (“RBP”) plus 1.5% per annum, and a peak period revolving demand operating loan of $250,000 bearing interest at RBP plus 2% per annum. The credit facilities are collateralized by a first charge on all property, plant and equipment, assignment of inventories, a registered general assignment of book debts of related companies, and a postponement and assignment of claim provided by two of the Company’s directors (See Note 9). The loans are subject to certain financial covenants including a minimum debt service coverage ratio and a maximum ratio of debt to tangible net worth. The Company was in compliance with these covenants at March 31, 2006 and 2005. At March 31, 2006, borrowings outstanding on the credit facilities were $690,000 (March 31, 2005 — $590,000)

Prepared by Management

Page 6 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

Long Term Debt


	March 31,			March 31,			September 30,
	2006			2005			2005(audited)
Notes bearing interest at rates ranging from 0% to 8.02% per annum and are repayable in up to 60 monthly installments of principal and interest through 2011, collateralized by the related equipment.	$	1,624,327		$	2,013,225		$	1,877,964
Mortgage payable bearing interest at 5.95% per annum and repayable in 35 monthly installments of Cdn $29,496 (US $25,237) including interest.		230,718			579,711			395,797
Promissory note payable bearing interest at the 30-day London Interbank Offered Rate (“LIBOR”) plus 3.5% repayable in full on March 31, 2006. The note was repaid prior to maturity on January 10, 2006.		—			—			697,650

		1,855,045			2,592,936			2,971,411
Less: Principal due within one year		(778,418	)		(935,641	)		(1,636,368	)


Long-term portion	$	1,076,627		$	1,657,295		$	1,335,043

		The mortgage and promissory notes are collateralized by a first charge on the mortgaged property and a first security interest in all the assets of the Company’s subsidiary CRRI supported by guarantees of related companies. The mortgage and certain of the notes contain restrictive covenants, including, among others, a debt service coverage ratio and a debt to worth ratio. The Company was in compliance with or obtained a waiver for all of these covenants as of March 31, 2006 and 2005.

		Principal obligations due within the next five years are as follows:


2007	$	778,418
2008		474,780
2009		399,642
2010		182,864
2011		19,341

	$	1,855,045

		$765,822 (US $655,249) of the current portion , and $ 1,052,359 (US $900,414) of the long-term portion of the long-term debt are repayable in US Funds.

8.		Obligations Under Capital Leases

		Capital lease obligations consist of leases on automotive and mobile equipment, repayable over varying terms from 36 to 60 months at interest rates ranging from 2.3% to 7.79% per annum. Future minimum lease payments are as follows:


2007	$	1,463,683
2008		1,216,630
2009		1,100,634
2010		999,849
2011		687,121
Minimum lease payments		5,467,917
Less: amounts representing interest		778,184

Present value of obligations under capital leases		4,689,733
Less: principal due within one year		1,168,599

	$	3,521,134

$1,136,787 (US $972,652) of the principal due within one year, and $3,447,363 (US $2,949,616) of the long-term portion of capital leases are repayable in US Funds.

Prepared by Management

Page 7 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

9.		Loans Payable

(a)		By loan agreements, and as amended, between the Company and two of its directors and officers, the Company has borrowed a total of $2,306,440 to meet the Company’s working capital requirements. The principal is repayable on demand and bears interest at the Royal Bank of Canada prime rate plus 3.5% per annum, payable monthly. In addition to the collateral listed below, the Company provided one of the directors with a guarantee and postponement of claim supported by a registered charge over the assets of its U.S. subsidiaries and agreed to repay note principal subject to certain conditions (see Commitments-Note 13). At March 31, 2006, $70,180 (March 31, 2005 — $nil) of the $198,389 (March 31, 2005 — $173,939) loan principal to be repaid on or before February 28, 2006 remains outstanding as the director has waived the Company’s requirement to pay the balance by the stipulated date.

(b)		On April 1, 1999, the Company borrowed $300,000 from a shareholder of the Company to meet the Company’s short term working capital requirements. Under the terms of the loan agreement, the principal is repayable on demand and the loan will bear interest at the prime rate of the Royal Bank of Canada plus 3.5% per annum, payable monthly. The company repaid $150,000 of the loan on October 22, 2002, and the remaining $150,000 balance in full on June 8, 2005.

		The loans are collateralized by a charge on the assets of the Company, a guarantee by its subsidiary, The Answer Garden Products Ltd., supported by a charge on its assets, including a mortgage over its Abbotsford, BC property. The loans are subrogated to the Royal Bank of Canada debt (Note 6). While the terms of repayment for the remaining loans are on a demand basis, the lenders will not call for repayment of the debt on or before March 31, 2007.

		The loans are summarized as follows:


	March 31,			March 31,		September 30,
	2006			2005		2005(audited)
Demand loan (a)	$	2,306,440		$	2,414,388	$	2,247,825
Demand loan (b)		—			150,000		—

		2,306,440			2,564,388		2,247,825
Less: current portion due within one year		(70,180	)		—		(198,389	)
Long-term portion	$	2,236,260		$	2,564,388	$	2,049,436

10.

Share Capital

	(a)		Authorized: 100,000,000 common shares without par value.

	(b)		Issued and fully paid:


	March 31, 2006					March 31, 2005					September 30, 2005(audited)
	Number		Stated			Number		Stated			Number		Stated
	of Shares		Capital			of Shares		Capital			of Shares		Capital
Balance, beginning of period		10,364,699	$	16,142,015			10,247,199	$	16,110,290			10,247,199	$	16,110,290
Issued during the period:
Exercise of options for cash		—		—			117,500		31,725			117,500		31,725

		10,364,699		16,142,015			10,364,699		16,142,015			10,364,699		16,142,015
Share issue expenses		—		(653,777	)		—		(653,777	)		—		(653,777	)


Balance, end of period		10,364,699	$	15,488,238			10,364,699	$	15,488,238			10,364,699	$	15,488,238

Prepared by Management

Page 8 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

10.

Share Capital (cont’d)

(c)

The Company has directors’ and employees’ stock options outstanding as follows:


	Number		Exercise Price
	of Shares		per Share		Expiry Date
Directors		402,500	$	0.60	March 14, 2007
Employees *		50,000	$	0.60	November 29, 2006
Employees		124,000	$	0.60	March 14, 2007
Employees **		60,000	$	0.44	July 7, 2009

		636,500


*		This option was extended one year following the employee’s cessation of employment with the Company on November 29, 2005.

**		This option vested as to 20,000 shares each on December 31, 2004 and 2005, and will vest as to 20,000 shares on December 31, 2006

		provided that the employee is employed by the Company on the vesting date.

A summary of the stock option activity for the current period is as follows:


			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at October 1, 2005		636,000	$	0.58
Granted		—
Cancelled		—
Exercised		—

Outstanding at March 31, 2006		636,000	$	0.58

Options outstanding and exercisable at March 31, 2006 are as follows:

Weighted

Average

Exercise

Range of

Remaining

Price on

Exercise

Number

Contractual

Outstanding

Exercisable

Prices

Outstanding

Exercisable

Life (years)

Options

Option

$0.44-$0.60

636,500

616,500

1.20

0.58

0.59

On March 4, 2003, the Company adopted a share option plan subject to the rules and policies of the TSX Venture Exchange. A maximum of 1,995,260 common shares of the Company are issuable under the plan, including the 769,500 options currently outstanding.

The Company did not grant any stock options during the six months ended March 31, 2006. During the 2004 fiscal year, the Company granted 60,000 stock options, having a vesting period over the ensuing three years. The Company recognized $1,846 (March 31, 2005: $2,186) as compensation expense during the six months ended March 31, 2006.

Prepared by Management

Page 9 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

11.		Related Party Transactions

		Included in accounts payable and accrued liabilities at March 31, 2006 were amounts aggregating $488,943 (March 31, 2005 — $351,422; September 30, 2005 — $708,153) payable to directors of the Company for accrued management remuneration, expense reimbursements, directors’ fees and accrued loan interest. In addition to loans, as detailed in Note 9, the Company entered into the following transactions with the directors of the Company:


	March 31,		March 31,		September 30,
	2006		2005		2005(audited)
Management remuneration	$	176,567	$	165,950	$	614,409
Interest and loan fees		106,590		94,217	$	193,129
Directors’ fees		4,000		2,000	$	6,000

	$	287,157	$	262,167	$	813,538

		Management is of the opinion that the terms and conditions of the above noted transactions are consistent with standard business practice and are amounts which have been agreed upon by the transacting parties.

12.		Geographically Segmented Information


For the six months ended March 31, 2006	Canada			United States		Elimination			Consolidated
Revenue
Bulk	$	366,533		$	386,723	$	—		$	753,256
Packaged products		763,361			—					763,361
Tipping and processing fees		45,408			14,884,246					14,929,654
Inter-segment		274,407			—		(274,407	)		—

		1,449,709			15,270,969		(274,407	)		16,446,271


Expenses
Inter-segment		—			274,407		(274,407	)		—
Amortization		95,772			1,247,216					1,342,988
Interest		129,583			189,439					319,022
Other		1,654,369			11,108,512					12,762,881

		1,879,724			12,819,574		(274,407	)		14,424,891

Income (loss) before income taxes		(430,015	)		2,451,395		—			2,021,380
Income taxes		—			957,034		—			957,034

Income (loss) from continuing operations		(430,015	)		1,494,361		—			1,064,346
Income from discontinued operations, net of tax		—			—		—			—

Net income (loss) for the period	$	(430,015	)	$	1,494,361	$	—		$	1,064,346


For the six months ended March 31, 2006	Canada		United States		Consolidated
Assets
Property, plant & equipment and assets under capital leases	$	1,589,120	$	12,551,431	$	14,140,551
Other		1,808,144		7,725,834		9,533,978

	$	3,397,264	$	20,277,265	$	23,674,529


Property, Plant & Equipment and assets acquired under capital lease — Current Expenditures	$	82,834	$	2,728,105	$	2,810,939

Prepared by Management

Page 10 of 13

CONSOLIDATED ENVIROWASTE INDUSTRIES INC.



Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

12.

Geographically Segmented Information (cont’d)


For the six months ended March 31, 2005	Canada			United States		Elimination			Consolidated
Revenue
Bulk	$	204,194		$	484,812	$	—		$	689,006
Packaged products		641,357			—					641,357
Tipping and processing fees		42,722			12,453,904					12,496,626
Inter-segment		294,960			55,943		(350,903	)		—

		1,183,233			12,994,659		(350,903	)		13,826,989


Expenses
Inter-segment		54,438			296,465		(350,903	)		—
Amortization		97,793			1,160,796					1,258,589
Interest		104,795			161,754					266,549
Other		1,405,643			9,740,468					11,146,111

		1,662,669			11,359,483		(350,903	)		12,671,249

Income (loss) before income taxes		(479,436	)		1,635,176		—			1,155,740
Income taxes		—			648,676		—			648,676

Income (loss) from continuing operations		(479,436	)		986,500		—			507,064
Loss from discontinued operations, net of tax		—			29,225		—			29,225

Net income (loss) for the period	$	(479,436	)	$	1,015,725	$	—		$	536,289


For the six months ended March 31, 2005	Canada		United States		Consolidated
Assets
Property, plant & equipment and assets under capital leases	$	1,578,197	$	9,301,779	$	10,879,976
Other		1,576,786		6,863,141		8,439,927

	$	3,154,983	$	16,164,920	$	19,319,903


Property, Plant & Equipment and assets acquired
under capital lease — Current Expenditures	$	—	$	29,127	$	29,127

Prepared by Management

Page 11 of 13


CONSOLIDATED ENVIROWASTE INDUSTRIES INC.

Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

12.

Geographically Segmented Information (continued)


For the year ended September 30, 2005 (audited)	Canada			United States		Elimination			Consolidated
Revenue
Bulk	$	788,563		$	1,058,177	$	—		$	1,846,740
Packaged products		1,887,257			—		—			1,887,257
Tipping and processing fees		132,178			25,184,852		—			25,317,030
Inter-segment		718,364			74,095		(792,459	)		—

		3,526,362			26,317,124		(792,459	)		29,051,027


Expenses
Inter-segment		55,654			736,805		(792,459	)		—
Amortization		197,360			1,963,869		—			2,161,229
Interest		235,643			320,883		—			556,526
Other		3,755,879			20,630,402		—			24,386,281

		4,244,536			23,651,959		(792,459	)		27,104,036

Income (loss) before income taxes		(718,174	)		2,665,165		—			1,946,991
Income taxes		—			1,042,619		—			1,042,619

Income (loss) from continuing operations		(718,174	)		1,622,546		—			904,372
Income from discontinued operations, net of tax		—			23,999		—			23,999

Net income (loss) for the year	$	(718,174	)	$	1,646,545	$	—		$	928,371


For the year ended September 30, 2005 (audited)	Canada		United States		Consolidated
Assets
Property, plant & equipment and assets under capital leases	$	1,600,473	$	11,788,149	$	13,388,622
Other		919,852		5,998,088		6,917,940

	$	2,520,325	$	17,786,237	$	20,306,562


Property, plant & equipment and assets acquired under capital lease — current expenditures	$	120,256	$	3,708,708	$	3,828,964

13.		Commitments

		CRRI has entered into an employment agreement with a certain member of management for an indefinite period. This agreement provides for a total monthly salary of approximately Cdn $11,688 (US$ 10,000) and participation in a bonus pool based on pre-tax net profit, as defined. The salary base increases at the discretion of the Company.

		The Company has entered into operating leases for certain machinery and equipment. Rental expense under these leases was approximately Cdn $1,032,887 (including US $824,069) for the six months ended March 31, 2006. Minimum future rental payments under these leases are as follows:


2007	$	2,003,503
2008		1,599,630
2009		470,325
2010		2,717
2011		—

	$	4,076,175

Pursuant to an agreement with one of its directors (see Note 9), the Company has committed to make principal repayments on his loan on or before February 28th of the year following, equivalent to 10% of its annual consolidated pre-tax profit, subject to certain restrictions.

Prepared by Management

Page 12 of 13


CONSOLIDATED ENVIROWASTE INDUSTRIES INC.

Notes to Consolidated Financial Statements		(Expressed in Canadian Dollars)
March 31, 2006 and 2005

14.		Contingent Liabilities

		The Company has an irrevocable $10,000 letter of credit issued as a performance guarantee to one of its customers under the terms of a green waste processing contract.

15.		Financial Instruments

		Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

		The carrying value of cash, accounts receivable, prepaid expenses and deposits, bank indebtedness, demand loans, and accounts payable and accrued liabilities approximate their fair value because of the short-term nature of those instruments.

16.		Subsequent Event

		The Company’s subsidiary, The Answer Garden Products Ltd. has committed to purchase equipment, net of trade, for $185,000 which the Company expects to finance through commercial leasing sources.

Prepared by Management

Page 13 of 13

Consolidated Envirowaste Industries Inc.

AMENDED MANAGEMENT DISCUSSION AND ANALYSIS
Dated as of May 31, 2006

Second Quarter 2006, For the Six Months Ended March 31, 2006

Background

Consolidated Envirowaste Industries Inc. (the “Company”) is a leading processor of wood and other organic wastes in Western Canada and Florida. Directly and indirectly through its subsidiaries, the Company markets and supplies biomass boiler fuel for electric generation facilities, charcoal manufacturers, and pulp and paper mills in the US as well as bulk landscaping products in each of these regions, and packaged soil products to major Western Canadian retailers. The Company’s Canadian Operations are comprised of itself and a wholly-owned subsidiary, The Answer Garden Products Ltd. (“Answer”) both of Abbotsford, British Columbia and a division-Red River Soils (“Red River”) based in Winnipeg, Manitoba. The Company’s US Operations are controlled by a wholly-owned subsidiary, Envirowaste International Inc. (“EII”), which in turn controls two wholly-owned subsidiaries-Consolidated Resource Recovery Inc. (“CRR (Florida)”) based in Sarasota, Florida, and Consolidated Resource Recovery Inc. (“CRR (Georgia)”), based in Atlanta, Georgia (now inactive).

This Management Discussion and Analysis (“MD&A”) provides a review of Consolidated Envirowaste Industries Inc.’s financial performance for the six months ended March 31, 2006 relative to the second quarter of 2005 and the year ended September 30, 2005, the Company’s financial condition and future prospects. The MD&A should be read in conjunction with the Company’s annual audited Consolidated Financial Statements for the years ended September 30, 2005 and 2004 filed on SEDAR at www.sedar.com. These financial statements together with this MD&A are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) for interim unaudited financial statements and, unless otherwise noted, all financial references are in Canadian dollars.

Information on the Company’s outstanding shares and changes thereto during the six months ended March 31, 2006 and 2005 are detailed in Note 10 of the Consolidated Financial Statements. There have been no changes in share structure as set out therein. Segment information for the Company’s two business units-Canadian and US Operations-are contained in Note 12 of the financial statements. We have changed the presentation of direct selling expenses in the financial statements, the majority of which are discounts and allowances and transportation costs. Discounts and allowances are now shown as reductions of gross sales, transportation costs are included in cost of sales, and the remaining items are included in selling and administrative expenses. All comparative amounts have been restated accordingly. In accordance with Multilateral Instrument

52-109, the Chief Executive Officer and acting Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as at March 31, 2006 and have concluded that such disclosure controls and procedures were effective to provide reasonable assurance that material information relating to the Company and its subsidiaries is made known to them.

Forward Looking Statements

This report contains statements that are forward looking in nature. Such statements involve known and unknown risks and uncertainties that may cause the actual results of the Company to be materially different from those expressed or implied by those forward looking statements. Such risks include, among others: general economic and business conditions, weather factors, competition and product selling prices, raw material and operating costs, changes in foreign currency exchange rates and other factors referenced herein (see “Critical Accounting Estimates” contained in our annual MD&A for the year ended September 30, 2005).

Quarterly Results

Consolidated Envirowaste Industries Inc. reported second quarter net income of $745,394 or $0.07 per share ($0.07 per share diluted) on revenues of $8,691,667 for the quarter ended March 31, 2006 compared to a net loss from continuing operations of $13,538 or $0.00 per share ($0.00 per share fully-diluted) on $6,653,408 in revenues for the 2^nd quarter of fiscal 2005. Revenue growth of 30% and improved operating margins over the comparable quarter of 2005 produced the Company’s strongest second quarter results in several years.

The CRR (Florida) unit dominated the overall performance of the Company for the six months ended March 31, 2006 with revenue from storm activity continuing well into the second quarter and very strong private sector demand. The strong second quarter increased revenues by 19% to $16,446,271 for the six months ended March 31, 2006 compared to revenue of $13,826,989 for the six months ended March 31, 2005. The Florida unit is capitalizing on its significant efforts to gain private sector market share and is benefiting from the success of its existing private sector customer base. While fuel costs continued to increase disproportionately to other operating costs, the Company was able to adjust its pricing to improve overall margins by 13% for the comparable quarter and 3.7% for the comparative six month period over last fiscal year.

The CRR (Florida) unit which is the core of the Company’s US operations experienced a 39% increase in sales in terms of US dollars for the second quarter of 2006 compared to the second quarter of 2005, which when translated into Canadian dollars, reflected only an 18% increase in

revenue, losing approximately $800,000 of the increase in the currency translation of the US dollar vs. the Canadian dollar for the first six months of 2006 compared to 2005. The currency translation difference also had a negative impact ($83,000 or approximately $0.01 per share) on the US operations contribution to overall Company net earnings for the six months. Storm related processing continued well into the second quarter this fiscal year while municipal and local private processing revenues were approximately 23% lower than the second quarter of 2005 due to extremely dry conditions affecting the billable tonnage compared to last year. Reduced material transportation costs showing the favourable impact of our decision to operate our own transport equipment assisted in the improvement in operating margins

The Company’s Canadian operations reflect seasonal patterns with increases in sales and capacity utilization and a slight reduction in losses for the quarter and six month periods ended March 31, 2006 compared to the first two quarters of 2005. This reflects adjustments to pricing to meet rising costs, and the sales of product to a customer under the new long-term supply agreement mentioned in previous MD&A’s.

The Company utilized cash flows from operations of $896,000 after changes in working capital for the three months ended March 31, 2006 compared to utilizing $184,000 in the same period last year—the changes due in large part to significant swings in accounts receivable, accounts payable and accrued liabilities, deferred revenue and current portions of long term debt in the comparable quarters. The Company, primarily through its CRR (Florida) unit invested approximately $976,000 to upgrade equipment to maintain operating efficiency and decreased cash and cash equivalents by $1.5 million for second quarter of fiscal 2006 compared to a $289,000 decrease in the second quarter of last fiscal year.

Summary of Quarterly Results


	2006				2005									2004
	Quarters				Quarters									Quarters
	2nd		1st		4th		3rd		2nd			1st		4th		3rd
Total revenues	$	8,691,667	$	7,754,604	$	6,773,946	$	8,447,623	$	6,655,879		$	7,173,579	$	6,826,568	$	7,326,234
Income (loss) before discontinued operations	$	745,394	$	318,952	$	17,117	$	380,191		($13,538	)	$	520,602	$	361,326	$	651,060
Earnings per share-basic	$	0.07	$	0.03	$	0.00	$	0.04	$	0.00		$	0.04	$	0.04	$	0.06
Earnings per share-diluted	$	0.07	$	0.03	$	0.00	$	0.04	$	0.00		$	0.04	$	0.04	$	0.06
Net income	$	745,394	$	318,952	$	12,405	$	379,677	$	660		$	535,629	$	249,379	$	497,725
Earnings per share-basic	$	0.07	$	0.03	$	0.00	$	0.04	$	0.00		$	0.05	$	0.02	$	0.05
Earnings per share-diluted	$	0.07	$	0.03	$	0.00	$	0.04	$	0.00		$	0.05	$	0.02	$	0.05
Weighted average number of common shares outstanding-basic		10,364,699		10,364,699		10,364,699		10,364,699		10,250,801			10,247,199		10,247,199		10,247,199

Weighted average number of common shares outstanding-diluted		10,535,824		10,552,645		10,511,331		10,484,116		10,331,629			10,247,199		10,284,074		10,258,535

Historically, quarterly performance has generally reflected the seasonal patterns of our business. Our business tends to generate more revenues in the 2^nd and 3^rd quarters during the Spring/Summer growing seasons. Our Canadian operations generate over 80% of their revenue during these two quarters. Both the US and Canadian segments experience lower production efficiency during cold or wet weather conditions. The Company has peak demands on working capital during late fall and winter months and maintains a core of operations to meet the high demand periods. Over the previous two years, Company results have reflected increasingly volatile weather patterns—from summer drought on the Canadian West Coast last year, lengthy periods of rain last summer in the Canadian Prairie regions, to an increasing number and severity of storms in the Southeastern United States during the late fall which carries through into the winter months. Storm related revenue in both the 1^st and 4^th quarters of 2005 have served to smooth out these historical revenue patterns.

Cash Flow, Liquidity and Capital Resources

After changes in working capital items, the Company generated approximately $728,000 in cash flows for the first two quarters of fiscal 2006, up slightly from the $613,000 generated in the first six months of 2005. Changes in working capital items in the comparable six month periods that had significant influence on this difference included:

-A $436,000 difference between the change in income taxes refundable/payable due to higher comparative pre-tax quarterly earnings;

-A $2.5 million difference in changes to receivables offset by $462,000 difference from changes to accounts payable and accrued liabilities from the later storm processing this year when compared to last year.

-The later storm and increase in private sector workloads caused a buildup of unprocessed product on our municipal sites, reflecting higher deferred revenues than normal at this point in the comparative fiscal years-hence the $782,000 swing in changes in deferred revenue in the comparable six month fiscal periods.

-CRR (Florida) repaid the US $600,000 note associated with the land parcel purchase last year for future strategic business purposes during this quarter which impacted the higher reduction in the current portions of long-term debt.

The Company, through its CRR (Florida) unit invested $872,000 in the second quarter of 2006 in addition to its $1.7 million investment in December, 2005 and generated $909,000 in sale proceeds to upgrade its equipment fleet, the difference financed by capital leases accounting for the increase

in both the current and long-term portions of capital lease obligations when compared to the first two quarters of fiscal 2005. Overall, the Company increased cash and cash equivalents in the first six months of fiscal 2006 by $435,000 compared to $339,000 in the same period of 2005.

Working capital at March 31, 2006 was 1.28:1 compared to 1.59:1 at this time last year improved from 1.21 at the end of the first quarter and 1.14:1 at September 30, 2005. The lower ratio at this time of year compared to last year reflects working capital employed in storm debris processing occurring later this year than last. Debt to equity at December 31, 2005 was 1.66:1 compared to 1.47:1 at December 31, 2004 and 1.49:1 at September 30, 2005, again reflecting higher storm related deferred revenue and accounts payable and accrued liability balances at this time of year as well as the addition to capital lease obligations from the equipment purchases.

The Company expects to fund its ongoing operations through cash generated from operations and existing bank facilities and fund significant capital expenditures through commercial lending sources. At March 31, 2006 the Company had fully drawn its regular revolving demand loan (March 31, 2005-fully utilized) and had available $60,000 (March 31, 2005-$160,000) of its peak period revolving demand loan available during the period from December 1^st to June 30^th each year. The US $600,000 line of credit used to purchase the Florida land parcel in fiscal 2005 was repaid (January 10, 2006) prior to its maturity date of March 31, 2006. The Company was in compliance with lending covenant requirements at March 31, 2006.

Off-Balance Sheet Arrangements

The Company has an irrevocable $10,000 letter of credit issued as a performance guarantee to one of its customers under the terms of a green waste processing contract. The Company has no other such arrangements, present or contemplated.

Transactions with Related Parties

As detailed in Notes 9 and 11 of the financial statements, the Company had loans outstanding from one of its directors and officers during the quarter as well as contractual employment amounts payable to two of the Company’s officers and directors for accrued remuneration, accrued interest, and expense reimbursements consistent with standard business practice.

Financial and Other Instruments

The majority of the Company’s financial instruments (cash, accounts receivable, bank indebtedness, accounts payable and accrued liabilities, long-term debt, obligations under capital leases and loans payable) are denominated in US funds, and are subject to exchange rate fluctuation risk upon financial statement translation. Adverse fluctuations in the Canadian and US exchange rates could affect a debt to worth covenant contained in the Company’s Canadian loan facilities agreement. Management is of the opinion that the Canadian dollar will continue its

upward trend against the US dollar, but the Company does not face any undue risk from its financial instruments. The Company does not participate in any hedging or forward contract programs.

Outlook

The Company will continue to operate in an economic environment which includes high fuel prices and resulting inflationary pressure on operating costs, as well as a Canadian dollar that is continuing to gain strength against its US counterpart. The Company will continue the process of negotiating more favourable pricing for its products and services where possible to preserve margins during the balance of this fiscal year.

The Company’s CRR (Florida) unit will work through its backlog of unprocessed material at its municipal sites during the remainder of the 2006 fiscal year and build on its success in the private sector.

The Company’s Canadian operations, through its Red River unit, has begun supplying one of its customers under the new long-term supply agreement which will continue to rebuild sales volume and utilize more capacity in its Canadian operations.

Weather patterns and competitive pressures will also be important factors in operating levels and results in 2006. The Company intends to continue to optimize operations and identify and realize on new growth opportunities.


“James E. Darby”		“Douglas R. Halward”

James E. Darby		Douglas R. Halward
Chairman and Chief Executive Officer		President

CONSOLIDATED ENVIROWASTE INDUSTRIES INC 6-K