As filed with the Securities and Exchange Commission on August 25, 1998
                                                       Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                               3282985
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

    740 St. Maurice, Suite 201
         Montreal, Quebec                                         H3C 1L5
(Address of Principal Executive Offices)                         (Zip Code)

                              EMPLOYMENT AGREEMENT
                             BETWEEN REGISTRANT AND:
                                 SCOTT RAPFOGEL
                            (Full title of the Plan)

                               Frances Katz Levine
                                 621 Clove Road
                             Staten Island, NY 10310
           (Name and address, including zip code of agent for service)

                                 (718) 981-8485
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================
                                           Proposed Maximum   Proposed Maximum     Amount of
Title of Securities          Amount to be   Offering Price   Aggregate Offering   Registration
 to be Registered            Registered       per Share*           Price*             Fee
----------------------------------------------------------------------------------------------
<S>                            <C>               <C>             <C>                <C>    
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to Compensation
Agreement With
Scott Rapfogel                 95,057            $.20            $19,011.40         $  5.76
----------------------------------------------------------------------------------------------
         TOTAL                 95,057            $.20            $19,011.40         $100.00

==============================================================================================
</TABLE>

* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on August 21, 1998.

<PAGE>

         Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)

         Form S-3 Item No. and Heading                   Heading in Prospectus
         -----------------------------                   ---------------------

1.  Forepart of the Registration Statement and
        Outside Front Cover Page of Prospectus .....   Outside Front Cover Page

2.  Inside Front and Outside Back Cover
        Pages of Prospectus.........................   AVAILABLE INFORMATION;
                                                        REPORTS TO SHAREHOLDERS;
                                                        INCORPORATION OF CERTAIN
                                                        DOCUMENTS BY REFERENCE;
                                                        TABLE OF CONTENTS

3.  Summary Information, Risk Factors and
        Ratio of Earnings to Fixed Charges             Outside Front Cover Page;
                                                       THE COMPANY; RISK FACTORS

4.  Use of Proceeds.................................   Not Applicable

5.  Determination of Offering Price.................   Outside Front Cover Page;
                                                       PLAN OF DISTRIBUTION

6.  Dilution........................................   Not Applicable

7.  Selling Security Holders........................   SELLING SHAREHOLDER

8.  Plan of Distribution............................   Outside Front Cover Page;
                                                       PLAN OF DISTRIBUTION

9.  Description of Securities to be Registered         DESCRIPTION OF SECURITIES

10. Interests of Named Experts and Counsel             EXPERTS; LEGAL OPINIONS

11. Material Changes................................   Not Applicable

12. Incorporation of Certain Information
        by Reference................................   INCORPORATION OF CERTAIN
                                                         DOCUMENTS BY REFERENCE

13. Disclosure of Commission Position
        on Indemnification For Securities
        Act Liabilities.............................   INDEMNIFICATION


                                       2
<PAGE>

R E O F F E R
P R O S P E C T U S

--------------------------------------------------------------------------------

                                  95,057 Shares

                                   ----------

                              THE TIREX CORPORATION

                                  Common Stock
                                 $.001 Par Value

                                   ----------

      The shares of common stock offered hereby (the "Shares") are being sold by
Scott Rapfogel,  a shareholder of The Tirex  Corporation  (the  "Company");  Mr.
Rapfogel is hereinafter  referred to as the "Selling  Shareholder".  The Company
will not  receive any of the  proceeds  from the sale of the common  stock.  The
common  stock is traded  in the  over-the-counter  market,  as  reported  in the
Over-The-Counter  Electronic  Bulletin  Board  of the  National  Association  of
Securities Dealers ("Bulletin  Board"). On August 21, 1998, the high ask and low
bid prices of the Company's common stock, as quoted on the Bulletin Board,  were
$.21 and $.19 per share, respectively. The Selling Shareholder proposes to offer
his Shares for sale in the  over-the-counter  market through customary brokerage
channels at the then-current market price. See "Plan of Distribution".

                                   ----------

            THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"

                                   ----------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                 The date of this Prospectus is August 25, 1998


                                       1
<PAGE>

                              AVAILABLE INFORMATION

      The Company is subject to the information requirements of Section 15(d) of
the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),  and in accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 1100 L Street, N.W. Room 6101, Washington,  D.C.
20005;  26 Federal Plaza,  Room 1100,  New York, New York 10007;  10960 Wilshire
Boulevard,  Suite 1710, Los Angeles,  California  90024;  and 219 South Dearborn
Street, Room 1228,  Chicago,  Illinois 60604; and copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 500 North
Capital Street, N.W., Washington, D.C. 20549 at prescribed rates.

                             REPORTS TO SHAREHOLDERS

      The  Company  intends  to  furnish  to  its  shareholders  annual  reports
containing  audited financial  statements  together with an opinion with respect
thereto by its independent certified public accountants.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company  hereby  incorporates  by  reference  in this  Prospectus  the
Company's  annual report on Form 10-KSB for its fiscal year ended June 30, 1997,
filed  pursuant to Section 15(d) of the Exchange  Act, the  Company's  quarterly
reports on Forms  10-QSB for the  fiscal  quarters  ended  September  30,  1997,
December 31,  1997,  and March 31, 1998 filed  pursuant to Section  15(d) of the
Exchange Act, the Company's  Current  Reports on Form 8-K,  dated July 11, 1997,
February 3, 1998, and May 27, 1998 filed on August 13, 1997,  February 17, 1998,
and August 3, 1998  respectively,  and all other  reports,  if any, filed by the
Company pursuant to Section 13(a) for 15(d) of the Exchange Act since the end of
the fiscal year ended June 30, 1997.

      All reports and definitive proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this  Prospectus  and prior to the  termination of the offering of the Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modified or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

      Any person  receiving a copy of this Prospectus may obtain without charge,
upon request,  a copy of any of the documents  incorporated by reference herein,
except for the  exhibits  to such  documents.  Requests  should be  directed  to
Terence C. Byrne, The Tirex Corporation,  740 St. Maurice,  Suite 201, Montreal,
Quebec Canada, H3C 1L5.


                                       2
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Available Information..........................................................2

Reports to Shareholders........................................................2

Incorporation of Certain Documents
  by Reference.................................................................2

The Company....................................................................5

Risk Factors

  1.  Development Stage Company - No Assurance
        as to Future Profitable Operations....................................10

  2.  Need for Substantial Additional
        Capital...............................................................11

  3.  Going Concern Assumption................................................12

  4.  No Guarantee of Product
        Acceptance in Market..................................................12

  5.  Dilutive and Other Adverse Effects
        of Debentures and Warrants and Presently
        Outstanding Options...................................................12

  6.  Proposed Public Offering:
        Reverse Split.........................................................14

  7.  Dependence on Major Customer............................................15

  8.  Uncertainty of Product and
        Technology Development:
        Technological Factors.................................................15

  9.  Protection of Tirex Proprietary
        Technology and Potential Infringement.................................15

 10.   Limited Public Market..................................................16


                                       3
<PAGE>

 11.   Applicability of "Penny Stock Rules"
          to Broker-Dealer Sales of
         Company Common Stock.................................................17

 12.   Experience of Management...............................................17

 13.   Dependence on Key Personnel............................................18

 14.   Regulatory and Environmental Considerations............................18

 15.   Production and Supply..................................................19

 16.   Technological Changes..................................................19

 17.   Competition............................................................20

 18.   Liability Insurance....................................................20

 19.   No Dividends and None Anticipated......................................20

 20.   Authorization of Preferred Stock.......................................20

Selling Shareholder...........................................................21

Plan of Distribution..........................................................23

Description of Securities.....................................................23

Experts.......................................................................24

Legal Opinions................................................................24

Indemnification...............................................................25


                                       4
<PAGE>

                                   THE COMPANY

      The  Tirex  Corporation  (hereinafter,   the  "Company"  or  "Tirex")  was
incorporated in Delaware on August 19, 1987 under the name "Concord Enterprises,
Inc." Its name was changed to  "Stopwatch  Inc." on June 20,  1989(1) and to the
"Tirex  America Inc." on March 10, 1993. On July 11, 1997, in order to encompass
the current and projected  international scope of its operations,  the Company's
name was changed to "The Tirex Corporation".  The Company,  directly and through
its  subsidiary  "3143619  Canada  Inc.",(2) is  presently  engaged in the early
stages of the  business  of  manufacturing,  selling,  and  leasing  a  patented
cryogenic tire disintegration system which it has developed (the "TCS-1 System")
which  integrates  its  patented  disintegration   technology  with  established
conventional mechanical technologies.

      The  Company  acquired  its  core  technology,  based  upon  which  it has
developed its patented  cryogenic  tire  disintegration  technology  (the "Tirex
Technology"),  in the fall of  1992(3).  Since  the  beginning  of 1993,  it has
devoted the bulk of its efforts to completing  the design and  development,  and
commencing  the  manufacture,  of the TCS-1  System and  raising  the  financing
required for such  project.  In August of 1995,  the Company moved its corporate
headquarters to Quebec and formed its subsidiary, 3143619 Canada Inc. (known and
doing business,  and hereinafter  referred to, as "Tirex Canada R&D Inc.").  The
Company began taking orders on the TCS-1 System in October of 1995 and, to date,
has received refundable deposits of $25,000 each on five Systems. Part of one of
the five Systems on which the Company has taken  deposits has been delivered and
paid for with the balance of such System to be delivered when completed(4).  The
Company has located and entered  into written and oral  agreements  with various
engineering and  manufacturing  subcontractors  and component  suppliers,  which
Management believes will

----------
(1)   For a discussion of the merger with  Stopwatch,  the  healthcare  business
      which was intended, but was never commenced, by Stopwatch, and the reasons
      for the termination of the Stopwatch  business plan,  reference is made to
      Item 1 of  Registrant's  annual  report on Form 10-K for the  fiscal  year
      ended  December  31,  1988,  its  transition  report  on Form 10-K for the
      transition  period  ended June 30,  1989,  and its  annual  report on Form
      10-KSB for the fiscal year ended June 30, 1995.

(2)   Unless context necessarily requires otherwise,  references  hereinafter to
      the "Company" refer to The Tirex Corporation and its subsidiary,  Canadian
      Corporation 3143619 (known and doing business as "Tirex Canada R&D Inc."),
      collectively.

(3)   For  discussions  in  detail  of the  Company's  acquisition  of the Tirex
      Technology and the associated  corporate and management changes which took
      place between the autumn of 1992 and January of 1995, reference is made to
      the discussions thereof included in Item I of the Company's annual reports
      of Forms  10-KSB for the  fiscal  years  ended June 30,  1995 and June 30,
      1996.

(4)   Construction  of  this  System  began  in  February  of  1997  and  it was
      anticipated  that  delivery  would occur on or before  September 15, 1997.
      However,  completion  of the System  was,  and  remains,  subject to delay
      because of the limited funds  available for such purpose.  The Company was
      able to complete and deliver the fully automated front-end sidewall cutter
      and  debeader  module  of this  System  by  January  of 1998,  when it was
      accepted  and paid for by the  purchaser.  The parties  rescheduled  a new
      delivery  date for the  balance of the  System,  which  occurred in May of
      1998.


                                       5
<PAGE>

supply it with sufficient  production capacity to meet all current and projected
orders, on a timely basis,  commencing upon  satisfactory  completion of testing
operations of the initial TCS-1 System.

Recent Financing Activities

The Type A Private Placement

      Between  November 5, 1997 and May 11,  1998,  the Company  offered to sell
(the "Type A Private  Placement")  through H.J. Meyers & Co., Inc., as placement
agent  (the  "Placement  Agent"),  28 Units,  (the "Type A Units") at a price of
$25,000  per  Unit,   each  Type  A  Unit  consisting  of  one  10%  Convertible
Subordinated  Debenture  in  the  principal  amount  of  $25,000  (the  "Type  A
Debentures")  and 100,000  warrants  (the "Type A Warrants")  to purchase a like
number  of  shares  of the  Common  Stock of the  Company  (the  "Type A Warrant
Shares").  The Type A Private  Placement  was  terminated by the Company and the
Placement  Agent on May 11, 1998 upon the sale on April 9, 1998 of twenty Type A
Units to two purchasers, yielding gross proceeds of $500,000 and net proceeds of
$433,500   after  payment  of  the  Placement   Agent's  $10%   commission,   3%
nonaccountable expense allowance,  and an escrow agent's fee of $1,500. The Type
A Private  Placement  was  effected  in  reliance  upon the  availability  of an
exemption  from the  registration  provisions of the Securities Act by virtue of
compliance  with the  provisions of Section 4(2) of the  Securities Act and Rule
506 of Regulation D thereof ("Rule 506"). The Type A Units were offered and sold
to  a  limited  number  of  sophisticated   investors  who  understood  and  are
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss  of  such  investment,  and  who are
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.

      The 2,000,000  outstanding  Type A Warrants are  exercisable at a price of
$.001  per  share,  commencing  on the day  following  the  effective  date (the
"Effective  Date") of the  Company's  registration  statement  on Form SB-2 (the
"Registration  Statement")  which was initially  filed with the  Securities  and
Exchange  Commission on May 21, 1998. The Company is working  diligently towards
having the  Registration  Statement  declared  effective but cannot say with any
certainty when such will occur. The Type A Debentures are convertible commencing
on the day  following  the  Effective  Date of the  Registration  Statement at a
conversion  ratio of 75% of market price.  The  Debentures are redeemable at any
time after issuance at 125% of face value.

      The Company's sale of the 2,000,000 Type A Warrant Shares  pursuant to the
exercise  of the Type A Warrants  and the  Company's  issuance  of shares of its
Common Stock  pursuant to the  conversion of the Type A Debentures  (the "Type A
Debenture Shares"), are being registered by way of inclusion in the Registration
Statement.  The Type A Warrant  Shares and the Type A Debenture  Shares,  to the
extent that they are acquired from the Company, may be offered and resold by the
holders thereof,  from time to time, as market conditions permit in transactions
in the over-the-counter market, in negotiated transactions,  or a combination of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing at the time of sale, at prices  relating to prevailing  market prices
or at negotiated prices.

The Type B Private Placement

      On January 7, 1998, The Company issued a total of 3,305,000  shares of its
common stock to thirty-six  persons,  none of whom had any affiliation  with the
Company. These issuances were


                                       6
<PAGE>

made pursuant to the terms of a merger  agreement by and among the Company,  the
Company's  wholly-owned  subsidiary Tirex  Acquisition  Corp.  ("TAC"),  and RPM
Incorporated  ("RPM")  respecting  the merger of RPM with and into TAC (the "RPM
Merger").

      The RPM Merger Agreement was effective on January 7, 1998, concurrent with
the initial closing of a private placement of its securities which had been made
by RPM (the "RPM Private  Placement")  in which RPM offered to sell units of its
securities  (the "RPM Units"),  each such Unit consisting of one 10% Convertible
Subordinated Debenture in the principal amount of $10,000 (the "RPM Debentures")
and 10,000  shares of the Common Stock of RPM.  Such initial  closing took place
upon the sale of 30.5 RPM Units. The RPM Private  Placement was continued by the
Company after the Merger as the "Type B Private Placement",  described below. In
effectuation of the RPM Merger, the Company:

      (i)   exchanged one share of its common stock ("Merger  Shares") for every
            issued and  outstanding  share of RPM common stock  (which  included
            305,000  shares  sold in the RPM  Private  Placement  and  3,000,000
            shares  which  had  been  issued  and   outstanding   prior  to  the
            commencement of the RPM Merger); and

      (ii)  assumed RPM's  liabilities and obligations under 30.5 RPM Debentures
            in  the  aggregate  principal  amount  of  $305,000  which  RPM  had
            theretofore sold in the RPM Private Placement;

      All of the net proceeds from the RPM Private Placement ($276,085) remained
in RPM when it was merged into TAC, which was the surviving entity.

      From the date of the RPM Merger until May 11, 1998, the Company  continued
the RPM Private  Placement  through the  Placement  Agent as the "Type B Private
Placement,  offering the balance of the  securities  which had  originally  been
offered by RPM,  with the exchange of RPM Common Stock for Company  common stock
and the Company's assumption of the RPM debentures being deemed to have occurred
concurrently  with  the RPM  Merger.  Units  sold by the  Company  in the Type B
Private  Placement  (the "Type B Units") were  identical to the RPM Units except
that the Type B  Debentures  were issued  directly by the Company and the 10,000
share  component of the Unit consisted of shares of the Company's  common stock.
Pursuant thereto, between January 23, 1998 and May 11, 1998, the Company sold 23
Type B Units,  consisting in the aggregate of 230,000 shares of its common stock
and  twenty-three  10% convertible  Debentures,  each in the principal amount of
$10,000, to 21 private investors, who had no affiliation with the Company.

      All of the  Type B  Debentures  and the RPM  Debentures,  which  had  been
assumed by the Company  (referred to  collectively,  hereinafter  as the "Type B
Debentures"),  were amended prior to the filing of the Registration Statement to
provide for: (i) the registration of the shares (the "Type B Conversion Shares")
issuable upon the  conversion of the  Debentures;  (ii) the  termination  of the
holder's right to convert the Type B Debentures,  effective the day  immediately
prior to the filing of the Registration Statement, and the commencement of a new
conversion  period  as of the  date  following  the  effective  date of the said
Registration  Statement;  and (iii)  restrictions  on the transfer of the Type B
Conversion Shares until the first to occur of: (a) six months from the effective
date  of the  Registration  Statement,  or (b) one  year  from  the  date of the
issuance of the Debenture.  The Type B Debentures are  convertible at a ratio of
one share for every $0.20 of the principal amount of the Debenture plus interest
earned  thereon from the date of issuance.  The Type B Debentures are redeemable
at face value plus all earned interest from the date of


                                       7
<PAGE>

issuance on the first to occur of: (i) two years from the issue date or (ii) the
completion and closing of a public offering of its securities by the Company.

      Issuances  of  shares  of  the  Company's  common  stock  pursuant  to the
conversion of the Type B Debentures and the RPM  Debentures,  which were assumed
by the Company in the Merger,  are being  registered  by way of inclusion in the
Registration Statement.

Merger with RPM Incorporated

      3,000,000 shares (the  "Pre-Placement RPM Shares") of the 3,305,000 shares
of RPM Common Stock for which the Company issued Merger Shares,  constituted all
of the shares of RPM Common Stock which were issued and outstanding prior to the
commencement of RPM Private Placement. These shares were exchanged for 3,000,000
Merger Shares in consideration of RPM's waiver of certain consulting fees in the
amount of $4,000 per month,  accrued prior and subsequent to the Merger pursuant
to the terms of a certain five-year  consulting  agreement,  dated June 9, 1997,
among RPM, the Company, and two individuals who were, prior to the Merger, RPM's
principal  shareholders,  officers, and directors.  None of the RPM Shareholders
had any  affiliation  of any kind with the Company  prior to or after the Merger
(except  insofar as they have become  shareholders of the Company as a result of
the said Merger).  Based upon  information  provided by the recipients  (the RPM
Shareholders")  of the above  described  3,305,000  shares  of Common  Stock and
advice  from  the  principals  of RPM and the  opinion  of  RPM's  counsel,  all
3,000,000 of the  Pre-Placement RPM Shares were acquired by the RPM Shareholders
prior to March 31, 1997; all of the RPM Shareholders are "accredited  investors"
as that term is defined in Rule 501(a) of the  Securities  Act; all 3,305,000 of
the shares of RPM common stock (including the  Pre-Placement  RPM Shares as well
as the RPM Shares sold in the RPM Private  Placement)  which were  exchanged for
Merger  Shares  were  acquired  in  transactions  which  were  exempt  from  the
registration  requirements  of Section 5 of the Securities  Act available  under
Rule 506 of Regulation D thereof, which would not be integrated, as such term is
defined in Section  502(a) of  Regulation D under the  Securities  Act, with the
distribution  of the  Merger  Shares  to the RPM  Shareholders,  so as to render
unavailable,  for  such  distribution,   the  exemption  from  the  registration
provisions of the Securities Act under Rule 506 of Regulation D.

      Sales made in the RPM Private  Placement and the Type B Private  Placement
and the exchange of shares in the Merger were effected in  compliance  with Rule
506 to a limited  number of  sophisticated  investors  who  understood  and were
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss of  such  investment,  and who  were
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.

The Type C Private Placement

      On May 11, 1998,  the Company  completed a private  placement (the "Type C
Private Placement") made directly by the Company, with all offers and sales made
by officers of the Company,  of a total of  11,710,000  shares of the  Company's
Common  Stock  (the  "Type C  Shares")  at a price of $.10 per  share,  yielding
proceeds of $1,171,000,  without deducting nominal incidental  expenses incurred
in  connection  with the  offering.  As was the case  with the Type A and Type B
Private Placements, the Type C Private Placement was effected in compliance with
Rule 506 and the Type C Shares were offered and sold only to a limited number of
sophisticated   investors  who  understood  and  were  economically  capable  of
accepting the risks associated with


                                       8
<PAGE>

a speculative  investment,  including the complete loss of such investment,  and
who were "Accredited  Investors"  within the meaning  prescribed by Regulation D
and Rule 501 of the Securities Act.

      The  11,710,000  Type C Shares  which were sold are being  registered  for
re-sale to the public by the holders  thereof by way of their  inclusion  in the
Registration Statement.

      For a discussion of the possible dilutive  effects,  which may result from
the above described financing  activities and other existing factors,  reference
is made to Risk Factor No. 6 "Dilutive and Other  Adverse  Effects of Debentures
and Warrants and Presently Outstanding Options", below.

      The Company's  principal executive offices are located at 740 St. Maurice,
Suite 201, Montreal, Quebec H3C 1L5. Its telephone number is (514) 878-0727.


                                       9
<PAGE>

                                  RISK FACTORS

      Prospective  investors  should  carefully  consider all of the information
contained in this Prospectus  before deciding whether to purchase Shares and, in
particular,   the  factors  set  forth  below.  Information  contained  in  this
Prospectus contains "forward-looking  statements" which can be identified by the
use  of  forward-looking  terminology  such  as  "believes",  "expects",  "may",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable  terminology or by discussions of strategy. No assurance can be given
that the  future  results  covered  by the  forward-looking  statements  will be
achieved.  The following Risk Factors  include,  among other things,  cautionary
statements  with  respect  to  certain  forward-looking  statements,   including
statements of certain risks and uncertainties that could cause actual results to
vary  materially  from the future  results  referred to in such  forward-looking
statements.

      As a new enterprise,  the Company is likely to remain subject to risks and
occurrences  which management is unable to predict with any degree of certainty,
and for which it is unable to fully  prepare.  While  the  Company  expects  its
revenues to increase as manufacturing  operations  respecting the TCS-1 develop,
new products are introduced,  and maintenance and rubber brokerage  services are
initiated  significant  additional  expenses will be incurred in developing  and
marketing  its products and in providing  its contract  services.  Growth in the
Company's  business  could be  expected  to be  accompanied  by  strains  on the
Company's  administrative,  financial  and  operating  resources.  The Company's
ability to manage growth  effectively  will require it to continue to expand and
improve its  operational,  financial,  and  management  controls,  and to train,
motivate and manage its employees.  In any event, there is no assurance that the
Company will achieve revenue growth sufficient to offset  anticipated  increases
in costs,  nor is there any  assurance  that the Company will be  successful  in
overcoming problems associated with unforeseen costs and competition,  technical
problems associated with new products and technology,  and other risks which all
business  ventures face and which could be especially acute for a relatively new
company  attempting to establish and expand its business in a highly competitive
industry characterized by rapid technological and market development and change.
For  all of the  foregoing  reasons,  as  well  as the  specified  Risk  Factors
described  below,  any purchase of the Shares should be considered a speculative
investment involving a significant risk of loss.

      1.  Development  Stage  Company;  No  Assurance  as to  Future  Profitable
Operations.  There is no assurance  that the Company will generate net income or
successfully  expand  its  operations  in  the  future.  Because  it is  in  the
development  stage and has had no  significant  operations to date,  the Company
cannot  predict  with  any  certainty  the  future  success  or  failure  of its
operations.  Its proposed operations are subject to all of the risks inherent in
the  establishment  of a new business  enterprise,  including the absence of any
significant operating history. The likelihood of the success of the Company must
be considered in light of the problems,  expenses,  difficulties,  complications
and delays  frequently  encountered  in  connection  with the formation of a new
business and the competitive  environment in which the Company will operate. The
Company has had no  significant  operating  revenues to date and there can be no
assurance of future revenues.  There is limited evidence at this time upon which
to base an assumption that the Company's proposed business will prove successful
or that its proposed TCS- 1 System will be successfully developed, manufactured,
and marketed.  As a consequence,  there is no assurance that the Company will be
able to operate profitably in the future.  Additionally,  the Company has a very
limited  business  history which  investors can analyze to aid them in making an
informed  judgment  as to  the  merits  of an  investment  in the  Company.  Any
investment


                                       10
<PAGE>

in the Company  should  therefore be considered a high risk  investment  because
investors will be placing their funds at risk in an unseasoned start-up company.

      2. Need For Substantial Additional Capital. The Company recently completed
and closed certain financing  activities which yielded aggregate net proceeds to
the Company in the amount of  $2,063,795  (see Risk  Factor No. 5 "Dilutive  and
Other  Adverse  Effects of  Debentures  and Warrants and  Presently  Outstanding
Options").  Such  proceeds  (together  with Canadian and Quebec  government  and
governmental  agency  grants and loans,  in various  forms)  have  provided  the
Company with what management believes will be adequate funding to accomplish the
following:  (i) complete and cover all of the  Company's  costs  related to, the
first  production  Model of the TCS-1  System  (the  "Production  Model");  (ii)
renovate the Company's new  manufacturing and assembly facility to bring it into
full compliance with all applicable  provincial and municipal  regulations;  and
(iii) cover the Company's overhead costs and expenses through the end of October
1998.  It should be noted  however that the period of time for which these funds
will be available to cover normal overhead costs could be significantly  reduced
if  the  Company  is  required  to  make  substantial,  presently  unanticipated
expenditures  to correct any flaws or defects in the design or  construction  of
the  Production  Model  which may become  apparent  during the test phase  which
commenced in June 1998 and is expected to be completed in or about October 1998.

      The  Company  continues  to  require  substantial  additional  capital  to
commence  manufacturing and marketing  operations.  The Company's future capital
requirements will depend upon numerous factors, including the amount of revenues
generated  from  operations  (if  any),  the  cost of the  Company's  sales  and
marketing  activities and the progress of the Company's research and development
activities,  none  of  which  can  be  predicted  with  certainty.  The  Company
anticipates that only limited revenues from operations will be available to fund
its operations without  substantial  additional capital.  Further,  although the
Company has signed a Letter of Intent with a  broker-dealer  registered with the
National  Association of Securities  Dealers,  Inc., for the  underwriting  of a
proposed  public  offering  (the  "Proposed  Public  Offering") of the Company's
Common Stock in an amount of not less than $8,000,000, there can be no assurance
that such public  offering  will in fact be effected  and, if effected,  will be
successfully  completed  or,  even if it is  completed,  that the  Company  will
receive adequate  financing from the Proposed Public  Offering.  See Risk Factor
No. 6 "Proposed Public Offering;  Reverse Split." The Company does not currently
have in place,  other current  options to fund its continued  existence.  In the
event that the Proposed  Public Offering does not occur or does not occur within
a  reasonable  time,  the  Company  could be  required  to reduce or suspend its
operations,  seek an acquisition partner or sell securities on terms that may be
highly dilutive or otherwise  disadvantageous to investors purchasing any of the
securities  offered under this  Prospectus.  The Company has  experienced in the
past, and may continue to experience, operational difficulties and delays in its
product development due to working capital constraints. Any such difficulties or
delays could have a material adverse effect on the Company's business, financial
condition and results of operations.  Moreover,  if the Proposed Public Offering
does not occur on a timely basis, the Company may be unable to fund its business
plan and may be forced to cease to operate. In such event,  purchasers of any of
the securities being registered hereby may lose their entire investment.


                                       11
<PAGE>

      3. Going Concern Assumption. The Company's independent auditors' report on
the Company's  financial  statements for the years ended June 30, 1996 and 1997,
contains an explanatory  paragraph  indicating that: (i) the Company is still in
the  development  stage;  (ii) it  cannot  be  determined  at this time that the
Company's  tire  disintegration  technology  will be  developed  to a productive
stage;  and (iii)  the  Company's  uncertainty  as to its  productivity  and its
ability to raise sufficient capital raise substantial doubt about its ability to
continue as a going concern. In addition, the Company had an accumulated deficit
of  $4,963,490  as at March  31,  1998.  The  Company  may  require  substantial
additional  funds  in the  future,  and  there  can  be no  assurance  that  any
independent  auditors' report on the Company's future financial  statements will
not include a similar  explanatory  paragraph  if the Company is unable to raise
sufficient  funds or generate  sufficient cash from operations to cover the cost
of its  operations.  The existence of the  explanatory  paragraph may materially
adversely  affect the  Company's  relationship  with  prospective  customers and
suppliers,  and therefore could have a material  adverse effect on the Company's
business, financial condition and results of operations.

      4. No  Guarantee of Product  Acceptance  in Market.  The first  production
model  of the  TCS-1  System  has  recently  been  completed  and  is  currently
undergoing  thorough  test  procedures.   There  is  no  history  of  commercial
operations of the TCS-1 System.  There can be no assurance that the TCS-1 System
will be accepted in the market for tire disintegration equipment.  Moreover, the
Company has not conducted  market research that focuses on the potential  demand
for the TCS-1  System to the  exclusion  of other  types of tire  disintegration
equipment. Therefore, the Company is not able to estimate with any assurance the
potential  demand for the TCS-1 System,  if any.  There can be no assurance that
sufficient  market  penetration  can be  achieved so that  projected  production
levels of the TCS-1 System will be absorbed by the market.

      5.  Dilutive  and Other  Adverse  Effects of  Debentures  and Warrants and
Presently  Outstanding Options. The securities which were sold by the Company in
two  of  the  three  Private  Placements  (respectively,  the  "Type  A  Private
Placement" and the "Type B Private Placement"),  which it recently completed and
closed consisted of the following:

      (a)   Twenty  "Type A Units",  each  consisting  of 100,000  common  stock
            purchase  warrants (the "Type A Warrants") to purchase a like number
            of shares of the  Company's  Common  Stock and one 10%  convertible,
            subordinated debenture in the principal amount of $25,000 (the "Type
            A Debentures"). Commencing the day following the effective date (the
            "Effective  Date") of the Company's  Registration  Statement on Form
            SB-2 which was filed with the Securities  Exchange Commission on May
            21, 1998, the Type A Debentures  will be convertible  into shares of
            the Company's Common Stock at a conversion ratio equal to 75% of the
            average of the closing bid prices of the Common Stock,  as quoted in
            the OTC Electronic  Bulletin Board of the NASD,  during the five-day
            period  preceding  the  Company's  receipt of a notice of conversion
            from a Debenture  holder.  Also commencing as at the Effective Date,
            the  Type  B  Warrants  will  be  exercisable  for an  aggregate  of
            2,000,000  shares of Common Stock at an exercise  price of $.001 per
            share.

      (b)   53.5  "Type B  Units",  each  consisting  of  10,000  shares  of the
            Company's  Common  Stock  and  one  10%  convertible,   subordinated
            debenture  in  the   principal   amount  of  $10,000  (the  "Type  B
            Debenture").  Commencing  the day following the Effective  Date, the
            Type B Debentures will be convertible into shares of the



                                       12
<PAGE>

            Company's  Common Stock at a conversion ratio of one share for every
            $.20 of principal  amount and interest  earned thereon from the date
            of issuance.

      In  addition,  there are  currently  outstanding  additional  options  and
warrants  pursuant to which the Company is  obligated to sell Common  Stock,  as
follows:

      (a)   an option to purchase 235,294,  held by an unaffiliated  consultant,
            exercisable at a price of $.17 per share;

      (b)   (i) options to purchase an aggregate of 213,786, shares, held by two
            unaffiliated  consultants  at an  exercise  price of $.187 per share
            (expire on October 4, 1998);  (ii)  options to purchase an aggregate
            of 250,000 shares to the same two unaffiliated  individuals,  and by
            the spouse of a director of the  Company,  at an  exercise  price of
            $.125 per share (expire on December 31, 1998);  and (iii) options to
            purchase  250,000  shares to the foregoing  three  individuals at an
            exercise price of $.1875 per share (expire on March 31, 1999);

      (c)   an option,  held by one outside director of the Company, to purchase
            20,000 shares of convertible  preferred  stock at a price of $10 per
            share (the "Preferred Option").  If purchased,  such preferred stock
            will be convertible  into shares of the Company's  Common Stock at a
            conversion  ratio  equal to the  number of  shares  of common  stock
            purchasable  for the purchase price of each preferred share ($10) at
            30% of the  market  price  of  the  Common  Stock  at  the  time  of
            conversion.  It is impossible for the Company to predict whether the
            purchase  of the  preferred  shares will occur or, if it does occur,
            what the  conversion  ratio will be when such  preferred  shares are
            converted to Common Stock.  Exercise of the  Preferred  Option would
            require a $200,000  investment on the part of the holder thereof. To
            date,  the Preferred  Option has not been  exercised for any part of
            the  preferred  shares  purchasable  thereunder  and the  Company is
            unable to state whether such option shall ever be exercised; and

      (d)   an option  granted to CG Tire,  Inc.  to purchase a number of shares
            equal,  on a fully  diluted  basis,  to 10% of the total  issued and
            outstanding Common Stock of the Company,  at an exercise price equal
            to fifty  percent  (50%) of the  average  of the  final  bid and ask
            prices of the common stock of the Corporation,  as quoted in the OTC
            Bulletin  Board during the ten business days  preceding the exercise
            date.

      The Company is unable to determine with certainty,  as at the date hereof,
the number of shares,  if any,  which will  actually  be issued  pursuant to the
exercise of any of the foregoing options or warrants or the conversion of any of
the debentures because of several factors, including but not necessarily limited
to the following:  (i) none of the holders of such  securities  have advised the
Company, and the Company is unable to predict, whether, and to what extent, such
persons  will choose to  exercise  their  options or  warrants or convert  their
debentures  to Common Stock  instead of redeeming  them for cash,  and (ii) with
respect to some of the options and debentures,  the exercise price or conversion
ratio, and therefore the number of shares issuable, is dependent upon the market
price of the Common Stock at and around the time of exercise or conversion.


                                       13
<PAGE>

      Whether or not any of the above described  securities are registered,  the
holders of the convertible Debentures, the Warrants, and the outstanding options
would  have an  opportunity  to profit  from a rise in the  market  price of the
Common  Stock,  if such rise  should  occur,  with a  resulting  dilution in the
interests of the other shareholders.

      The  Company  has  had  no   significant   operating   revenues  to  date.
Additionally, most of its cash assets are needed and are being utilized to cover
the expenses  associated  with the  development  of the TCS-1 System.  Given the
foregoing, the Company periodically pays certain of its financial obligations by
issuing restricted shares of its common stock in lieu of cash, at a discount, in
recognition  of the  sale  and  market  restrictions  applicable  thereto.  Such
issuances result in dilution to the Company's existing shareholders.

      6. Proposed  Public  Offering:  Reverse Split.  The proposed terms for the
proposed  public offering  require that not more than  10,000,000  shares of the
Company's  Common Stock be issued and outstanding  prior to the  commencement of
the public  offering.  There are  presently  74,752,557  shares of the Company's
Common Stock issued and  outstanding,  but, while the Company  considers that it
would be highly  unlikely,  as described  above, in Risk Factor No. 5. "Dilutive
and Other Adverse  Effects of Debentures and Warrants and Presently  Outstanding
Options." if all of the  currently  outstanding  options and warrants were to be
exercised and all of the currently outstanding  debentures were to be converted,
there could be  significantly  more shares of the Company's  Common Stock issued
and  outstanding  prior to the  Proposed  Public  Offering.  While the number of
shares, which the proposed underwriter will allow to be outstanding prior to the
Proposed  Public Offering may be adjusted to reflect a change in the development
and  consequent  valuation  of the  Company,  persons  who  purchase  any of the
securities  being  registered  hereby prior to the  effectuation of such reverse
split should note that, if the Proposed Public Offering is effected,  the number
of such securities may be substantially reduced by the requirement that there be
not more than  10,000,000  shares  of the  Company's  Common  Stock  issued  and
outstanding prior to such offering. This would require a reverse split of all of
the Company's  issued and  outstanding  shares (see "Risk Factor No. 5, Dilutive
and Other Adverse  Effects of Debentures and Warrants and Presently  Outstanding
Options).

      Independent  of the  proposed  public  offering,  the  Company  believes a
reverse stock split will benefit the Company and its  shareholders  and as such,
whether or not in  connection  with the proposed  public  offering,  the Company
intends to effect a reverse stock split in the near future. The Company believes
that a decrease in the number of shares of common stock outstanding  without any
material  alteration  of the  proportionate  economic  interest  in the  Company
represented by individual shareholdings may increase the price of such shares to
a price more  appropriate  for an  exchange  listed or NASDAQ  listed  security,
although no  assurance  can be given that the market  price of the common  stock
will rise in  proportion to the  reduction in the number of  outstanding  shares
resulting  from any reverse  split or that the Company  will in fact  achieve an
exchange or NASDAQ listing at any time following such reverse split. The Company
also believes a reverse split and the expected  market price increase  resulting
therefrom,  may increase the  marketability  of the Company's common stock given
the reluctance of many brokerage firms and institutional  investors to recommend
lower  priced  stocks to their  clients or to hold them in their own  portfolios
although no assurance can be given that this would prove to be the case.


                                       14
<PAGE>

      7. Dependence on Major  Customer.  To date the Company has received orders
for eleven TCS-1  Systems,  eight of which were ordered by  Ocean/Ventures  III,
Inc.("O/V  III") of Toms  River,  New  Jersey  ("O/V  III") and one of which was
ordered by Oceans Tire Recycling & Processing  Co., Inc.  ("OTRP").  O/V III and
OTRP are New  Jersey  corporations  affiliated  with each other  through  common
control. The loss of either or both of these two customers would have an adverse
effect on the Company.

      8.  Uncertainty  of  Product  and  Technology  Development:  Technological
Factors.  The Company has completed  development and construction,  of the first
production  model of the TCS- 1 System.  The Company's  success will depend upon
the TCS-1 System's  meeting  targeted  performance  and cost  objectives and its
timely introduction into the marketplace. Such an outcome will be subject to all
of the risks  inherent in the  development  of a new product,  technology,  and,
business, including unanticipated delays, expenses, and difficulties, as well as
the possible  insufficiency of funding to complete  development (see Risk Factor
No.  2 "Need  for  Substantial  Additional  Capital",  above).  There  can be no
assurance  that  under  commercial  usage  conditions,  the  TCS-1  System  will
satisfactorily  perform  the  functions  for  which  it has  been  designed  and
constructed,  that it will meet applicable price or performance  objectives,  or
that unanticipated technical or other problems will not occur which would result
in increased costs or material delays in establishing the Company's  business at
a profitable  level.  There can be no  assurance  that,  despite  testing by the
Company,  problems  will  not be  encountered  in the  TCS-1  System  after  the
commencement of commercial  manufacture and sales, resulting in loss or delay in
market acceptance.

      9. Protection of Tirex Proprietary Technology and Potential  Infringement.
The success of the Company's  proposed business depends in part upon its ability
to protect its  proprietary  technology and the proposed TCS-1 System which will
utilize  such  technology.  On  December  18,  1996,  the Company  filed  patent
applications  with the United States  Patent and Trademark  Office in the United
States and with the proper  authorities in Canada.  On April 7, 1998, the patent
was  issued  by the U.  S.  Patent  Office.  The  patent  covers  the  Company's
disintegration  technology.  The  Company  expects  the  Canadian  patent on the
Company's disintegration  technology to be issued in the near future although it
cannot say with  certainty  when this may occur.  Prior to obtaining its patent,
the Company  relied on trade  secrets,  proprietary  know-how and  technological
innovation to develop its technology and the designs and  specifications for the
TCS-1 System.  Except where the terms of their employment  agreements would make
it redundant or, in the sole  discretion of  management,  it is determined  that
because of the  nontechnical  nature of their duties,  such  agreements  are not
necessary or  appropriate,  the Company  has,  and will  continue to, enter into
confidentiality  and  invention  assignment  agreements  with all  employees and
consultants  which  limit  access to, and  disclosure  or use of, the  Company's
proprietary technology. There can be no assurance, however, that the steps taken
by the  Company to deter  misappropriation  or third  party  development  of its
technology and/or processes will be adequate, that others will not independently
develop  similar  technology  and/or  processes  or  that  secrecy  will  not be
breached.  In addition,  although the Company  believes that its  technology has
been independently  developed and does not infringe on the proprietary rights of
others,  there can be no assurance  that the Company's  technology  does not and
will not so infringe or that third parties will not assert  infringement  claims
against the Company in the future.  Moreover, there can be no assurance that the
Company  will  have the  resources  to defend  the  patent  by  bringing  patent
infringement or other proprietary rights actions.


                                       15
<PAGE>

      10. Limited  Public Market:  Company Not Eligible for Inclusion on NASDAQ.
To date  there  has been only a  limited  and  sporadic  public  market  for the
Company's  Common Stock.  There can be no assurance  that an active and reliable
public market will develop or, if developed, that such market will be sustained.
Purchasers of the securities offered hereby may,  therefore,  have difficulty in
selling  the  shares  of  Common  Stock  issuable  upon  the  conversion  of the
Debentures or the exercise of the Warrants.  As a result,  investors may find it
impossible to liquidate their investment in the Company should they desire to do
so. The  Company's  Common  stock is  currently  traded in the  over-the-counter
market and quoted on the OTC  Bulletin  Board.  The Company  intends to apply to
have its Common Stock  approved for quotation on the Nasdaq  SmallCap  Market at
such time as it meets the  requirements  for  inclusion.  As at the date hereof,
however,  the Company is not eligible for  inclusion in NASDAQ or for listing on
any national stock  exchange.  All companies  applying and authorized for NASDAQ
are required to have not less than $4,000,000 in net tangible  assets,  a public
float(5)  with a market  value of not less  than  five  million  dollars,  and a
minimum  bid of price of $4.00 per share.  At the present  time,  the Company is
unable to state when,  if ever, it will meet the Nasdaq  application  standards.
Unless  the  Company  is able to  increase  its net worth and  market  valuation
substantially,  either through the  accumulation of surplus out of earned income
or successful  capital raising  financing  activities,  it will never be able to
meet the eligibility  requirements of NASDAQ. In addition, it is likely that the
Company,  which  presently  has  74,752,557  shares of Common  Stock  issued and
outstanding,  will have to effect a reverse split of its issued and  outstanding
stock,  in order to meet the minimum bid price  requirement  (see,  also,  "Risk
Factor No. 5 Dilutive and Other Adverse  Effects of Debentures  and Warrants and
Presently Outstanding Option).  Moreover,  even if the Company meets the minimum
requirements to apply for inclusion in The Nasdaq SmallCap Market,  there can be
no assurance,  that approval will be received or, if received,  that the Company
will  meet the  requirements  for  continued  listing  on the  SmallCap  Market.
Further,  Nasdaq  reserves  the right to withdraw or  terminate a listing on the
Nasdaq SmallCap Market at any time and for any reason in its discretion.  If the
Company is unable to obtain or to  maintain  a listing  on the  Nasdaq  SmallCap
Market,  quotations,  if any,  for "bid" and "asked"  prices of the Common Stock
would be  available  only on the OTC  Bulletin  Board where the Common  Stock is
currently  quoted or in the "pink  sheets"  published by the National  Quotation
Bureau,  Inc.  This can result in an  investor's  finding it more  difficult  to
dispose of or to obtain accurate  quotations of prices for the Common Stock than
would be the case if the Common Stock were quoted on the Nasdaq SmallCap Market.
Irrespective  of  whether  or not the  Common  Stock is  included  in the Nasdaq
system,  there is no assurance  that the public market for the Common Stock will
become more active or liquid in the future. In order to qualify for listing on a
national  stock  exchange,  similar  minimum  criteria  respecting,  among other
things, the Company's net worth and/or income from operation must be met.

      Accordingly, market transactions in the Company's common stock are subject
to the "Penny Stock Rules" of the Securities and Exchange Act of 1934, which are
discussed in more detail,  below,  under "Risk Factor No. 11.  Applicability  of
Penny Stock Rules to Broker-Dealer  Sales of Company Common Stock".  These rules
could  make it  difficult  to trade  the  Common  Stock of the  Company  because
compliance with them can delay and/or preclude certain trading

----------
(5)   "Public  float"  is  defined  as  shares  that  are not held  directly  or
      indirectly  by any  officer  or  director  of the  issuer and by any other
      person  who is the  beneficial  owner of more than 10 percent of the total
      shares outstanding.


                                       16
<PAGE>

transactions. This could have an adverse effect on the ability of an investor to
sell any shares of the Company's Common Stock being purchased hereunder.

      11. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  As discussed  above,  at the present time,  the Company's  Common
Stock is not  listed  on The  Nasdaq  Stock  Market  or on any  Stock  Exchange.
Although  dealer  prices for the  Company's  Common  Stock are listed on the OTC
Bulletin  Board,  trading has been  sporadic and limited  since such  quotations
first appeared on April 4, 1994.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
special  disclosure  relating to the market for penny stocks in connection  with
trades in any stock defined as a "penny stock". Commission regulations generally
define a penny stock to be an equity  security  that has a market  price of less
than  $5.00 per share and is not listed on The  Nasdaq  Stock  Market or a major
stock  exchange.  These  regulations  subject  all  broker-dealer   transactions
involving  such  securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for   purchasers   of  Common  Stock   hereunder  to  utilize  the  services  of
broker-dealers  who are  members of the NASD.  The current  market  price of the
Company's Common Stock is  substantially  less than $5. per share and such stock
can, for at least for the foreseeable  future,  be expected to continue to trade
in the  over-the-counter  market  at a per share  market  price of less than $5.
Accordingly,  any broker-dealer sales of the shares being registered  hereunder,
as well as any subsequent  market  transactions  in the Company's  Common Stock,
will be subject to the Penny  Stock  Rules.  These  Rules  affect the ability of
broker-dealers to sell the Company's  securities and also may affect the ability
of  purchasers  hereunder to sell their  shares in the  secondary  market,  if a
stable market should ever develop.

      The Penny Stock Rules also impose special sales practice  requirements  on
broker-dealers  who sell such securities to persons other than their established
customers or "Accredited  Investors." Among other things,  the Penny Stock Rules
require that a broker-dealer make a special suitability determination respecting
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.  In  addition,  the  Penny  Stock  Rules  require  that  a
broker-dealer deliver, prior to any transaction,  a disclosure schedule prepared
in accordance  with the  requirements  of the  Commission  relating to the penny
stock market.  Disclosure also has to be made about commissions  payable to both
the broker-dealer and the registered  representative  and the current quotations
for the securities. Finally, monthly statements have to be sent to any holder of
such penny stocks  disclosing  recent price information for the penny stock held
in  the  account  and  information  on  the  limited  market  in  penny  stocks.
Accordingly,  for so  long  as the  Penny  Stock  Rules  are  applicable  to the
Company's  Common  Stock,  it may be  difficult  to  trade  such  stock  because
compliance   with  such  Rules  can  delay  and/or   preclude   certain  trading
transactions. This could have an adverse effect on the liquidity and/or price of
the Company's Common Stock.

      12. Experience of Management. Although Management has general business and
engineering  experience,  potential  investors should be aware that no member of
management has been directly  involved in  administering a tire  disintegration,
recycling, or tire disintegration equipment manufacturing,  business, except for
Louis  Sanzaro,  who has more than twenty years of  experience  in the recycling
business (excluding tires).


                                       17
<PAGE>

      13.  Dependence on Key  Personnel.  The Company  believes that its success
depends to a  significant  extent on the efforts and abilities of certain of its
senior management,  in particular those of Terence C. Byrne, President and Chief
Executive  Officer;  and Louis V. Muro, Vice President in charge of Engineering.
The loss of Mr. Byrne,  or Mr. Muro could have a material  adverse affect on the
Company's business,  prospects,  operating results, and financial condition. The
Company does not presently have key man life insurance policies,  but intends to
try to obtain  such  coverage  in the  amount of  $1,000,000  for Mr.  Byrne and
$500,000 for Mr.  Muro.  There can be no assurance  that such  policies  will be
available  to  the  Company  on  commercially   reasonable  terms,  if  at  all.
Additional,  the ability of the Company to realize  its  business  plan could be
jeopardized if any of its senior management  becomes incapable of fulfilling his
obligations  to the  Company  and a capable  successor  is not found on a timely
basis.  There can however be no assurance that, in such event,  the Company will
be able to locate  and  retain a capable  successor  to any member of its senior
management.

      14.  Regulatory  and  Environmental  Considerations.  The Company does not
expect  that its  equipment  manufacturing  operations  will be  subject  to any
unusual or burdensome governmental regulations.  However, test operations of the
TCS-1 and the Company's  continuing  research and  development  activities,  may
require to varying  degrees  and for  varying  periods of time,  the  storage or
"stockpiling" of scrap tires which, with their size, volume and composition, can
pose a particularly serious environmental  problem.  Among the numerous problems
relating to  stockpiling  scrap tires,  is the fact that when  stockpiled  above
ground,  tires create serious fire,  public health,  and  environmental  hazards
ranging from fires, which generate large and dense clouds of black smoke and are
extremely difficult to extinguish,  to the creation of vast breeding grounds for
mosquitoes  and vermin.  As a result,  many  states  have either  passed or have
pending legislation regarding discarded tires including legislation limiting the
storage of used tires to specifically  designated areas. For reasons  including,
but not limited to the problems  described above, the Company and the purchasers
of its TCS-1 Systems will be subject to various local,  state,  and federal laws
and  regulations  including,  without  limitation,  regulations  promulgated  by
federal and state  environmental,  health,  and labor agencies.  Compliance with
applicable  environmental and other laws and regulations  governing the business
of the  Company  may  impose a  financial  burden  upon the  Company  that could
adversely affect its business,  financial condition,  prospects,  and results of
operations.  Likewise,  the  burden  of  compliance  with  laws and  regulations
governing the  installation  and/or  operation of TCS-1 Systems could discourage
potential  customers from purchasing a TCS-1 System which would adversely affect
the Company's business,  prospects, results, and financial condition. Actions by
federal, state, and local governments concerning  environmental or other matters
could  result in  regulations  that could  increase  the cost of  producing  the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 System and make such by-products less profitable or even impossible
to sell at an economically feasible price level.

      The Company  believes that it will be able to operate in  compliance  with
such  regulations.  In this regard, it has retained  environmental  attorneys in
Montreal  to advise it with  respect  to  compliance  with  local  environmental
regulations.  It has also engaged a consultant to advise purchasers of its TCS-1
Systems  with  respect  to  compliance  with  local  environmental   regulations
applicable to the installation  and operation of the TCS-1 System.  To date, the
Company  has  not had to  make  significant  capital  expenditures  relating  to
environmental compliance. However, the storing and processing of tires which are
required  for  testing  of the  first  TCS-1  System at the  Company's  assembly
facility  in  Montreal  will be subject to certain  fire  safety  building  code
standards.  The  Company  expects to spend not more than  $100,000  to bring the
facility into


                                       18
<PAGE>

compliance  with  such  standards.  Moreover,  the  Company  believes  that  the
inception of  equipment  manufacturing  operations,  together  with  continually
changing  compliance  standards and technology,  may affect the Company's future
capital expenditure requirements relating to environmental compliance. Since all
government  regulations  are  subject to change and to  interpretation  by local
administrations,  the effect of government regulation could conceivably prevent,
or delay for a  considerable  period of time,  the  development of the Company's
business as planned and/or impose costly  requirements  on the Company or on its
TCS-1  System  customers,  which  could  result  in the  Company's  or its TCS-1
customers' businesses being less profitable, or unprofitable, to operate.

      15. Production and Supply. The Company intends to begin  manufacturing the
TCS-1 System on a commercial  basis within the current  fiscal year. The Company
will be dependent on arrangements  with its  subcontractors  for the manufacture
and assembly of the principal components  incorporated into the TCS-1 System. It
will therefore be substantially  dependent on the ability of such subcontractors
to satisfy  performance and quality  specifications  and to dedicate  sufficient
production  capacity for all TCS-1 System scheduled  delivery dates. The Company
believes  that  all of  its  subcontractors  have  the  requisite  manufacturing
capabilities  and the  willingness  to  dedicate  sufficient  amounts  of  their
manufacturing  capacity to allow the Company to meet all TCS-1  System  delivery
dates,  currently  scheduled  or  expected to be  scheduled  within the next two
years. However, no assurance can be given that this will in fact be the case and
failure  on the part of the  Company's  subcontractors  in these  regards  would
adversely affect the Company's  ability to manufacture and deliver TCS-1 Systems
on a timely  and  competitive  basis.  In such event the  Company  would have to
replace or supplement its present subcontractors. There can be no assurance that
should it be  necessary  to do so,  the  Company  would be able to find  capable
replacements for its subcontractors on a timely basis and on terms beneficial to
the Company,  if at all; The Company's  inability to do so would have a material
adverse effect on its business.

      Components  of the  TCS-1  Systems,  which  are  not  manufactured  by the
Company's  subcontractors  specifically for the TCS-1 System, will be purchased,
either  directly by the Company or indirectly  through its  subcontractors  from
third-party  manufacturers.  The  Company  believes  that  numerous  alternative
sources of supply for all such components are readily available.

      16.  Technological  Changes.  To date, the market for tire  disintegration
equipment has not, to the best of management's knowledge,  been characterized by
rapid  changes  in  technology.  However,  there  can be no  assurance  that new
products or  technologies,  presently  unknown to the Company,  will not, at any
time in the future and without warning, render the Company's tire disintegration
technology  less  competitive or even obsolete.  Moreover,  the technology  upon
which the Company's tire disintegration system is based, could be susceptible to
being  analyzed and  reconstructed  by an existing or potential  competitor.  On
April  7,  1998 a  patent  was  issued  on  the  Company's  tire  disintegration
technology by the U.S. Patent Office. Even though the Company has been granted a
patent, the Company may not have the financial  resources to successfully defend
such patent by bringing  patent  infringement  suits  against  parties that have
substantially  greater resources than are available to the Company.  The Company
mustcontinue to create innovative new products reflecting  technological changes
in design,  engineering,  and development,  not only of new tire  disintegration
machinery,  but of products, and machinery capable of producing products,  which
incorporate and recycle the rubber,  steel,  and/or fiber by-products which will
be produced by the operation of the TCS-1 System. Failure to do


                                       19
<PAGE>

so, could prevent to Company from gaining and  maintaining a significant  market
for  its  products.  This  may  require  a  continuing  high  level  of  product
development,  innovation, and expenditures.  To the extent that the Company does
not respond adequately to such technological  advances,  its products may become
obsolete and its growth and profitability may be adversely affected.

      17.  Competition.  Although  management believes that the Tirex Technology
has distinct  advantages over other existing tire  disintegration  methods,  the
Company will face competition from other equipment manufacturers,  virtually all
of whom will be larger than the Company, and will have substantially more assets
and resources than the Company has.  Management intends to meet such competition
by developing  technological  innovations  which will make the TCS-1 System more
economical and efficient than other tire disintegration methods.

      18. Liability Insurance.  The proposed TCS-1 System may expose the Company
to possible product  liability  claims if, among other things,  the operation of
the TCS-1 System results in personal injury, death or property damage. There can
be no  assurance  the  Company  will have  sufficient  resources  to satisfy any
liability  resulting  from such  claims  or will be able to cause its  component
suppliers or  customers to indemnify or insure the Company  against such claims.
The Company does not  presently  intend to obtain  product  liability  insurance
prior to the  commencement of commercial  operation of the TCS-1 System.  Should
the Company determine that such insurance is required, there can be no assurance
that affordable insurance coverage will be available in terms and scope adequate
to  protect  the  Company  against  material  adverse  effects in the event of a
successful claim.

      19. No Dividends and None  Anticipated.  The Company has not paid any cash
dividends,  nor does it contemplate or anticipate  paying any dividends upon its
Common Stock in the foreseeable future.

      20. Authorization of Preferred Stock. The Company's Amended Certificate of
Incorporation authorizes the issuance of "Class A Stock" with such designations,
rights and  preferences  as may be determined  from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder
approval,  to designate  and issue the "Class A" stock as  preferred  stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect  the  voting  power or  other  rights  of the  holders  of the  Company's
Convertible  Debentures,  Warrants, and Common Stock. Also, the voting power and
percentage of stock ownership of the  shareholders of the Company's  outstanding
capital stock can be substantially  diluted by such preferred stock issuance. In
addition,  the issuance of such preferred stock may have the effect of rendering
more  difficult  or  discouraging  an  acquisition  of the Company or changes in
control of the Company.  Certain  provisions  in the  employment  agreements  of
certain of the Company's  officers  could also have such effect.  Moreover,  the
Company may adopt  anti-takeover  measures in the future.  Such  measures  could
include,  but may not necessarily be limited to, the issuance of preferred stock
with  anti-takeover  provisions  to  discourage  bidders from making offers at a
premium to the market price. In addition, the mere existence of an anti-takeover
device  could  have a  depressive  effect on the market  price of the  Company's
Common Stock.


                                       20
<PAGE>

                               SELLING SHAREHOLDER

      The 95,057 shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholder  were  acquired by him on or about  August 12, 1998,
pursuant  to the terms of his  employment  agreement,  dated as of June 22, 1998
(the  "Rapfogel  Employment  Agreement")  for  services  rendered to the Company
subsequent to the date of the said Employment Agreement but prior to the date of
issuance.  The  Rapfogel  Employment  Agreement  is an  individually  negotiated
written  compensation  agreement  pursuant  to  which  the  Selling  Shareholder
rendered  bona  fide  services  not in  connection  with  the  offer  or sale of
securities in a capital  raising  transaction.  Such  agreement  constitutes  an
Employee Benefit Plan, as defined in Rule 405 of the Securities Act of 1933. The
Rapfogel  Employment  Agreement may sometimes be referred to  hereinafter as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder are "restricted  shares" insofar as they were issued under
an employee  benefit plan pursuant to a Securities Act exemption  prior to their
inclusion  in a  registration  statement  on Form  S-8,  of which  this  Reoffer
Prospectus is a part.

      The table which follows identifies: (i) the Selling Shareholder ; (ii) the
Plan pursuant to which the Shares being offered hereby have been acquired; (iii)
the nature of all positions,  offices or other material  relationships which the
Selling  Shareholder has had with the Company within the past three years;  (iv)
the number of shares of common stock owned by the Selling  Shareholder  prior to
the  offering;  (v) the number of shares of common  stock to be offered  for the
account of the Selling Shareholder; (vi) the number of shares of common stock to
be owned by the Selling  Shareholder  after the completion of the offering,  and
(vii) the  percentage of the  Company's  common stock to be owned by the Selling
Shareholder after completion of the offering.


                                       21
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                             Number of                   Number of       Percentage
                                                         Positions          Shares Owned    Number of  Shares Owned       of Shares
                          Compensation Agreement           With               Prior to        Shares     After the       Owned After
Selling Shareholder           (Name of Plan)              Company             Offering       Offered     Offering       the Offering
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                <C>                    <C>            <C>           <C>              <C>
Scott Rapfogel       Employment Agreement dated as of   Assistant Corporate    95,057         95,057         0               (1)
                     June 22, 1998                      and Securities
                                                        Counsel
====================================================================================================================================
</TABLE>

(1)  Less than 1%


                                       22
<PAGE>

                              PLAN OF DISTRIBUTION

      The Selling  Shareholder may sell all or part of the Shares,  from time to
time,  in the  over-the-counter  market,  or in such other public market for the
Company's  common stock as may develop,  at market  prices then  prevailing.  In
connection  therewith,  the Selling  Shareholder  may  utilize  the  services of
broker-dealers,  none of whom will act as underwriters  with respect to sales of
the  Shares.  The  names  of any  such  brokers-dealers,  who  have not yet been
identified, will be set forth in a supplement to this Reoffer Prospectus, to the
extent required.

                            DESCRIPTION OF SECURITIES

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  The Class A Stock may be issued from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.


                                       23
<PAGE>

      The Company's  board of directors may determine the times when,  the terms
under which and the consideration for which the Company shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by the Company.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of the Company.

                                     EXPERTS

      The financial statements and schedules of the Company and its subsidiaries
included in the  Company's  Annual  Report on Form  10-KSB,  for the fiscal year
ended  June 30,  1997,  which is  incorporated  herein by  reference,  have been
examined by Nevoso,  Pivirotto,  Pinkham & Foster, Certified Public Accountants,
LLC, and such  financial  statements and reports are  incorporated  by reference
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

                                 LEGAL OPINIONS

      The  legality  of the Shares  offered  hereby has been passed upon for the
Company by Frances Katz Levine,  Esq., 621 Clove Road,  Staten Island, NY 10310.
Ms.  Levine,  serves as corporate  and  securities  counsel to the Company.  Ms.
Levine is the record and beneficial owner of approximately 6.2% of the Company's
issued and outstanding common stock.


                                       24
<PAGE>

                                 INDEMNIFICATION

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").  Pursuant  thereto,  the Company  indemnifies its officers,
directors,  employees and agents to the fullest extent  permitted for losses and
expenses  incurred by them in connection with actions in which they are involved
by reason of their having been directors,  officers, employees, or agents of the
Company. Section 145 permits a corporation to indemnify any person who is or has
been a director, officer, employee, or agent of the corporation or who is or has
been serving as a director,  officer,  employee or agent of another corporation,
organization,  or  enterprise  at the  request of the  corporation,  against all
liability  and  expenses  (including  but not  limited  to  attorneys'  fees and
disbursements  and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties)  incurred or paid in connection with any action,  suit or
proceeding,   whether  civil,  criminal,   administrative,   investigative,   or
otherwise,  in which he or she may be  involved by reason of the fact that he or
she served or is serving in these  capacities,  if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no cause o believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation  to procure a recovery  or judgment  in its favor,  the  corporation
shall not  indemnify  such  person in respect of any claim issue or matter as to
which  such  person  has been  adjudged  to be  liable  to the  corporation  for
negligence  or  misconduct  int  he  performance  of  his  or  her  duty  to the
corporation,  except for such  expenses as the Court may allow.  Any such person
who has been wholly  successful  on the merits or otherwise  with respect to any
such claim,  action,  suit or proceeding or with respect to any claim,  issue or
matter  therein,  shall be  indemnified  as of right  against  all  expenses  in
connection therewith or resulting therefrom. The effect of this provision in the
certificate  of  incorporation  is to eliminate the rights of the Registrant and
its  stockholders  (through  stockholders'  derivative  suits on  behalf  of the
Registrant)  to  recover  monetary  damages  against a  director  for  breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.


                                       25
<PAGE>

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.


                                       26
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents are incorporated by reference in this registration
statement.

(a)   Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended June
      30, 1997,  filed pursuant to Section 15(d) of the Securities  Exchange Act
      of 1934, as amended (the "Exchange Act").

(b)   Registrant's  quarterly  reports on Forms  10-QSB for the fiscal  quarters
      ended  September 30, 1997,  December 31, 1997,  and March 31, 1998,  filed
      pursuant to Section  15(d) of the Exchange Act, and  Registrant's  Current
      Reports on Form 8-K,  dated July 11, 1998,  (filed with the  Commission on
      August 13, 1998),  February 3, 1998 (filed with the Commission on February
      17, 1998), and May 27, 1998 (filed with the Commission on August 3, 1998)

      All documents  filed by the Registrant  pursuant to Section 13(a),  13(c),
14, and 15(d) of the Securities  Act and Sections  13(a),  13(c),  and 14 of the
Exchange  Act after  the date of this  registration  statement  and prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates  that all  securities  offered  hereunder  have  been  sold,  or which
deregisters  all  securities  then  remaining  unsold  under  this  registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  The Class A Stock may be issued from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted by law, as shall be stated and expressed in the resolution or


                                       27
<PAGE>

resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

      Registrant's  board of directors may  determine the times when,  the terms
under which and the consideration  for which Registrant shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by Registrant.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of Registrant.

Item 5.  Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its  corporate  and  securities  counsel.  She  resigned  her  positions as a
director  and  as  Secretary  of  the  Registrant  on  December  22,  1996.  Her
resignation was not caused by any disagreement with the Registrant on any matter
relating to the Registrant's  operations,  policies, or practices. Ms. Levine is
the record and beneficial owner of approximately 6.2% of the Registrant's issued
and outstanding common stock.


                                       28
<PAGE>

Item 6.  Indemnification of Directors and Officers.

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").  Pursuant  thereto,  the Company  indemnifies its officers,
directors,  employees and agents to the fullest extent  permitted for losses and
expenses  incurred by them in connection with actions in which they are involved
by reason of their having been directors,  officers, employees, or agents of the
Company. Section 145 permits a corporation to indemnify any person who is or has
been a director, officer, employee, or agent of the corporation or who is or has
been serving as a director,  officer,  employee or agent of another corporation,
organization,  or  enterprise  at the  request of the  corporation,  against all
liability  and  expenses  (including  but not  limited  to  attorneys'  fees and
disbursements  and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties)  incurred or paid in connection with any action,  suit or
proceeding,   whether  civil,  criminal,   administrative,   investigative,   or
otherwise,  in which he or she may be  involved by reason of the fact that he or
she served or is serving in these  capacities,  if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no cause o believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation  to procure a recovery  or judgment  in its favor,  the  corporation
shall not  indemnify  such  person in respect of any claim issue or matter as to
which  such  person  has been  adjudged  to be  liable  to the  corporation  for
negligence  or  misconduct  int  he  performance  of  his  or  her  duty  to the
corporation,  except for such  expenses as the Court may allow.  Any such person
who has been wholly  successful  on the merits or otherwise  with respect to any
such claim,  action,  suit or proceeding or with respect to any claim,  issue or
matter  therein,  shall be  indemnified  as of right  against  all  expenses  in
connection therewith or resulting therefrom. The effect of this provision in the
certificate  of  incorporation  is to eliminate the rights of the Registrant and
its  stockholders  (through  stockholders'  derivative  suits on  behalf  of the
Registrant)  to  recover  monetary  damages  against a  director  for  breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.


                                       29
<PAGE>

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.

Item 7.   Exemption From Registration Claimed.

      The 95,057 shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholder  were  acquired by him  pursuant to the terms of his
employment  agreement,  dated  as of June 22,  1998  (the  "Rapfogel  Employment
Agreement").  The Rapfogel  Employment  Agreement is an individually  negotiated
written  compensation  agreement  pursuant  to  which  the  Selling  Shareholder
rendered  bona  fide  services  not in  connection  with  the  offer  or sale of
securities in a capital  raising  transaction.  Such  agreement  constituted  an
Employee Benefit Plan, as defined in Rule 405 of the Securities Act of 1933. The
Rapfogel  Employment  Agreement  is  sometimes  referred to  hereinafter  as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder are "restricted  shares" insofar as they were issued under
an employee  benefit plan pursuant to a Securities Act exemption  prior to their
inclusion  in a  registration  statement  on Form  S-8,  of which  this  Reoffer
Prospectus is a part.

      With respect to the issuance of the Shares:

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

(ii)  The Selling  Shareholder  was, at the time of acquisition,  an employee of
      Registrant;  As such,  he had  continuing  direct  access to all  relevant
      information   concerning  the  Registrant  and  was  therefore  completely
      knowledgeable with respect to the affairs of Registrant.

(iii) The Selling  Shareholder advised Registrant that the Shares were purchased
      for investment and without a view to their resale or  distribution  unless
      subsequently


                                       30
<PAGE>

      registered and  acknowledged  that they were aware of the  restrictions on
      resale  of  the  Shares  absent   subsequent   registration  and  that  an
      appropriate  legend  would be placed on the  certificates  evidencing  the
      Shares  reciting  the  absence  of their  registration  under  the Act and
      referring to the restrictions on their transferability and resale.

(iv)  The Selling Shareholder has such knowledge and experience in financial and
      business  mattes that he is capable of evaluating  the merits and risks of
      such investment and is able to bear the economic risk thereof.

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


                                       31
<PAGE>

Item 8.  Exhibits.

      The  exhibits  filed as a part of this  Report or  incorporated  herein by
reference are as follows:

Exhibit No.     Item
-----------     ----

5.1             Opinion of Frances Katz Levine,  Esq., regarding the legality of
                the  securities  being   registered   under  this   Registration
                Statement.

10.1            Employment   Agreement   dated  as  of  June  22,  1998  between
                Registrant and Scott Rapfogel

24.1            Consent of Nevoso, Pivirotto, Pinkham & Foster, Certified Public
                Accountants, LLC Independent Auditors for the Registrant.

24.2            Consent of Frances Katz Levine, Esq., counsel for the Registrant
                (set forth in the opinion of counsel included as Exhibit 5.1).

---------------------


                                       32
<PAGE>

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement.

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing


                                       33
<PAGE>

provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.


                                       34
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 24th day
of August, 1998.

                                                  THE TIREX CORPORATION

                                                  By /s/ Terence C. Byrne
                                                     ---------------------------
                                                  Terence C. Byrne, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                          Title               Date
         ---------                          -----               ----

   /s/ Terence C. Byrne                President,                August 24, 1998
-----------------------------          Principal Executive and
  Terence C. Byrne                     Financial Officer      

   /s/ Michel Massicotte               Controller                August 24, 1998
-----------------------------       
  Michel Massicotte                    

A Majority of the Board of Directors

   /s/ Terence C. Byrne                Director                  August 24, 1998
-----------------------------
  Terence C. Byrne

   /s/ Louis V. Muro                   Director                  August 24, 1998
-----------------------------
  Louis V. Muro

   /s/ John L. Threshie, Jr.           Director                  August 24, 1998
-----------------------------
  John L. Threshie, Jr.

   /s/ Louis Sanzaro                   Director                  August 24, 1998
-----------------------------
  Louis Sanzaro


                                       35
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                   Item                                          Page
-----------                   ----                                          ----
                                                                            
5.1                  Opinion of Frances Katz Levine, Esq.                   
                     regarding the legality of the securities               
                     being registered under this Registration               
                     Statement                                                37

10.1                 Employment Agreement dated as of June                  
                     22, 1998 between Registrant and                        
                     Scott Rapfogel                                          (1)
                                                                            
24.1                 Consent of Nevoso, Pivirotto, Pinkham                  
                     & Foster, Certified Public Account, LLC,               
                     Independent Auditors for the Registrant                  39
                                                                            
24.2                 Consent of Frances Katz Levine, Esq.,                  
                     the counsel for the Registrant (set                    
                     forth in the opinion of counsel included             
                     as Exhibit 5.1)

(1)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as Exhibit 10.3, to Registrant's  Current Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.


                                       36
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 113027}]
{"company-data": {"conformed-name": "TIREX CORP", "cik": "0000823072", "assigned-sic": "3550", "irs-number": "3282985", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62197", "film-number": "98697384"}, "business-address": {"street1": "740 ST MAURICE STE 201", "city": "MONTREAL QUEBEC", "state": "A8", "zip": "H4R1W4", "phone": "5148780727"}, "former-company": {"former-conformed-name": "TIREX AMERICA INC", "date-changed": "19940715"}}
As filed with the Securities and Exchange Commission on August 25, 1998
                                                       Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                               3282985
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

    740 St. Maurice, Suite 201
         Montreal, Quebec                                         H3C 1L5
(Address of Principal Executive Offices)                         (Zip Code)

                              EMPLOYMENT AGREEMENT
                             BETWEEN REGISTRANT AND:
                                 SCOTT RAPFOGEL
                            (Full title of the Plan)

                               Frances Katz Levine
                                 621 Clove Road
                             Staten Island, NY 10310
           (Name and address, including zip code of agent for service)

                                 (718) 981-8485
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
                                           Proposed Maximum   Proposed Maximum     Amount of
Title of Securities          Amount to be   Offering Price   Aggregate Offering   Registration
 to be Registered            Registered       per Share*           Price*             Fee
----------------------------------------------------------------------------------------------
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to Compensation
Agreement With
Scott Rapfogel                 95,057            $.20            $19,011.40         $  5.76
----------------------------------------------------------------------------------------------
         TOTAL                 95,057            $.20            $19,011.40         $100.00

==============================================================================================
* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on August 21, 1998.
Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)

         Form S-3 Item No. and Heading                   Heading in Prospectus
         -----------------------------                   ---------------------

1.  Forepart of the Registration Statement and
        Outside Front Cover Page of Prospectus .....   Outside Front Cover Page

2.  Inside Front and Outside Back Cover
        Pages of Prospectus.........................   AVAILABLE INFORMATION;
                                                        REPORTS TO SHAREHOLDERS;
                                                        INCORPORATION OF CERTAIN
                                                        DOCUMENTS BY REFERENCE;
                                                        TABLE OF CONTENTS

3.  Summary Information, Risk Factors and
        Ratio of Earnings to Fixed Charges             Outside Front Cover Page;
                                                       THE COMPANY; RISK FACTORS

4.  Use of Proceeds.................................   Not Applicable

5.  Determination of Offering Price.................   Outside Front Cover Page;
                                                       PLAN OF DISTRIBUTION

6.  Dilution........................................   Not Applicable

7.  Selling Security Holders........................   SELLING SHAREHOLDER

8.  Plan of Distribution............................   Outside Front Cover Page;
                                                       PLAN OF DISTRIBUTION

9.  Description of Securities to be Registered         DESCRIPTION OF SECURITIES

10. Interests of Named Experts and Counsel             EXPERTS; LEGAL OPINIONS

11. Material Changes................................   Not Applicable

12. Incorporation of Certain Information
        by Reference................................   INCORPORATION OF CERTAIN
                                                         DOCUMENTS BY REFERENCE

13. Disclosure of Commission Position
        on Indemnification For Securities
        Act Liabilities.............................   INDEMNIFICATION

                                       2
R E O F F E R
P R O S P E C T U S

--------------------------------------------------------------------------------

                                  95,057 Shares

                                   ----------

                              THE TIREX CORPORATION

                                  Common Stock
                                 $.001 Par Value

                                   ----------

      The shares of common stock offered hereby (the "Shares") are being sold by
Scott Rapfogel,  a shareholder of The Tirex  Corporation  (the  "Company");  Mr.
Rapfogel is hereinafter  referred to as the "Selling  Shareholder".  The Company
will not  receive any of the  proceeds  from the sale of the common  stock.  The
common  stock is traded  in the  over-the-counter  market,  as  reported  in the
Over-The-Counter  Electronic  Bulletin  Board  of the  National  Association  of
Securities Dealers ("Bulletin  Board"). On August 21, 1998, the high ask and low
bid prices of the Company's common stock, as quoted on the Bulletin Board,  were
$.21 and $.19 per share, respectively. The Selling Shareholder proposes to offer
his Shares for sale in the  over-the-counter  market through customary brokerage
channels at the then-current market price. See "Plan of Distribution".

                                   ----------

            THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"

                                   ----------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                 The date of this Prospectus is August 25, 1998

                                       1
AVAILABLE INFORMATION

      The Company is subject to the information requirements of Section 15(d) of
the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),  and in accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 1100 L Street, N.W. Room 6101, Washington,  D.C.
20005;  26 Federal Plaza,  Room 1100,  New York, New York 10007;  10960 Wilshire
Boulevard,  Suite 1710, Los Angeles,  California  90024;  and 219 South Dearborn
Street, Room 1228,  Chicago,  Illinois 60604; and copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 500 North
Capital Street, N.W., Washington, D.C. 20549 at prescribed rates.

                             REPORTS TO SHAREHOLDERS

      The  Company  intends  to  furnish  to  its  shareholders  annual  reports
containing  audited financial  statements  together with an opinion with respect
thereto by its independent certified public accountants.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company  hereby  incorporates  by  reference  in this  Prospectus  the
Company's  annual report on Form 10-KSB for its fiscal year ended June 30, 1997,
filed  pursuant to Section 15(d) of the Exchange  Act, the  Company's  quarterly
reports on Forms  10-QSB for the  fiscal  quarters  ended  September  30,  1997,
December 31,  1997,  and March 31, 1998 filed  pursuant to Section  15(d) of the
Exchange Act, the Company's  Current  Reports on Form 8-K,  dated July 11, 1997,
February 3, 1998, and May 27, 1998 filed on August 13, 1997,  February 17, 1998,
and August 3, 1998  respectively,  and all other  reports,  if any, filed by the
Company pursuant to Section 13(a) for 15(d) of the Exchange Act since the end of
the fiscal year ended June 30, 1997.

      All reports and definitive proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this  Prospectus  and prior to the  termination of the offering of the Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modified or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

      Any person  receiving a copy of this Prospectus may obtain without charge,
upon request,  a copy of any of the documents  incorporated by reference herein,
except for the  exhibits  to such  documents.  Requests  should be  directed  to
Terence C. Byrne, The Tirex Corporation,  740 St. Maurice,  Suite 201, Montreal,
Quebec Canada, H3C 1L5.

                                       2
TABLE OF CONTENTS
                                                                            Page
                                                                            ----

Available Information..........................................................2

Reports to Shareholders........................................................2

Incorporation of Certain Documents
  by Reference.................................................................2

The Company....................................................................5

Risk Factors

  1.  Development Stage Company - No Assurance
        as to Future Profitable Operations....................................10

  2.  Need for Substantial Additional
        Capital...............................................................11

  3.  Going Concern Assumption................................................12

  4.  No Guarantee of Product
        Acceptance in Market..................................................12

  5.  Dilutive and Other Adverse Effects
        of Debentures and Warrants and Presently
        Outstanding Options...................................................12

  6.  Proposed Public Offering:
        Reverse Split.........................................................14

  7.  Dependence on Major Customer............................................15

  8.  Uncertainty of Product and
        Technology Development:
        Technological Factors.................................................15

  9.  Protection of Tirex Proprietary
        Technology and Potential Infringement.................................15

 10.   Limited Public Market..................................................16

                                       3
11.   Applicability of "Penny Stock Rules"
          to Broker-Dealer Sales of
         Company Common Stock.................................................17

 12.   Experience of Management...............................................17

 13.   Dependence on Key Personnel............................................18

 14.   Regulatory and Environmental Considerations............................18

 15.   Production and Supply..................................................19

 16.   Technological Changes..................................................19

 17.   Competition............................................................20

 18.   Liability Insurance....................................................20

 19.   No Dividends and None Anticipated......................................20

 20.   Authorization of Preferred Stock.......................................20

Selling Shareholder...........................................................21

Plan of Distribution..........................................................23

Description of Securities.....................................................23

Experts.......................................................................24

Legal Opinions................................................................24

Indemnification...............................................................25

                                       4
THE COMPANY

      The  Tirex  Corporation  (hereinafter,   the  "Company"  or  "Tirex")  was
incorporated in Delaware on August 19, 1987 under the name "Concord Enterprises,
Inc." Its name was changed to  "Stopwatch  Inc." on June 20,  1989(1) and to the
"Tirex  America Inc." on March 10, 1993. On July 11, 1997, in order to encompass
the current and projected  international scope of its operations,  the Company's
name was changed to "The Tirex Corporation".  The Company,  directly and through
its  subsidiary  "3143619  Canada  Inc.",(2) is  presently  engaged in the early
stages of the  business  of  manufacturing,  selling,  and  leasing  a  patented
cryogenic tire disintegration system which it has developed (the "TCS-1 System")
which  integrates  its  patented  disintegration   technology  with  established
conventional mechanical technologies.

      The  Company  acquired  its  core  technology,  based  upon  which  it has
developed its patented  cryogenic  tire  disintegration  technology  (the "Tirex
Technology"),  in the fall of  1992(3).  Since  the  beginning  of 1993,  it has
devoted the bulk of its efforts to completing  the design and  development,  and
commencing  the  manufacture,  of the TCS-1  System and  raising  the  financing
required for such  project.  In August of 1995,  the Company moved its corporate
headquarters to Quebec and formed its subsidiary, 3143619 Canada Inc. (known and
doing business,  and hereinafter  referred to, as "Tirex Canada R&D Inc.").  The
Company began taking orders on the TCS-1 System in October of 1995 and, to date,
has received refundable deposits of $25,000 each on five Systems. Part of one of
the five Systems on which the Company has taken  deposits has been delivered and
paid for with the balance of such System to be delivered when completed(4).  The
Company has located and entered  into written and oral  agreements  with various
engineering and  manufacturing  subcontractors  and component  suppliers,  which
Management believes will

----------
(1)   For a discussion of the merger with  Stopwatch,  the  healthcare  business
      which was intended, but was never commenced, by Stopwatch, and the reasons
      for the termination of the Stopwatch  business plan,  reference is made to
      Item 1 of  Registrant's  annual  report on Form 10-K for the  fiscal  year
      ended  December  31,  1988,  its  transition  report  on Form 10-K for the
      transition  period  ended June 30,  1989,  and its  annual  report on Form
      10-KSB for the fiscal year ended June 30, 1995.

(2)   Unless context necessarily requires otherwise,  references  hereinafter to
      the "Company" refer to The Tirex Corporation and its subsidiary,  Canadian
      Corporation 3143619 (known and doing business as "Tirex Canada R&D Inc."),
      collectively.

(3)   For  discussions  in  detail  of the  Company's  acquisition  of the Tirex
      Technology and the associated  corporate and management changes which took
      place between the autumn of 1992 and January of 1995, reference is made to
      the discussions thereof included in Item I of the Company's annual reports
      of Forms  10-KSB for the  fiscal  years  ended June 30,  1995 and June 30,
      1996.

(4)   Construction  of  this  System  began  in  February  of  1997  and  it was
      anticipated  that  delivery  would occur on or before  September 15, 1997.
      However,  completion  of the System  was,  and  remains,  subject to delay
      because of the limited funds  available for such purpose.  The Company was
      able to complete and deliver the fully automated front-end sidewall cutter
      and  debeader  module  of this  System  by  January  of 1998,  when it was
      accepted  and paid for by the  purchaser.  The parties  rescheduled  a new
      delivery  date for the  balance of the  System,  which  occurred in May of
      1998.

                                       5
supply it with sufficient  production capacity to meet all current and projected
orders, on a timely basis,  commencing upon  satisfactory  completion of testing
operations of the initial TCS-1 System.

Recent Financing Activities

The Type A Private Placement

      Between  November 5, 1997 and May 11,  1998,  the Company  offered to sell
(the "Type A Private  Placement")  through H.J. Meyers & Co., Inc., as placement
agent  (the  "Placement  Agent"),  28 Units,  (the "Type A Units") at a price of
$25,000  per  Unit,   each  Type  A  Unit  consisting  of  one  10%  Convertible
Subordinated  Debenture  in  the  principal  amount  of  $25,000  (the  "Type  A
Debentures")  and 100,000  warrants  (the "Type A Warrants")  to purchase a like
number  of  shares  of the  Common  Stock of the  Company  (the  "Type A Warrant
Shares").  The Type A Private  Placement  was  terminated by the Company and the
Placement  Agent on May 11, 1998 upon the sale on April 9, 1998 of twenty Type A
Units to two purchasers, yielding gross proceeds of $500,000 and net proceeds of
$433,500   after  payment  of  the  Placement   Agent's  $10%   commission,   3%
nonaccountable expense allowance,  and an escrow agent's fee of $1,500. The Type
A Private  Placement  was  effected  in  reliance  upon the  availability  of an
exemption  from the  registration  provisions of the Securities Act by virtue of
compliance  with the  provisions of Section 4(2) of the  Securities Act and Rule
506 of Regulation D thereof ("Rule 506"). The Type A Units were offered and sold
to  a  limited  number  of  sophisticated   investors  who  understood  and  are
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss  of  such  investment,  and  who are
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.

      The 2,000,000  outstanding  Type A Warrants are  exercisable at a price of
$.001  per  share,  commencing  on the day  following  the  effective  date (the
"Effective  Date") of the  Company's  registration  statement  on Form SB-2 (the
"Registration  Statement")  which was initially  filed with the  Securities  and
Exchange  Commission on May 21, 1998. The Company is working  diligently towards
having the  Registration  Statement  declared  effective but cannot say with any
certainty when such will occur. The Type A Debentures are convertible commencing
on the day  following  the  Effective  Date of the  Registration  Statement at a
conversion  ratio of 75% of market price.  The  Debentures are redeemable at any
time after issuance at 125% of face value.

      The Company's sale of the 2,000,000 Type A Warrant Shares  pursuant to the
exercise  of the Type A Warrants  and the  Company's  issuance  of shares of its
Common Stock  pursuant to the  conversion of the Type A Debentures  (the "Type A
Debenture Shares"), are being registered by way of inclusion in the Registration
Statement.  The Type A Warrant  Shares and the Type A Debenture  Shares,  to the
extent that they are acquired from the Company, may be offered and resold by the
holders thereof,  from time to time, as market conditions permit in transactions
in the over-the-counter market, in negotiated transactions,  or a combination of
such methods of sale,  at fixed prices  which may be changed,  at market  prices
prevailing at the time of sale, at prices  relating to prevailing  market prices
or at negotiated prices.

The Type B Private Placement

      On January 7, 1998, The Company issued a total of 3,305,000  shares of its
common stock to thirty-six  persons,  none of whom had any affiliation  with the
Company. These issuances were

                                       6
made pursuant to the terms of a merger  agreement by and among the Company,  the
Company's  wholly-owned  subsidiary Tirex  Acquisition  Corp.  ("TAC"),  and RPM
Incorporated  ("RPM")  respecting  the merger of RPM with and into TAC (the "RPM
Merger").

      The RPM Merger Agreement was effective on January 7, 1998, concurrent with
the initial closing of a private placement of its securities which had been made
by RPM (the "RPM Private  Placement")  in which RPM offered to sell units of its
securities  (the "RPM Units"),  each such Unit consisting of one 10% Convertible
Subordinated Debenture in the principal amount of $10,000 (the "RPM Debentures")
and 10,000  shares of the Common Stock of RPM.  Such initial  closing took place
upon the sale of 30.5 RPM Units. The RPM Private  Placement was continued by the
Company after the Merger as the "Type B Private Placement",  described below. In
effectuation of the RPM Merger, the Company:

      (i)   exchanged one share of its common stock ("Merger  Shares") for every
            issued and  outstanding  share of RPM common stock  (which  included
            305,000  shares  sold in the RPM  Private  Placement  and  3,000,000
            shares  which  had  been  issued  and   outstanding   prior  to  the
            commencement of the RPM Merger); and

      (ii)  assumed RPM's  liabilities and obligations under 30.5 RPM Debentures
            in  the  aggregate  principal  amount  of  $305,000  which  RPM  had
            theretofore sold in the RPM Private Placement;

      All of the net proceeds from the RPM Private Placement ($276,085) remained
in RPM when it was merged into TAC, which was the surviving entity.

      From the date of the RPM Merger until May 11, 1998, the Company  continued
the RPM Private  Placement  through the  Placement  Agent as the "Type B Private
Placement,  offering the balance of the  securities  which had  originally  been
offered by RPM,  with the exchange of RPM Common Stock for Company  common stock
and the Company's assumption of the RPM debentures being deemed to have occurred
concurrently  with  the RPM  Merger.  Units  sold by the  Company  in the Type B
Private  Placement  (the "Type B Units") were  identical to the RPM Units except
that the Type B  Debentures  were issued  directly by the Company and the 10,000
share  component of the Unit consisted of shares of the Company's  common stock.
Pursuant thereto, between January 23, 1998 and May 11, 1998, the Company sold 23
Type B Units,  consisting in the aggregate of 230,000 shares of its common stock
and  twenty-three  10% convertible  Debentures,  each in the principal amount of
$10,000, to 21 private investors, who had no affiliation with the Company.

      All of the  Type B  Debentures  and the RPM  Debentures,  which  had  been
assumed by the Company  (referred to  collectively,  hereinafter  as the "Type B
Debentures"),  were amended prior to the filing of the Registration Statement to
provide for: (i) the registration of the shares (the "Type B Conversion Shares")
issuable upon the  conversion of the  Debentures;  (ii) the  termination  of the
holder's right to convert the Type B Debentures,  effective the day  immediately
prior to the filing of the Registration Statement, and the commencement of a new
conversion  period  as of the  date  following  the  effective  date of the said
Registration  Statement;  and (iii)  restrictions  on the transfer of the Type B
Conversion Shares until the first to occur of: (a) six months from the effective
date  of the  Registration  Statement,  or (b) one  year  from  the  date of the
issuance of the Debenture.  The Type B Debentures are  convertible at a ratio of
one share for every $0.20 of the principal amount of the Debenture plus interest
earned  thereon from the date of issuance.  The Type B Debentures are redeemable
at face value plus all earned interest from the date of

                                       7
issuance on the first to occur of: (i) two years from the issue date or (ii) the
completion and closing of a public offering of its securities by the Company.

      Issuances  of  shares  of  the  Company's  common  stock  pursuant  to the
conversion of the Type B Debentures and the RPM  Debentures,  which were assumed
by the Company in the Merger,  are being  registered  by way of inclusion in the
Registration Statement.

Merger with RPM Incorporated

      3,000,000 shares (the  "Pre-Placement RPM Shares") of the 3,305,000 shares
of RPM Common Stock for which the Company issued Merger Shares,  constituted all
of the shares of RPM Common Stock which were issued and outstanding prior to the
commencement of RPM Private Placement. These shares were exchanged for 3,000,000
Merger Shares in consideration of RPM's waiver of certain consulting fees in the
amount of $4,000 per month,  accrued prior and subsequent to the Merger pursuant
to the terms of a certain five-year  consulting  agreement,  dated June 9, 1997,
among RPM, the Company, and two individuals who were, prior to the Merger, RPM's
principal  shareholders,  officers, and directors.  None of the RPM Shareholders
had any  affiliation  of any kind with the Company  prior to or after the Merger
(except  insofar as they have become  shareholders of the Company as a result of
the said Merger).  Based upon  information  provided by the recipients  (the RPM
Shareholders")  of the above  described  3,305,000  shares  of Common  Stock and
advice  from  the  principals  of RPM and the  opinion  of  RPM's  counsel,  all
3,000,000 of the  Pre-Placement RPM Shares were acquired by the RPM Shareholders
prior to March 31, 1997; all of the RPM Shareholders are "accredited  investors"
as that term is defined in Rule 501(a) of the  Securities  Act; all 3,305,000 of
the shares of RPM common stock (including the  Pre-Placement  RPM Shares as well
as the RPM Shares sold in the RPM Private  Placement)  which were  exchanged for
Merger  Shares  were  acquired  in  transactions  which  were  exempt  from  the
registration  requirements  of Section 5 of the Securities  Act available  under
Rule 506 of Regulation D thereof, which would not be integrated, as such term is
defined in Section  502(a) of  Regulation D under the  Securities  Act, with the
distribution  of the  Merger  Shares  to the RPM  Shareholders,  so as to render
unavailable,  for  such  distribution,   the  exemption  from  the  registration
provisions of the Securities Act under Rule 506 of Regulation D.

      Sales made in the RPM Private  Placement and the Type B Private  Placement
and the exchange of shares in the Merger were effected in  compliance  with Rule
506 to a limited  number of  sophisticated  investors  who  understood  and were
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss of  such  investment,  and who  were
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.

The Type C Private Placement

      On May 11, 1998,  the Company  completed a private  placement (the "Type C
Private Placement") made directly by the Company, with all offers and sales made
by officers of the Company,  of a total of  11,710,000  shares of the  Company's
Common  Stock  (the  "Type C  Shares")  at a price of $.10 per  share,  yielding
proceeds of $1,171,000,  without deducting nominal incidental  expenses incurred
in  connection  with the  offering.  As was the case  with the Type A and Type B
Private Placements, the Type C Private Placement was effected in compliance with
Rule 506 and the Type C Shares were offered and sold only to a limited number of
sophisticated   investors  who  understood  and  were  economically  capable  of
accepting the risks associated with

                                       8
a speculative  investment,  including the complete loss of such investment,  and
who were "Accredited  Investors"  within the meaning  prescribed by Regulation D
and Rule 501 of the Securities Act.

      The  11,710,000  Type C Shares  which were sold are being  registered  for
re-sale to the public by the holders  thereof by way of their  inclusion  in the
Registration Statement.

      For a discussion of the possible dilutive  effects,  which may result from
the above described financing  activities and other existing factors,  reference
is made to Risk Factor No. 6 "Dilutive and Other  Adverse  Effects of Debentures
and Warrants and Presently Outstanding Options", below.

      The Company's  principal executive offices are located at 740 St. Maurice,
Suite 201, Montreal, Quebec H3C 1L5. Its telephone number is (514) 878-0727.

                                       9
RISK FACTORS

      Prospective  investors  should  carefully  consider all of the information
contained in this Prospectus  before deciding whether to purchase Shares and, in
particular,   the  factors  set  forth  below.  Information  contained  in  this
Prospectus contains "forward-looking  statements" which can be identified by the
use  of  forward-looking  terminology  such  as  "believes",  "expects",  "may",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable  terminology or by discussions of strategy. No assurance can be given
that the  future  results  covered  by the  forward-looking  statements  will be
achieved.  The following Risk Factors  include,  among other things,  cautionary
statements  with  respect  to  certain  forward-looking  statements,   including
statements of certain risks and uncertainties that could cause actual results to
vary  materially  from the future  results  referred to in such  forward-looking
statements.

      As a new enterprise,  the Company is likely to remain subject to risks and
occurrences  which management is unable to predict with any degree of certainty,
and for which it is unable to fully  prepare.  While  the  Company  expects  its
revenues to increase as manufacturing  operations  respecting the TCS-1 develop,
new products are introduced,  and maintenance and rubber brokerage  services are
initiated  significant  additional  expenses will be incurred in developing  and
marketing  its products and in providing  its contract  services.  Growth in the
Company's  business  could be  expected  to be  accompanied  by  strains  on the
Company's  administrative,  financial  and  operating  resources.  The Company's
ability to manage growth  effectively  will require it to continue to expand and
improve its  operational,  financial,  and  management  controls,  and to train,
motivate and manage its employees.  In any event, there is no assurance that the
Company will achieve revenue growth sufficient to offset  anticipated  increases
in costs,  nor is there any  assurance  that the Company will be  successful  in
overcoming problems associated with unforeseen costs and competition,  technical
problems associated with new products and technology,  and other risks which all
business  ventures face and which could be especially acute for a relatively new
company  attempting to establish and expand its business in a highly competitive
industry characterized by rapid technological and market development and change.
For  all of the  foregoing  reasons,  as  well  as the  specified  Risk  Factors
described  below,  any purchase of the Shares should be considered a speculative
investment involving a significant risk of loss.

      1.  Development  Stage  Company;  No  Assurance  as to  Future  Profitable
Operations.  There is no assurance  that the Company will generate net income or
successfully  expand  its  operations  in  the  future.  Because  it is  in  the
development  stage and has had no  significant  operations to date,  the Company
cannot  predict  with  any  certainty  the  future  success  or  failure  of its
operations.  Its proposed operations are subject to all of the risks inherent in
the  establishment  of a new business  enterprise,  including the absence of any
significant operating history. The likelihood of the success of the Company must
be considered in light of the problems,  expenses,  difficulties,  complications
and delays  frequently  encountered  in  connection  with the formation of a new
business and the competitive  environment in which the Company will operate. The
Company has had no  significant  operating  revenues to date and there can be no
assurance of future revenues.  There is limited evidence at this time upon which
to base an assumption that the Company's proposed business will prove successful
or that its proposed TCS- 1 System will be successfully developed, manufactured,
and marketed.  As a consequence,  there is no assurance that the Company will be
able to operate profitably in the future.  Additionally,  the Company has a very
limited  business  history which  investors can analyze to aid them in making an
informed  judgment  as to  the  merits  of an  investment  in the  Company.  Any
investment

                                       10
in the Company  should  therefore be considered a high risk  investment  because
investors will be placing their funds at risk in an unseasoned start-up company.

      2. Need For Substantial Additional Capital. The Company recently completed
and closed certain financing  activities which yielded aggregate net proceeds to
the Company in the amount of  $2,063,795  (see Risk  Factor No. 5 "Dilutive  and
Other  Adverse  Effects of  Debentures  and Warrants and  Presently  Outstanding
Options").  Such  proceeds  (together  with Canadian and Quebec  government  and
governmental  agency  grants and loans,  in various  forms)  have  provided  the
Company with what management believes will be adequate funding to accomplish the
following:  (i) complete and cover all of the  Company's  costs  related to, the
first  production  Model of the TCS-1  System  (the  "Production  Model");  (ii)
renovate the Company's new  manufacturing and assembly facility to bring it into
full compliance with all applicable  provincial and municipal  regulations;  and
(iii) cover the Company's overhead costs and expenses through the end of October
1998.  It should be noted  however that the period of time for which these funds
will be available to cover normal overhead costs could be significantly  reduced
if  the  Company  is  required  to  make  substantial,  presently  unanticipated
expenditures  to correct any flaws or defects in the design or  construction  of
the  Production  Model  which may become  apparent  during the test phase  which
commenced in June 1998 and is expected to be completed in or about October 1998.

      The  Company  continues  to  require  substantial  additional  capital  to
commence  manufacturing and marketing  operations.  The Company's future capital
requirements will depend upon numerous factors, including the amount of revenues
generated  from  operations  (if  any),  the  cost of the  Company's  sales  and
marketing  activities and the progress of the Company's research and development
activities,  none  of  which  can  be  predicted  with  certainty.  The  Company
anticipates that only limited revenues from operations will be available to fund
its operations without  substantial  additional capital.  Further,  although the
Company has signed a Letter of Intent with a  broker-dealer  registered with the
National  Association of Securities  Dealers,  Inc., for the  underwriting  of a
proposed  public  offering  (the  "Proposed  Public  Offering") of the Company's
Common Stock in an amount of not less than $8,000,000, there can be no assurance
that such public  offering  will in fact be effected  and, if effected,  will be
successfully  completed  or,  even if it is  completed,  that the  Company  will
receive adequate  financing from the Proposed Public  Offering.  See Risk Factor
No. 6 "Proposed Public Offering;  Reverse Split." The Company does not currently
have in place,  other current  options to fund its continued  existence.  In the
event that the Proposed  Public Offering does not occur or does not occur within
a  reasonable  time,  the  Company  could be  required  to reduce or suspend its
operations,  seek an acquisition partner or sell securities on terms that may be
highly dilutive or otherwise  disadvantageous to investors purchasing any of the
securities  offered under this  Prospectus.  The Company has  experienced in the
past, and may continue to experience, operational difficulties and delays in its
product development due to working capital constraints. Any such difficulties or
delays could have a material adverse effect on the Company's business, financial
condition and results of operations.  Moreover,  if the Proposed Public Offering
does not occur on a timely basis, the Company may be unable to fund its business
plan and may be forced to cease to operate. In such event,  purchasers of any of
the securities being registered hereby may lose their entire investment.

                                       11
3. Going Concern Assumption. The Company's independent auditors' report on
the Company's  financial  statements for the years ended June 30, 1996 and 1997,
contains an explanatory  paragraph  indicating that: (i) the Company is still in
the  development  stage;  (ii) it  cannot  be  determined  at this time that the
Company's  tire  disintegration  technology  will be  developed  to a productive
stage;  and (iii)  the  Company's  uncertainty  as to its  productivity  and its
ability to raise sufficient capital raise substantial doubt about its ability to
continue as a going concern. In addition, the Company had an accumulated deficit
of  $4,963,490  as at March  31,  1998.  The  Company  may  require  substantial
additional  funds  in the  future,  and  there  can  be no  assurance  that  any
independent  auditors' report on the Company's future financial  statements will
not include a similar  explanatory  paragraph  if the Company is unable to raise
sufficient  funds or generate  sufficient cash from operations to cover the cost
of its  operations.  The existence of the  explanatory  paragraph may materially
adversely  affect the  Company's  relationship  with  prospective  customers and
suppliers,  and therefore could have a material  adverse effect on the Company's
business, financial condition and results of operations.

      4. No  Guarantee of Product  Acceptance  in Market.  The first  production
model  of the  TCS-1  System  has  recently  been  completed  and  is  currently
undergoing  thorough  test  procedures.   There  is  no  history  of  commercial
operations of the TCS-1 System.  There can be no assurance that the TCS-1 System
will be accepted in the market for tire disintegration equipment.  Moreover, the
Company has not conducted  market research that focuses on the potential  demand
for the TCS-1  System to the  exclusion  of other  types of tire  disintegration
equipment. Therefore, the Company is not able to estimate with any assurance the
potential  demand for the TCS-1 System,  if any.  There can be no assurance that
sufficient  market  penetration  can be  achieved so that  projected  production
levels of the TCS-1 System will be absorbed by the market.

      5.  Dilutive  and Other  Adverse  Effects of  Debentures  and Warrants and
Presently  Outstanding Options. The securities which were sold by the Company in
two  of  the  three  Private  Placements  (respectively,  the  "Type  A  Private
Placement" and the "Type B Private Placement"),  which it recently completed and
closed consisted of the following:

      (a)   Twenty  "Type A Units",  each  consisting  of 100,000  common  stock
            purchase  warrants (the "Type A Warrants") to purchase a like number
            of shares of the  Company's  Common  Stock and one 10%  convertible,
            subordinated debenture in the principal amount of $25,000 (the "Type
            A Debentures"). Commencing the day following the effective date (the
            "Effective  Date") of the Company's  Registration  Statement on Form
            SB-2 which was filed with the Securities  Exchange Commission on May
            21, 1998, the Type A Debentures  will be convertible  into shares of
            the Company's Common Stock at a conversion ratio equal to 75% of the
            average of the closing bid prices of the Common Stock,  as quoted in
            the OTC Electronic  Bulletin Board of the NASD,  during the five-day
            period  preceding  the  Company's  receipt of a notice of conversion
            from a Debenture  holder.  Also commencing as at the Effective Date,
            the  Type  B  Warrants  will  be  exercisable  for an  aggregate  of
            2,000,000  shares of Common Stock at an exercise  price of $.001 per
            share.

      (b)   53.5  "Type B  Units",  each  consisting  of  10,000  shares  of the
            Company's  Common  Stock  and  one  10%  convertible,   subordinated
            debenture  in  the   principal   amount  of  $10,000  (the  "Type  B
            Debenture").  Commencing  the day following the Effective  Date, the
            Type B Debentures will be convertible into shares of the

                                       12
Company's  Common Stock at a conversion ratio of one share for every
            $.20 of principal  amount and interest  earned thereon from the date
            of issuance.

      In  addition,  there are  currently  outstanding  additional  options  and
warrants  pursuant to which the Company is  obligated to sell Common  Stock,  as
follows:

      (a)   an option to purchase 235,294,  held by an unaffiliated  consultant,
            exercisable at a price of $.17 per share;

      (b)   (i) options to purchase an aggregate of 213,786, shares, held by two
            unaffiliated  consultants  at an  exercise  price of $.187 per share
            (expire on October 4, 1998);  (ii)  options to purchase an aggregate
            of 250,000 shares to the same two unaffiliated  individuals,  and by
            the spouse of a director of the  Company,  at an  exercise  price of
            $.125 per share (expire on December 31, 1998);  and (iii) options to
            purchase  250,000  shares to the foregoing  three  individuals at an
            exercise price of $.1875 per share (expire on March 31, 1999);

      (c)   an option,  held by one outside director of the Company, to purchase
            20,000 shares of convertible  preferred  stock at a price of $10 per
            share (the "Preferred Option").  If purchased,  such preferred stock
            will be convertible  into shares of the Company's  Common Stock at a
            conversion  ratio  equal to the  number of  shares  of common  stock
            purchasable  for the purchase price of each preferred share ($10) at
            30% of the  market  price  of  the  Common  Stock  at  the  time  of
            conversion.  It is impossible for the Company to predict whether the
            purchase  of the  preferred  shares will occur or, if it does occur,
            what the  conversion  ratio will be when such  preferred  shares are
            converted to Common Stock.  Exercise of the  Preferred  Option would
            require a $200,000  investment on the part of the holder thereof. To
            date,  the Preferred  Option has not been  exercised for any part of
            the  preferred  shares  purchasable  thereunder  and the  Company is
            unable to state whether such option shall ever be exercised; and

      (d)   an option  granted to CG Tire,  Inc.  to purchase a number of shares
            equal,  on a fully  diluted  basis,  to 10% of the total  issued and
            outstanding Common Stock of the Company,  at an exercise price equal
            to fifty  percent  (50%) of the  average  of the  final  bid and ask
            prices of the common stock of the Corporation,  as quoted in the OTC
            Bulletin  Board during the ten business days  preceding the exercise
            date.

      The Company is unable to determine with certainty,  as at the date hereof,
the number of shares,  if any,  which will  actually  be issued  pursuant to the
exercise of any of the foregoing options or warrants or the conversion of any of
the debentures because of several factors, including but not necessarily limited
to the following:  (i) none of the holders of such  securities  have advised the
Company, and the Company is unable to predict, whether, and to what extent, such
persons  will choose to  exercise  their  options or  warrants or convert  their
debentures  to Common Stock  instead of redeeming  them for cash,  and (ii) with
respect to some of the options and debentures,  the exercise price or conversion
ratio, and therefore the number of shares issuable, is dependent upon the market
price of the Common Stock at and around the time of exercise or conversion.

                                       13
Whether or not any of the above described  securities are registered,  the
holders of the convertible Debentures, the Warrants, and the outstanding options
would  have an  opportunity  to profit  from a rise in the  market  price of the
Common  Stock,  if such rise  should  occur,  with a  resulting  dilution in the
interests of the other shareholders.

      The  Company  has  had  no   significant   operating   revenues  to  date.
Additionally, most of its cash assets are needed and are being utilized to cover
the expenses  associated  with the  development  of the TCS-1 System.  Given the
foregoing, the Company periodically pays certain of its financial obligations by
issuing restricted shares of its common stock in lieu of cash, at a discount, in
recognition  of the  sale  and  market  restrictions  applicable  thereto.  Such
issuances result in dilution to the Company's existing shareholders.

      6. Proposed  Public  Offering:  Reverse Split.  The proposed terms for the
proposed  public offering  require that not more than  10,000,000  shares of the
Company's  Common Stock be issued and outstanding  prior to the  commencement of
the public  offering.  There are  presently  74,752,557  shares of the Company's
Common Stock issued and  outstanding,  but, while the Company  considers that it
would be highly  unlikely,  as described  above, in Risk Factor No. 5. "Dilutive
and Other Adverse  Effects of Debentures and Warrants and Presently  Outstanding
Options." if all of the  currently  outstanding  options and warrants were to be
exercised and all of the currently outstanding  debentures were to be converted,
there could be  significantly  more shares of the Company's  Common Stock issued
and  outstanding  prior to the  Proposed  Public  Offering.  While the number of
shares, which the proposed underwriter will allow to be outstanding prior to the
Proposed  Public Offering may be adjusted to reflect a change in the development
and  consequent  valuation  of the  Company,  persons  who  purchase  any of the
securities  being  registered  hereby prior to the  effectuation of such reverse
split should note that, if the Proposed Public Offering is effected,  the number
of such securities may be substantially reduced by the requirement that there be
not more than  10,000,000  shares  of the  Company's  Common  Stock  issued  and
outstanding prior to such offering. This would require a reverse split of all of
the Company's  issued and  outstanding  shares (see "Risk Factor No. 5, Dilutive
and Other Adverse  Effects of Debentures and Warrants and Presently  Outstanding
Options).

      Independent  of the  proposed  public  offering,  the  Company  believes a
reverse stock split will benefit the Company and its  shareholders  and as such,
whether or not in  connection  with the proposed  public  offering,  the Company
intends to effect a reverse stock split in the near future. The Company believes
that a decrease in the number of shares of common stock outstanding  without any
material  alteration  of the  proportionate  economic  interest  in the  Company
represented by individual shareholdings may increase the price of such shares to
a price more  appropriate  for an  exchange  listed or NASDAQ  listed  security,
although no  assurance  can be given that the market  price of the common  stock
will rise in  proportion to the  reduction in the number of  outstanding  shares
resulting  from any reverse  split or that the Company  will in fact  achieve an
exchange or NASDAQ listing at any time following such reverse split. The Company
also believes a reverse split and the expected  market price increase  resulting
therefrom,  may increase the  marketability  of the Company's common stock given
the reluctance of many brokerage firms and institutional  investors to recommend
lower  priced  stocks to their  clients or to hold them in their own  portfolios
although no assurance can be given that this would prove to be the case.

                                       14
7. Dependence on Major  Customer.  To date the Company has received orders
for eleven TCS-1  Systems,  eight of which were ordered by  Ocean/Ventures  III,
Inc.("O/V  III") of Toms  River,  New  Jersey  ("O/V  III") and one of which was
ordered by Oceans Tire Recycling & Processing  Co., Inc.  ("OTRP").  O/V III and
OTRP are New  Jersey  corporations  affiliated  with each other  through  common
control. The loss of either or both of these two customers would have an adverse
effect on the Company.

      8.  Uncertainty  of  Product  and  Technology  Development:  Technological
Factors.  The Company has completed  development and construction,  of the first
production  model of the TCS- 1 System.  The Company's  success will depend upon
the TCS-1 System's  meeting  targeted  performance  and cost  objectives and its
timely introduction into the marketplace. Such an outcome will be subject to all
of the risks  inherent in the  development  of a new product,  technology,  and,
business, including unanticipated delays, expenses, and difficulties, as well as
the possible  insufficiency of funding to complete  development (see Risk Factor
No.  2 "Need  for  Substantial  Additional  Capital",  above).  There  can be no
assurance  that  under  commercial  usage  conditions,  the  TCS-1  System  will
satisfactorily  perform  the  functions  for  which  it has  been  designed  and
constructed,  that it will meet applicable price or performance  objectives,  or
that unanticipated technical or other problems will not occur which would result
in increased costs or material delays in establishing the Company's  business at
a profitable  level.  There can be no  assurance  that,  despite  testing by the
Company,  problems  will  not be  encountered  in the  TCS-1  System  after  the
commencement of commercial  manufacture and sales, resulting in loss or delay in
market acceptance.

      9. Protection of Tirex Proprietary Technology and Potential  Infringement.
The success of the Company's  proposed business depends in part upon its ability
to protect its  proprietary  technology and the proposed TCS-1 System which will
utilize  such  technology.  On  December  18,  1996,  the Company  filed  patent
applications  with the United States  Patent and Trademark  Office in the United
States and with the proper  authorities in Canada.  On April 7, 1998, the patent
was  issued  by the U.  S.  Patent  Office.  The  patent  covers  the  Company's
disintegration  technology.  The  Company  expects  the  Canadian  patent on the
Company's disintegration  technology to be issued in the near future although it
cannot say with  certainty  when this may occur.  Prior to obtaining its patent,
the Company  relied on trade  secrets,  proprietary  know-how and  technological
innovation to develop its technology and the designs and  specifications for the
TCS-1 System.  Except where the terms of their employment  agreements would make
it redundant or, in the sole  discretion of  management,  it is determined  that
because of the  nontechnical  nature of their duties,  such  agreements  are not
necessary or  appropriate,  the Company  has,  and will  continue to, enter into
confidentiality  and  invention  assignment  agreements  with all  employees and
consultants  which  limit  access to, and  disclosure  or use of, the  Company's
proprietary technology. There can be no assurance, however, that the steps taken
by the  Company to deter  misappropriation  or third  party  development  of its
technology and/or processes will be adequate, that others will not independently
develop  similar  technology  and/or  processes  or  that  secrecy  will  not be
breached.  In addition,  although the Company  believes that its  technology has
been independently  developed and does not infringe on the proprietary rights of
others,  there can be no assurance  that the Company's  technology  does not and
will not so infringe or that third parties will not assert  infringement  claims
against the Company in the future.  Moreover, there can be no assurance that the
Company  will  have the  resources  to defend  the  patent  by  bringing  patent
infringement or other proprietary rights actions.

                                       15
10. Limited  Public Market:  Company Not Eligible for Inclusion on NASDAQ.
To date  there  has been only a  limited  and  sporadic  public  market  for the
Company's  Common Stock.  There can be no assurance  that an active and reliable
public market will develop or, if developed, that such market will be sustained.
Purchasers of the securities offered hereby may,  therefore,  have difficulty in
selling  the  shares  of  Common  Stock  issuable  upon  the  conversion  of the
Debentures or the exercise of the Warrants.  As a result,  investors may find it
impossible to liquidate their investment in the Company should they desire to do
so. The  Company's  Common  stock is  currently  traded in the  over-the-counter
market and quoted on the OTC  Bulletin  Board.  The Company  intends to apply to
have its Common Stock  approved for quotation on the Nasdaq  SmallCap  Market at
such time as it meets the  requirements  for  inclusion.  As at the date hereof,
however,  the Company is not eligible for  inclusion in NASDAQ or for listing on
any national stock  exchange.  All companies  applying and authorized for NASDAQ
are required to have not less than $4,000,000 in net tangible  assets,  a public
float(5)  with a market  value of not less  than  five  million  dollars,  and a
minimum  bid of price of $4.00 per share.  At the present  time,  the Company is
unable to state when,  if ever, it will meet the Nasdaq  application  standards.
Unless  the  Company  is able to  increase  its net worth and  market  valuation
substantially,  either through the  accumulation of surplus out of earned income
or successful  capital raising  financing  activities,  it will never be able to
meet the eligibility  requirements of NASDAQ. In addition, it is likely that the
Company,  which  presently  has  74,752,557  shares of Common  Stock  issued and
outstanding,  will have to effect a reverse split of its issued and  outstanding
stock,  in order to meet the minimum bid price  requirement  (see,  also,  "Risk
Factor No. 5 Dilutive and Other Adverse  Effects of Debentures  and Warrants and
Presently Outstanding Option).  Moreover,  even if the Company meets the minimum
requirements to apply for inclusion in The Nasdaq SmallCap Market,  there can be
no assurance,  that approval will be received or, if received,  that the Company
will  meet the  requirements  for  continued  listing  on the  SmallCap  Market.
Further,  Nasdaq  reserves  the right to withdraw or  terminate a listing on the
Nasdaq SmallCap Market at any time and for any reason in its discretion.  If the
Company is unable to obtain or to  maintain  a listing  on the  Nasdaq  SmallCap
Market,  quotations,  if any,  for "bid" and "asked"  prices of the Common Stock
would be  available  only on the OTC  Bulletin  Board where the Common  Stock is
currently  quoted or in the "pink  sheets"  published by the National  Quotation
Bureau,  Inc.  This can result in an  investor's  finding it more  difficult  to
dispose of or to obtain accurate  quotations of prices for the Common Stock than
would be the case if the Common Stock were quoted on the Nasdaq SmallCap Market.
Irrespective  of  whether  or not the  Common  Stock is  included  in the Nasdaq
system,  there is no assurance  that the public market for the Common Stock will
become more active or liquid in the future. In order to qualify for listing on a
national  stock  exchange,  similar  minimum  criteria  respecting,  among other
things, the Company's net worth and/or income from operation must be met.

      Accordingly, market transactions in the Company's common stock are subject
to the "Penny Stock Rules" of the Securities and Exchange Act of 1934, which are
discussed in more detail,  below,  under "Risk Factor No. 11.  Applicability  of
Penny Stock Rules to Broker-Dealer  Sales of Company Common Stock".  These rules
could  make it  difficult  to trade  the  Common  Stock of the  Company  because
compliance with them can delay and/or preclude certain trading

----------
(5)   "Public  float"  is  defined  as  shares  that  are not held  directly  or
      indirectly  by any  officer  or  director  of the  issuer and by any other
      person  who is the  beneficial  owner of more than 10 percent of the total
      shares outstanding.

                                       16
transactions. This could have an adverse effect on the ability of an investor to
sell any shares of the Company's Common Stock being purchased hereunder.

      11. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  As discussed  above,  at the present time,  the Company's  Common
Stock is not  listed  on The  Nasdaq  Stock  Market  or on any  Stock  Exchange.
Although  dealer  prices for the  Company's  Common  Stock are listed on the OTC
Bulletin  Board,  trading has been  sporadic and limited  since such  quotations
first appeared on April 4, 1994.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
special  disclosure  relating to the market for penny stocks in connection  with
trades in any stock defined as a "penny stock". Commission regulations generally
define a penny stock to be an equity  security  that has a market  price of less
than  $5.00 per share and is not listed on The  Nasdaq  Stock  Market or a major
stock  exchange.  These  regulations  subject  all  broker-dealer   transactions
involving  such  securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for   purchasers   of  Common  Stock   hereunder  to  utilize  the  services  of
broker-dealers  who are  members of the NASD.  The current  market  price of the
Company's Common Stock is  substantially  less than $5. per share and such stock
can, for at least for the foreseeable  future,  be expected to continue to trade
in the  over-the-counter  market  at a per share  market  price of less than $5.
Accordingly,  any broker-dealer sales of the shares being registered  hereunder,
as well as any subsequent  market  transactions  in the Company's  Common Stock,
will be subject to the Penny  Stock  Rules.  These  Rules  affect the ability of
broker-dealers to sell the Company's  securities and also may affect the ability
of  purchasers  hereunder to sell their  shares in the  secondary  market,  if a
stable market should ever develop.

      The Penny Stock Rules also impose special sales practice  requirements  on
broker-dealers  who sell such securities to persons other than their established
customers or "Accredited  Investors." Among other things,  the Penny Stock Rules
require that a broker-dealer make a special suitability determination respecting
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.  In  addition,  the  Penny  Stock  Rules  require  that  a
broker-dealer deliver, prior to any transaction,  a disclosure schedule prepared
in accordance  with the  requirements  of the  Commission  relating to the penny
stock market.  Disclosure also has to be made about commissions  payable to both
the broker-dealer and the registered  representative  and the current quotations
for the securities. Finally, monthly statements have to be sent to any holder of
such penny stocks  disclosing  recent price information for the penny stock held
in  the  account  and  information  on  the  limited  market  in  penny  stocks.
Accordingly,  for so  long  as the  Penny  Stock  Rules  are  applicable  to the
Company's  Common  Stock,  it may be  difficult  to  trade  such  stock  because
compliance   with  such  Rules  can  delay  and/or   preclude   certain  trading
transactions. This could have an adverse effect on the liquidity and/or price of
the Company's Common Stock.

      12. Experience of Management. Although Management has general business and
engineering  experience,  potential  investors should be aware that no member of
management has been directly  involved in  administering a tire  disintegration,
recycling, or tire disintegration equipment manufacturing,  business, except for
Louis  Sanzaro,  who has more than twenty years of  experience  in the recycling
business (excluding tires).

                                       17
13.  Dependence on Key  Personnel.  The Company  believes that its success
depends to a  significant  extent on the efforts and abilities of certain of its
senior management,  in particular those of Terence C. Byrne, President and Chief
Executive  Officer;  and Louis V. Muro, Vice President in charge of Engineering.
The loss of Mr. Byrne,  or Mr. Muro could have a material  adverse affect on the
Company's business,  prospects,  operating results, and financial condition. The
Company does not presently have key man life insurance policies,  but intends to
try to obtain  such  coverage  in the  amount of  $1,000,000  for Mr.  Byrne and
$500,000 for Mr.  Muro.  There can be no assurance  that such  policies  will be
available  to  the  Company  on  commercially   reasonable  terms,  if  at  all.
Additional,  the ability of the Company to realize  its  business  plan could be
jeopardized if any of its senior management  becomes incapable of fulfilling his
obligations  to the  Company  and a capable  successor  is not found on a timely
basis.  There can however be no assurance that, in such event,  the Company will
be able to locate  and  retain a capable  successor  to any member of its senior
management.

      14.  Regulatory  and  Environmental  Considerations.  The Company does not
expect  that its  equipment  manufacturing  operations  will be  subject  to any
unusual or burdensome governmental regulations.  However, test operations of the
TCS-1 and the Company's  continuing  research and  development  activities,  may
require to varying  degrees  and for  varying  periods of time,  the  storage or
"stockpiling" of scrap tires which, with their size, volume and composition, can
pose a particularly serious environmental  problem.  Among the numerous problems
relating to  stockpiling  scrap tires,  is the fact that when  stockpiled  above
ground,  tires create serious fire,  public health,  and  environmental  hazards
ranging from fires, which generate large and dense clouds of black smoke and are
extremely difficult to extinguish,  to the creation of vast breeding grounds for
mosquitoes  and vermin.  As a result,  many  states  have either  passed or have
pending legislation regarding discarded tires including legislation limiting the
storage of used tires to specifically  designated areas. For reasons  including,
but not limited to the problems  described above, the Company and the purchasers
of its TCS-1 Systems will be subject to various local,  state,  and federal laws
and  regulations  including,  without  limitation,  regulations  promulgated  by
federal and state  environmental,  health,  and labor agencies.  Compliance with
applicable  environmental and other laws and regulations  governing the business
of the  Company  may  impose a  financial  burden  upon the  Company  that could
adversely affect its business,  financial condition,  prospects,  and results of
operations.  Likewise,  the  burden  of  compliance  with  laws and  regulations
governing the  installation  and/or  operation of TCS-1 Systems could discourage
potential  customers from purchasing a TCS-1 System which would adversely affect
the Company's business,  prospects, results, and financial condition. Actions by
federal, state, and local governments concerning  environmental or other matters
could  result in  regulations  that could  increase  the cost of  producing  the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 System and make such by-products less profitable or even impossible
to sell at an economically feasible price level.

      The Company  believes that it will be able to operate in  compliance  with
such  regulations.  In this regard, it has retained  environmental  attorneys in
Montreal  to advise it with  respect  to  compliance  with  local  environmental
regulations.  It has also engaged a consultant to advise purchasers of its TCS-1
Systems  with  respect  to  compliance  with  local  environmental   regulations
applicable to the installation  and operation of the TCS-1 System.  To date, the
Company  has  not had to  make  significant  capital  expenditures  relating  to
environmental compliance. However, the storing and processing of tires which are
required  for  testing  of the  first  TCS-1  System at the  Company's  assembly
facility  in  Montreal  will be subject to certain  fire  safety  building  code
standards.  The  Company  expects to spend not more than  $100,000  to bring the
facility into

                                       18
compliance  with  such  standards.  Moreover,  the  Company  believes  that  the
inception of  equipment  manufacturing  operations,  together  with  continually
changing  compliance  standards and technology,  may affect the Company's future
capital expenditure requirements relating to environmental compliance. Since all
government  regulations  are  subject to change and to  interpretation  by local
administrations,  the effect of government regulation could conceivably prevent,
or delay for a  considerable  period of time,  the  development of the Company's
business as planned and/or impose costly  requirements  on the Company or on its
TCS-1  System  customers,  which  could  result  in the  Company's  or its TCS-1
customers' businesses being less profitable, or unprofitable, to operate.

      15. Production and Supply. The Company intends to begin  manufacturing the
TCS-1 System on a commercial  basis within the current  fiscal year. The Company
will be dependent on arrangements  with its  subcontractors  for the manufacture
and assembly of the principal components  incorporated into the TCS-1 System. It
will therefore be substantially  dependent on the ability of such subcontractors
to satisfy  performance and quality  specifications  and to dedicate  sufficient
production  capacity for all TCS-1 System scheduled  delivery dates. The Company
believes  that  all of  its  subcontractors  have  the  requisite  manufacturing
capabilities  and the  willingness  to  dedicate  sufficient  amounts  of  their
manufacturing  capacity to allow the Company to meet all TCS-1  System  delivery
dates,  currently  scheduled  or  expected to be  scheduled  within the next two
years. However, no assurance can be given that this will in fact be the case and
failure  on the part of the  Company's  subcontractors  in these  regards  would
adversely affect the Company's  ability to manufacture and deliver TCS-1 Systems
on a timely  and  competitive  basis.  In such event the  Company  would have to
replace or supplement its present subcontractors. There can be no assurance that
should it be  necessary  to do so,  the  Company  would be able to find  capable
replacements for its subcontractors on a timely basis and on terms beneficial to
the Company,  if at all; The Company's  inability to do so would have a material
adverse effect on its business.

      Components  of the  TCS-1  Systems,  which  are  not  manufactured  by the
Company's  subcontractors  specifically for the TCS-1 System, will be purchased,
either  directly by the Company or indirectly  through its  subcontractors  from
third-party  manufacturers.  The  Company  believes  that  numerous  alternative
sources of supply for all such components are readily available.

      16.  Technological  Changes.  To date, the market for tire  disintegration
equipment has not, to the best of management's knowledge,  been characterized by
rapid  changes  in  technology.  However,  there  can be no  assurance  that new
products or  technologies,  presently  unknown to the Company,  will not, at any
time in the future and without warning, render the Company's tire disintegration
technology  less  competitive or even obsolete.  Moreover,  the technology  upon
which the Company's tire disintegration system is based, could be susceptible to
being  analyzed and  reconstructed  by an existing or potential  competitor.  On
April  7,  1998 a  patent  was  issued  on  the  Company's  tire  disintegration
technology by the U.S. Patent Office. Even though the Company has been granted a
patent, the Company may not have the financial  resources to successfully defend
such patent by bringing  patent  infringement  suits  against  parties that have
substantially  greater resources than are available to the Company.  The Company
mustcontinue to create innovative new products reflecting  technological changes
in design,  engineering,  and development,  not only of new tire  disintegration
machinery,  but of products, and machinery capable of producing products,  which
incorporate and recycle the rubber,  steel,  and/or fiber by-products which will
be produced by the operation of the TCS-1 System. Failure to do

                                       19
so, could prevent to Company from gaining and  maintaining a significant  market
for  its  products.  This  may  require  a  continuing  high  level  of  product
development,  innovation, and expenditures.  To the extent that the Company does
not respond adequately to such technological  advances,  its products may become
obsolete and its growth and profitability may be adversely affected.

      17.  Competition.  Although  management believes that the Tirex Technology
has distinct  advantages over other existing tire  disintegration  methods,  the
Company will face competition from other equipment manufacturers,  virtually all
of whom will be larger than the Company, and will have substantially more assets
and resources than the Company has.  Management intends to meet such competition
by developing  technological  innovations  which will make the TCS-1 System more
economical and efficient than other tire disintegration methods.

      18. Liability Insurance.  The proposed TCS-1 System may expose the Company
to possible product  liability  claims if, among other things,  the operation of
the TCS-1 System results in personal injury, death or property damage. There can
be no  assurance  the  Company  will have  sufficient  resources  to satisfy any
liability  resulting  from such  claims  or will be able to cause its  component
suppliers or  customers to indemnify or insure the Company  against such claims.
The Company does not  presently  intend to obtain  product  liability  insurance
prior to the  commencement of commercial  operation of the TCS-1 System.  Should
the Company determine that such insurance is required, there can be no assurance
that affordable insurance coverage will be available in terms and scope adequate
to  protect  the  Company  against  material  adverse  effects in the event of a
successful claim.

      19. No Dividends and None  Anticipated.  The Company has not paid any cash
dividends,  nor does it contemplate or anticipate  paying any dividends upon its
Common Stock in the foreseeable future.

      20. Authorization of Preferred Stock. The Company's Amended Certificate of
Incorporation authorizes the issuance of "Class A Stock" with such designations,
rights and  preferences  as may be determined  from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder
approval,  to designate  and issue the "Class A" stock as  preferred  stock with
dividend, liquidation,  conversion, voting or other rights which could adversely
affect  the  voting  power or  other  rights  of the  holders  of the  Company's
Convertible  Debentures,  Warrants, and Common Stock. Also, the voting power and
percentage of stock ownership of the  shareholders of the Company's  outstanding
capital stock can be substantially  diluted by such preferred stock issuance. In
addition,  the issuance of such preferred stock may have the effect of rendering
more  difficult  or  discouraging  an  acquisition  of the Company or changes in
control of the Company.  Certain  provisions  in the  employment  agreements  of
certain of the Company's  officers  could also have such effect.  Moreover,  the
Company may adopt  anti-takeover  measures in the future.  Such  measures  could
include,  but may not necessarily be limited to, the issuance of preferred stock
with  anti-takeover  provisions  to  discourage  bidders from making offers at a
premium to the market price. In addition, the mere existence of an anti-takeover
device  could  have a  depressive  effect on the market  price of the  Company's
Common Stock.

                                       20
SELLING SHAREHOLDER

      The 95,057 shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholder  were  acquired by him on or about  August 12, 1998,
pursuant  to the terms of his  employment  agreement,  dated as of June 22, 1998
(the  "Rapfogel  Employment  Agreement")  for  services  rendered to the Company
subsequent to the date of the said Employment Agreement but prior to the date of
issuance.  The  Rapfogel  Employment  Agreement  is an  individually  negotiated
written  compensation  agreement  pursuant  to  which  the  Selling  Shareholder
rendered  bona  fide  services  not in  connection  with  the  offer  or sale of
securities in a capital  raising  transaction.  Such  agreement  constitutes  an
Employee Benefit Plan, as defined in Rule 405 of the Securities Act of 1933. The
Rapfogel  Employment  Agreement may sometimes be referred to  hereinafter as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder are "restricted  shares" insofar as they were issued under
an employee  benefit plan pursuant to a Securities Act exemption  prior to their
inclusion  in a  registration  statement  on Form  S-8,  of which  this  Reoffer
Prospectus is a part.

      The table which follows identifies: (i) the Selling Shareholder ; (ii) the
Plan pursuant to which the Shares being offered hereby have been acquired; (iii)
the nature of all positions,  offices or other material  relationships which the
Selling  Shareholder has had with the Company within the past three years;  (iv)
the number of shares of common stock owned by the Selling  Shareholder  prior to
the  offering;  (v) the number of shares of common  stock to be offered  for the
account of the Selling Shareholder; (vi) the number of shares of common stock to
be owned by the Selling  Shareholder  after the completion of the offering,  and
(vii) the  percentage of the  Company's  common stock to be owned by the Selling
Shareholder after completion of the offering.

                                       21
====================================================================================================================================
                                                                             Number of                   Number of       Percentage
                                                         Positions          Shares Owned    Number of  Shares Owned       of Shares
                          Compensation Agreement           With               Prior to        Shares     After the       Owned After
Selling Shareholder           (Name of Plan)              Company             Offering       Offered     Offering       the Offering
------------------------------------------------------------------------------------------------------------------------------------
Scott Rapfogel       Employment Agreement dated as of   Assistant Corporate    95,057         95,057         0               (1)
                     June 22, 1998                      and Securities
                                                        Counsel
====================================================================================================================================
(1)  Less than 1%

                                       22
PLAN OF DISTRIBUTION

      The Selling  Shareholder may sell all or part of the Shares,  from time to
time,  in the  over-the-counter  market,  or in such other public market for the
Company's  common stock as may develop,  at market  prices then  prevailing.  In
connection  therewith,  the Selling  Shareholder  may  utilize  the  services of
broker-dealers,  none of whom will act as underwriters  with respect to sales of
the  Shares.  The  names  of any  such  brokers-dealers,  who  have not yet been
identified, will be set forth in a supplement to this Reoffer Prospectus, to the
extent required.

                            DESCRIPTION OF SECURITIES

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  The Class A Stock may be issued from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

                                       23
The Company's  board of directors may determine the times when,  the terms
under which and the consideration for which the Company shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by the Company.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of the Company.

                                     EXPERTS

      The financial statements and schedules of the Company and its subsidiaries
included in the  Company's  Annual  Report on Form  10-KSB,  for the fiscal year
ended  June 30,  1997,  which is  incorporated  herein by  reference,  have been
examined by Nevoso,  Pivirotto,  Pinkham & Foster, Certified Public Accountants,
LLC, and such  financial  statements and reports are  incorporated  by reference
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

                                 LEGAL OPINIONS

      The  legality  of the Shares  offered  hereby has been passed upon for the
Company by Frances Katz Levine,  Esq., 621 Clove Road,  Staten Island, NY 10310.
Ms.  Levine,  serves as corporate  and  securities  counsel to the Company.  Ms.
Levine is the record and beneficial owner of approximately 6.2% of the Company's
issued and outstanding common stock.

                                       24
INDEMNIFICATION

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").  Pursuant  thereto,  the Company  indemnifies its officers,
directors,  employees and agents to the fullest extent  permitted for losses and
expenses  incurred by them in connection with actions in which they are involved
by reason of their having been directors,  officers, employees, or agents of the
Company. Section 145 permits a corporation to indemnify any person who is or has
been a director, officer, employee, or agent of the corporation or who is or has
been serving as a director,  officer,  employee or agent of another corporation,
organization,  or  enterprise  at the  request of the  corporation,  against all
liability  and  expenses  (including  but not  limited  to  attorneys'  fees and
disbursements  and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties)  incurred or paid in connection with any action,  suit or
proceeding,   whether  civil,  criminal,   administrative,   investigative,   or
otherwise,  in which he or she may be  involved by reason of the fact that he or
she served or is serving in these  capacities,  if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no cause o believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation  to procure a recovery  or judgment  in its favor,  the  corporation
shall not  indemnify  such  person in respect of any claim issue or matter as to
which  such  person  has been  adjudged  to be  liable  to the  corporation  for
negligence  or  misconduct  int  he  performance  of  his  or  her  duty  to the
corporation,  except for such  expenses as the Court may allow.  Any such person
who has been wholly  successful  on the merits or otherwise  with respect to any
such claim,  action,  suit or proceeding or with respect to any claim,  issue or
matter  therein,  shall be  indemnified  as of right  against  all  expenses  in
connection therewith or resulting therefrom. The effect of this provision in the
certificate  of  incorporation  is to eliminate the rights of the Registrant and
its  stockholders  (through  stockholders'  derivative  suits on  behalf  of the
Registrant)  to  recover  monetary  damages  against a  director  for  breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.

                                       25
Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.

                                       26
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents are incorporated by reference in this registration
statement.

(a)   Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended June
      30, 1997,  filed pursuant to Section 15(d) of the Securities  Exchange Act
      of 1934, as amended (the "Exchange Act").

(b)   Registrant's  quarterly  reports on Forms  10-QSB for the fiscal  quarters
      ended  September 30, 1997,  December 31, 1997,  and March 31, 1998,  filed
      pursuant to Section  15(d) of the Exchange Act, and  Registrant's  Current
      Reports on Form 8-K,  dated July 11, 1998,  (filed with the  Commission on
      August 13, 1998),  February 3, 1998 (filed with the Commission on February
      17, 1998), and May 27, 1998 (filed with the Commission on August 3, 1998)

      All documents  filed by the Registrant  pursuant to Section 13(a),  13(c),
14, and 15(d) of the Securities  Act and Sections  13(a),  13(c),  and 14 of the
Exchange  Act after  the date of this  registration  statement  and prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates  that all  securities  offered  hereunder  have  been  sold,  or which
deregisters  all  securities  then  remaining  unsold  under  this  registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  The Class A Stock may be issued from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted by law, as shall be stated and expressed in the resolution or

                                       27
resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

      Registrant's  board of directors may  determine the times when,  the terms
under which and the consideration  for which Registrant shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by Registrant.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of Registrant.

Item 5.  Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its  corporate  and  securities  counsel.  She  resigned  her  positions as a
director  and  as  Secretary  of  the  Registrant  on  December  22,  1996.  Her
resignation was not caused by any disagreement with the Registrant on any matter
relating to the Registrant's  operations,  policies, or practices. Ms. Levine is
the record and beneficial owner of approximately 6.2% of the Registrant's issued
and outstanding common stock.

                                       28
Item 6.  Indemnification of Directors and Officers.

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").  Pursuant  thereto,  the Company  indemnifies its officers,
directors,  employees and agents to the fullest extent  permitted for losses and
expenses  incurred by them in connection with actions in which they are involved
by reason of their having been directors,  officers, employees, or agents of the
Company. Section 145 permits a corporation to indemnify any person who is or has
been a director, officer, employee, or agent of the corporation or who is or has
been serving as a director,  officer,  employee or agent of another corporation,
organization,  or  enterprise  at the  request of the  corporation,  against all
liability  and  expenses  (including  but not  limited  to  attorneys'  fees and
disbursements  and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties)  incurred or paid in connection with any action,  suit or
proceeding,   whether  civil,  criminal,   administrative,   investigative,   or
otherwise,  in which he or she may be  involved by reason of the fact that he or
she served or is serving in these  capacities,  if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no cause o believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation  to procure a recovery  or judgment  in its favor,  the  corporation
shall not  indemnify  such  person in respect of any claim issue or matter as to
which  such  person  has been  adjudged  to be  liable  to the  corporation  for
negligence  or  misconduct  int  he  performance  of  his  or  her  duty  to the
corporation,  except for such  expenses as the Court may allow.  Any such person
who has been wholly  successful  on the merits or otherwise  with respect to any
such claim,  action,  suit or proceeding or with respect to any claim,  issue or
matter  therein,  shall be  indemnified  as of right  against  all  expenses  in
connection therewith or resulting therefrom. The effect of this provision in the
certificate  of  incorporation  is to eliminate the rights of the Registrant and
its  stockholders  (through  stockholders'  derivative  suits on  behalf  of the
Registrant)  to  recover  monetary  damages  against a  director  for  breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.

                                       29
Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.

Item 7.   Exemption From Registration Claimed.

      The 95,057 shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholder  were  acquired by him  pursuant to the terms of his
employment  agreement,  dated  as of June 22,  1998  (the  "Rapfogel  Employment
Agreement").  The Rapfogel  Employment  Agreement is an individually  negotiated
written  compensation  agreement  pursuant  to  which  the  Selling  Shareholder
rendered  bona  fide  services  not in  connection  with  the  offer  or sale of
securities in a capital  raising  transaction.  Such  agreement  constituted  an
Employee Benefit Plan, as defined in Rule 405 of the Securities Act of 1933. The
Rapfogel  Employment  Agreement  is  sometimes  referred to  hereinafter  as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder are "restricted  shares" insofar as they were issued under
an employee  benefit plan pursuant to a Securities Act exemption  prior to their
inclusion  in a  registration  statement  on Form  S-8,  of which  this  Reoffer
Prospectus is a part.

      With respect to the issuance of the Shares:

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

(ii)  The Selling  Shareholder  was, at the time of acquisition,  an employee of
      Registrant;  As such,  he had  continuing  direct  access to all  relevant
      information   concerning  the  Registrant  and  was  therefore  completely
      knowledgeable with respect to the affairs of Registrant.

(iii) The Selling  Shareholder advised Registrant that the Shares were purchased
      for investment and without a view to their resale or  distribution  unless
      subsequently

                                       30
registered and  acknowledged  that they were aware of the  restrictions on
      resale  of  the  Shares  absent   subsequent   registration  and  that  an
      appropriate  legend  would be placed on the  certificates  evidencing  the
      Shares  reciting  the  absence  of their  registration  under  the Act and
      referring to the restrictions on their transferability and resale.

(iv)  The Selling Shareholder has such knowledge and experience in financial and
      business  mattes that he is capable of evaluating  the merits and risks of
      such investment and is able to bear the economic risk thereof.

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

                                       31
Item 8.  Exhibits.

      The  exhibits  filed as a part of this  Report or  incorporated  herein by
reference are as follows:

Exhibit No.     Item
-----------     ----

5.1             Opinion of Frances Katz Levine,  Esq., regarding the legality of
                the  securities  being   registered   under  this   Registration
                Statement.

10.1            Employment   Agreement   dated  as  of  June  22,  1998  between
                Registrant and Scott Rapfogel

24.1            Consent of Nevoso, Pivirotto, Pinkham & Foster, Certified Public
                Accountants, LLC Independent Auditors for the Registrant.

24.2            Consent of Frances Katz Levine, Esq., counsel for the Registrant
                (set forth in the opinion of counsel included as Exhibit 5.1).

---------------------

                                       32
Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

      (1)   To file,  during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus  required by section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement.

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing

                                       33
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.

                                       34
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 24th day
of August, 1998.

                                                  THE TIREX CORPORATION

                                                  By /s/ Terence C. Byrne
                                                     ---------------------------
                                                  Terence C. Byrne, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                          Title               Date
         ---------                          -----               ----

   /s/ Terence C. Byrne                President,                August 24, 1998
-----------------------------          Principal Executive and
  Terence C. Byrne                     Financial Officer      

   /s/ Michel Massicotte               Controller                August 24, 1998
-----------------------------       
  Michel Massicotte                    

A Majority of the Board of Directors

   /s/ Terence C. Byrne                Director                  August 24, 1998
-----------------------------
  Terence C. Byrne

   /s/ Louis V. Muro                   Director                  August 24, 1998
-----------------------------
  Louis V. Muro

   /s/ John L. Threshie, Jr.           Director                  August 24, 1998
-----------------------------
  John L. Threshie, Jr.

   /s/ Louis Sanzaro                   Director                  August 24, 1998
-----------------------------
  Louis Sanzaro

                                       35
EXHIBIT INDEX

Exhibit No.                   Item                                          Page
-----------                   ----                                          ----
                                                                            
5.1                  Opinion of Frances Katz Levine, Esq.                   
                     regarding the legality of the securities               
                     being registered under this Registration               
                     Statement                                                37

10.1                 Employment Agreement dated as of June                  
                     22, 1998 between Registrant and                        
                     Scott Rapfogel                                          (1)
                                                                            
24.1                 Consent of Nevoso, Pivirotto, Pinkham                  
                     & Foster, Certified Public Account, LLC,               
                     Independent Auditors for the Registrant                  39
                                                                            
24.2                 Consent of Frances Katz Levine, Esq.,                  
                     the counsel for the Registrant (set                    
                     forth in the opinion of counsel included             
                     as Exhibit 5.1)

(1)   Filed with the Securities and Exchange Commission as an exhibit,  numbered
      as Exhibit 10.3, to Registrant's  Current Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

                                       36