As filed with the Securities and Exchange Commission on March 18, 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)

                         EXECUTIVE EMPLOYMENT AGREEMENT
                             BETWEEN REGISTRANT AND:
                                TERENCE C. BYRNE
                            (Full title of the Plan)

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

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

<TABLE>
<CAPTION>

                        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
==============================================================================================================
<S>                               <C>                <C>                <C>                      <C>    
 Common Stock, Par Value,
 $.001 Per Share, Issued
 Pursuant to Compensation
 Agreement With
 Terence C. Byrne                 475,303            $ 0.275            $130,708.32              $ 39.61
                                                     -------            -----------              -------
         TOTAL                    475,303            $ 0.275            $130,708.32              $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 March 12, 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

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

                                 475,303 Shares

                                   ----------

                             THE TIREX CORPORATION

                                   ----------

                                  Common Stock
                                $.001 Par Value

      The shares of common stock offered hereby (the "Shares") are being sold by
Terence C. Byrne, a shareholder of The Tirex  Corporation (the  "Company");  Mr.
Byrne 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 March 12, 1998, the high ask and low
bid prices of the Company's common stock, as quoted on the Bulletin Board,  were
$0.29 and $0.26 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 March 18, 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 and
December  31, 1997,  filed  pursuant to Section  15(d) of the Exchange  Act, the
Company's Current Reports on Form 8-K, dated July 11, 1997 and February 3, 1998,
filed on August 13, 1997 and  February  17,  1998,  respectively,  and all other
reports,  if any, filed by the Company pursuant to Section 13(a) or 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

    Available Information......................................

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

    The Company................................................

    Risk Factors

       1.  Development Stage Company - No Assurance
             as to Future Profitable Operations................................6

       2.  Need for Substantial Additional
             Capital...........................................................7

       3.  Going Concern Assumption............................................8

       4.  No Guarantee of Product
             Acceptance in Market..............................................8

       5.  Proposed Public Offering:
             Reverse Split.....................................................9

       6.  Dilutive and Other Adverse Effects
             of Debentures and Warrants and Presently
             Outstanding Options..............................................10

       7.  Dependence on Major Customer.......................................11

       8.  Control by Present Officers:
             Possible Depressive Effect.......................................12

       9.  Uncertainty of Product and
             Technology Development:
             Technological Factors............................................12

      10.  Patent Protection of Tirex Proprietary
             Technology and Potential Infringement............................12

      11.  Limited Public Market..............................................13

      12.  Applicability of "Penny Stock Rules"
             to Broker-Dealer Sales of
             Company Common Stock.............................................14

      13.  Experience of Management...........................................15


                                       3
<PAGE>

      14.  Dependence on Key Personnel........................................16

      15.  Regulatory and Environmental Considerations........................16

      16.  Production and Supply..............................................17

      17.  Technological Changes..............................................17

      18.  Competition........................................................18

      19.  Liability Insurance................................................18

      20.  No Dividends and None Anticipated..................................18

      21.  Authorization of Preferred Stock...................................19

    Selling Shareholder........................................................8

    Plan of Distribution......................................................12

    Description of Securities.................................................12

    Experts...................................................................13

    Legal Opinions............................................................13

    Indemnification...........................................................14


                                       4
<PAGE>

                                  THE COMPANY

      The Tirex  Corporation  (hereinafter,  the "Company") was  incorporated in
Delaware on August 19, 1987 under the name "Concord Enterprises,  Inc." Its name
was changed to "Stopwatch Inc." on June 20, 19891 and to "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
"Tirex Canada  Inc.",2 is presently  engaged in the early stages of the business
of   developing,   manufacturing,   selling,   and  leasing  a  cryogenic   tire
disintegration   system  (the  "TCS-1  System")  which  integrates   proprietary
disintegration   technology  with   established   conventional   mechanical  and
technologies.

      The Company acquired its proprietary tire  disintegration  technology (the
"Tirex  Technology")  in the fall of 19923.  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 Inc."). Design and
development  work on the first  production  model of the TCS-1  System  has been
brought to  approximately  90% completion.  Construction of such System began in
February of 1997. The  fully-automated  front-end  sidewall  cutter and debeader
module of the System was  completed  in November  1997 and was  delivered to the
Company's first customer,  Oceans Tire Recycling & Processing Co., Inc., of Toms
River, New Jersey with delivery of the cryogenic tire freezing section following
in March of 1998. Completion of the balance of the System remains dependent upon
the Company's obtaining  sufficient funding for such purpose, but is expected to
be occur by April 1998 (see Risk Factor No. 2. "Need for Substantial  Additional
Capital").  The Company  began  taking  orders on the TCS-1 System in October of
1995 and, to date,  has received  deposits of $25,000 each on five Systems.  The
Company has located and entered  into written and oral  agreements  with various
engineering and manufacturing subcontractors and component suppliers, 

-------------- 
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  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.


                                       5
<PAGE>

which Management believes will 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 (see
"Products and Services" below). For a more detailed  discussion of the Company's
proposed  business,  the Tirex  Technology,  the proposed TCS-1 System,  and the
share  ownership  of  Tirex  Canada,  reference  is made to Part I,  Item of the
Company's  annual report on Form 10-KSB for the fiscal year ended June 30, 1997,
which is incorporated herein by reference.

Recent Financing Activities

      The  Company  recently  completed  a  merger  (the  "RPM  Merger")  of RPM
Incorporated,  a privately-held  Delaware  corporation ("RPM") with and into the
Company's  wholly-owned  subsidiary Tirex  Acquisition  Corp.  ("TAC").  The RPM
merger was effected  after an initial  closing (the  "Initial RPM Closing") of a
private placement of the securities of RPM (the "Type A Private Placement"). The
securities  offered  in the RPM  Merger  consisted  of up to 85 units  (the "RPM
Units") at a price of $10,300 per RPM Unit,  each RPM Unit consisting of one 10%
Convertible Subordinated Debenture in the principal amount of $10,000 (the "Type
A  Debentures")  and 10,000  shares of the common stock of RPM,  $.001 par value
("RPM  Common  Stock").  In  effectuation  of the RPM  Merger:  (i) the  Company
exchanged one share of its common stock for every issued and  outstanding  share
of RPM common stock and assumed RPM's  liabilities and obligations under its 10%
subordinated,  convertible  debentures  in the  aggregate  principal  amount  of
$305,000;  (ii) The Initial RPM Closing was held upon  completion of the sale of
30.5 RPM Units,  yielding  gross  proceeds in the amount of $314,150  and all of
such  proceeds,  net of the placement  agent's 10%  commission and certain other
offering  expenses in the aggregate  amount of $6,650  (yielding net proceeds in
the amount of $276,085) remained in RPM when it was merged into TAC.

      Since the RPM Merger,  the Company has,  through its  placement  agent,  a
broker-dealer  registered with the National  Association of Securities  Dealers,
Inc. (the "Placement  Agent"),  continued to offer the balance of the RPM Units,
with the  exchange of the  Company's  common  stock for RPM common stock and the
Company's  assumption  of the RPM  debentures  being  deemed  to  have  occurred
concurrently  with  the RPM  Merger.  All of the  Units  sold  in  this  Private
Placement,  as continued  by the Company  subsequent  to the merger,  consist of
10,000  shares of the  Company's  common  stock and one Company 10%  convertible
debenture in the principal amount of $10,000 (the "Type "A" Debentures") and are
referred  to  hereinafter  as  the  "Type  A  Units".  In  connection  with  the
post-Merger  continuation  of the Type A Private  Placement,  the Company held a
second  closing on January 23, 1998,  respecting  the sale of an additional  8.5
Type A Units, yielding net proceeds of $78,795. The remainder of 46 Type A Units
will  continue  to be offered by the  Company  until  March 1, 1998,  unless the
Company and the Placement Agent agree to extend the offering period.  The Type A
Units are being offered made only to a limited number of sophisticated investors
who understand 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


                                       6
<PAGE>

Regulation  D and Rule 501 of the  Securities  Act.  The first 30 RPM Units were
offered and sold on a "best efforts, all-or-none" basis. The remaining 55 Type A
Units have been  offered  by the  Company  since the Merger on a "best  efforts"
basis. Prior to the Initial Closing, RPM offered, and since the Initial Closing,
the Company has  continued to offer,  the RPM (or Type A) Units 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.  Completion of the Type
A Private  Placement,  if it occurs,  would yield additional net proceeds to the
Company in the amount of $426,420 after  deduction of the Placement  Agent's 10%
commission  on all sales.  The Type A Debentures  are  convertible,  at any time
prior to  maturity,  at a  conversion  ratio of one share for every $0.20 of the
face amount of the Debenture.

      As part of the Merger,  3,000,000 shares of the common stock of RPM, which
constituted  all of the  shares  of RPM  Common  Stock  which  were  issued  and
outstanding  prior to the  commencement  of the Type A Private  Placement,  were
exchanged  for shares of Tirex Common  Stock,  on a  share-for-share  basis,  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.

      The Company is also  presently  endeavoring  to complete a second  private
placement (the "Type B Private  Placement")  through the Placement  Agent, of 28
Units,  (the"Type  B Units")  at a price of $25,000  per Unit,  each Type B Unit
consisting of one 10% Convertible Subordinated Debenture in the principal amount
of $25,000 (the "Debentures") and 50,000 warrants (the "Warrants") to purchase a
like number of shares of the Common Stock of the Company (the "Warrant Shares").
The Debentures are  convertible  into shares of the Company's  Common Stock (the
"Conversion Shares") at a conversion ratio of 85% of Market Price prior to March
31, 1998 and at 75% of market price after March 31,  1998.  The  Debentures  are
redeemable  at any time after  issuance at 100% of face value prior to March 31,
1998 and at 125% of face value after March 31, 1998. Both the Warrant Shares and
the Conversion Shares have  registration  rights and the Company has agreed that
all of such shares will be  registered  as  promptly as possible  following  the
completion and closing of the Type B Private Placement.

      As is the case with the Type A Units,  the Type B Units are being  offered
only to a limited  number of  sophisticated  investors  who  understand  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 Type B Units are being offered by the Company 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.  To date, no
sales & have been made in the Type B Private  Placement,  which,  if  completed,
would  yield  net  proceeds  to the  Company  in the  amount of  $609,000  after
deduction of the Placement Agent's 10% commission and 3% non-accountable


                                       7
<PAGE>

expense  allowance.  The  first 10 Type B Units  are  being  offered  on a "best
efforts,  all-or-none"  basis  during an  offering  period  which will expire on
January 31, 1998, unless extended by the mutual agreement of the Placement Agent
and the  Company.  The  remaining  18 Type B Units will be offered and sold on a
"best efforts"  basis.  The Company and the Placement Agent reserve the right to
offer the Type B Units on more favorable terms to one or more investors, who are
not affiliates of the Company or of the Placement Agent, without notice to other
investors.  The basis for any such  variance  in the terms of the Type B Private
Placement  will  include  without   limitation  the  amount  of  the  individual
investment and the point in the Offering Period when such investment is made.

      For a discussion  of the possible  dilutive  effects,  on the Shares being
sold under this Prospectus,  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.

                                  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


                                       8
<PAGE>

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 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 presently requires
funding  to  complete  the  development  of the  TCS-1  System  and 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 recently
completed a merger (the "RPM Merger") of RPM Incorporated  ("RPM") with and into
the Company's  wholly-owned  subsidiary Tirex Acquisition Corp. ("TAC"). The RPM
merger was  effected  after an initial  closing  of a private  placement  of the
securities  of RPM (the "Type A Private  Placement")  upon  completion  of sales
yielding gross proceeds in the amount of $314,150.  In  effectuation  of the RPM
Merger: (i) the Company exchanged one share of its common stock for every issued
and  outstanding  share of RPM common stock and assumed  RPM's  liabilities  and
obligations under its 10% subordinated,  convertible debentures in the aggregate
principal  amount of $305,000;  (ii) All of the proceeds from the Type A Private
Placement  remained in RPM when it was merged into TAC,  which was the surviving
entity  (see  "Business  - Financing  Activities").  Since the RPM  Merger,  the
Company  has  continued  to  offer  the  balance  of the  securities  which  had
originally  been  offered  by RPM in the  Type A  Private  Placement,  with  the
exchange of RPM


                                       9
<PAGE>

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.  On
January  23,  1998  the  Company  closed  on sales  made in the  Type A  Private
Placement,  which  yielded net  proceeds of  $78,795.  Completion  of the Type A
Private  Placement,  if it occurs,  would yield additional gross proceeds to the
Company in the amount of $463,500.  The Company is also presently endeavoring to
complete an additional private placement of its securities,  through a placement
agent,  in an aggregate  amount  ranging from  $250,000 to $700,000 (the "Type B
Private Placement").  The Company is unable to state at this time whether either
of the foregoing  Private  Placements will be  successfully  completed (see Risk
Factor No. 6 "Dilutive and Other Adverse  Effects of Debentures and Warrants and
Presently  Outstanding Options" and "Business - Financing  Activities").  In the
event that both or one of such Private  Placements are  successfully  completed,
the proceeds  therefrom  are  expected to permit the Company to operate  through
June 1998 and to complete the  construction of the first production model of the
TCS-1 System.

      The Company  anticipates  that only limited  revenues 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. 5 "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 Private  Placements  are not completed or, if they are completed,
but the  Proposed  Public  Offering  does not occur or does not  occur  within a
reasonable time following the Private Placements,  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 the Units offered  hereby.  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.  See  "Management's
Discussion  and Analysis of  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.

      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 $3,761,277 at June 30, 1997. The Company may require  substantial  additional
funds in the future, and there can be no


                                       10
<PAGE>

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 not yet been  completed and 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  (see
"Business-Sales and Marketing").

      5. 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  47,644,182  shares of the Company's
Common Stock issued and outstanding. If the Private Placements are completed and
all of the Warrants are exercised,  there will be an additional 1,810,000 shares
issued  and  outstanding  prior  to the  conversion  of any  part of the  Type B
Debentures  or the Type A Debentures.  Conversion of the Type A Debentures  will
result in the issuance of an additional  4,250,000 shares.  The conversion ratio
of the Type B  Debentures  is keyed to the  average of the closing bid prices of
the Common  Stock,  as reported in the OTC  Bulletin  Board  during the five-day
period  preceding the Company's  receipt of a notice of conversion from a Type B
Debenture holder. It is therefore impossible to state the number of shares which
the Company  would  actually be obligated to issue in the event that such Type B
Debentures  were  to be  converted.  However,  by way of  example,  using  for a
conversion  ratio, the average of the closing bid prices of the Company's Common
Stock  during the  five-day  period  preceding  January 26, 1998  ($0.224),  and
assuming  that for the  conversion  will take place  after  March 31,  1998 at a
conversion  ratio of 75% of the market  price  ($0.168),  the  Company  would be
obligated to issue an  additional  4,166,666  shares upon such  conversion.  The
Company is also obligated to sell 8,551,769  shares of its common stock upon the
exercise of presently issued and outstanding  options. In addition,  the Company
is obligated to issue 481,250 shares to an unaffiliated consultant over the next
two years.  With respect to the  foregoing  options and issuance to  consultant,
where the option exercise price was related to the market price of the Company's
Common Stock at the time of exercise, the average closing price of the Company's
Common Stock during the five days preceding January 26, 1998 ($0.224),  has been
used for purposes of  estimating  the number of shares to be issued and sold. If
all of the  foregoing  stock  issuances  occurred,  at  exercise  prices,  where
applicable, keyed to current market prices, as described above, there would be a
total of 63,530,328 shares of the Company's common stock issued and outstanding.
In such case, the CGT Option, which entitles CGT to purchase a number


                                       11
<PAGE>

of shares  equal,  on a fully  diluted  basis,  to 10% of the total  issued  and
outstanding  common  stock of the  Company,  could be  exercised  for a total of
7,058,925  shares.  Although the Company is confident  that all such options and
issuances  will  not  occur  prior to the  Proposed  Public  Offering,  if ever,
theoretically, such events could occur, in which case the total number of shares
of the  Company's  Common  Stock  issued and  outstanding  prior to the Proposed
Public  Offering  would be  70,589,253.  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.

      6.  Dilutive  and Other  Adverse  Effects of  Debentures  and Warrants and
Presently  Outstanding  Options.  The securities being offered by the Company in
the two Private Placements (respectively, the "Type A Private Placement" and the
"Type B Private Placement"),  which it is currently  conducting,  consist of the
following:  (i) 85 "Type A  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 A  Debenture")  at a per Unit price of
$10,300;  and (ii) 28 "Type B Units",  each  consisting  of 50,000  common stock
purchase  warrants (the  "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 B  Debenture")  at a per Unit price of
$25,000. The Type A Debenture is convertible into shares of the Company's Common
Stock at a  conversion  ratio of $.20 per  share;  and the Type B  Debenture  is
convertible  into shares of the  Company's  Common Stock at a  conversion  ratio
equal to 85% of  market  prior to March  31,  1998 and 75% of market on or after
March 31, 1998. The Type B Debentures  are redeemable  after March 31, 1998 at a
premium of 125% of face value (see  "Business - Financing  Activities").  All of
the  securities  being  offered  in  both  the  Type A and  the  Type B  Private
Placements  are  unregistered.  However,  the  1,400,000  shares  issuable  upon
exercise  of the  Warrants,  which  form part of the Type B Units  (the  "Type B
Warrant  Shares"),  and  the  shares  issuable  upon  conversion  of the  Type B
Debentures  (the "Type B Conversion  Shares")  which,  at 75% of current  market
prices  for  the  Company's  Common  Stock,  would  aggregate  to an  additional
4,166,666  shares,  have  registration  rights  and the  Company  has  agreed to
register  all of the Type B  Warrant  Shares  and all of the  Type B  Conversion
Shares as promptly as  practicable  following  the closing of the Type B Private
Placement. Neither the 850,000 shares of Company Common Stock included in the 85
Type A Units (the "Type A Shares") nor the  4,250,000  shares of Company  Common
Stock  issuable  upon the  conversion  of the  Type A  Debentures  (the  "Type A
Conversion  Shares")  have  any  registration   rights.  All  of  the  "Type  A"
securities,  therefore,  may not be sold into the  market  for at least one year
following their purchase from the Company, To date, less than half of the Type A
Units and none of the Type B Units have been sold.


                                       12
<PAGE>

      In addition,  the Company has outstanding  common stock purchase  warrants
which  provide for the sale by the Company of an aggregate of: (i) 235,294 to an
unaffiliated  consultant  at an  exercise  price  of  $.17  per  share;  (ii) an
aggregate of 590,285  shares to three  unaffiliated  consultants  at an exercise
price of $.187 per share  (these  options  expire on October 4, 1998);  (iii) an
aggregate of 250,000  shares to three  unaffiliated  individuals  at an exercise
price of $.125 per share  (these  options  expire on December  31,  1998);  (iv)
250,000 shares to three unaffiliated  individuals at an exercise price of $.1875
per share (these  options  expire on March 31,  1999);  and (v) 250,000 to three
unaffiliated  individuals  at an exercise price of $.28 per share (these options
expire on June 30, 1998).  The above described  590,285 shares issuable to three
consultants  under  options  expiring  on  October  4,  1998,  were  issued  for
consulting  services and have been registered under a registration  statement on
Form  S-8,  filed  with  the  Commission  on June  20,  1996  (Registration  No.
333-5090). The shares issuable upon exercise of all other of the above described
options are either not eligible for registration under Form S-8 or, if eligible,
will not be registered  because the Company has neither the  obligation  nor the
intention  of doing so.  There  can be no  assurance  that any of the  foregoing
options will be exercised prior to their respective expiration dates. Especially
in cases where the shares issuable upon exercise are not registered, there would
most likely have to be a rise in the market price of the Company's  Common Stock
before such exercise occurs.

      The Company also has presently outstanding options, the exercise prices of
which  are  tied to the  market  price  of the  Common  Stock  as at the time of
exercise. Principally, these include:

      (i)   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.  However,  solely for the  purposes  of
            illustration, using for a conversion ratio, one third of the average
            of the closing bid prices of the  Company's  Common Stock during the
            five-day  period  preceding  January  26,  1998  ($0.224),  each $10
            Preferred Share would be convertible at a conversion  ratio equal to
            the number of shares of common  stock  purchasable  for  $.0672) per
            share  (148.8  shares)  with  the  aggregate  of  20,000  shares  of
            preferred  stock  convertible  into a  total  of  2,976,190  shares.
            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


                                       13
<PAGE>

      (ii)  the CGT Option which,  if all of the presently  outstanding  options
            were exercised and all of the Company's presently  outstanding stock
            issuance  obligations were effected,  could be exercised for a total
            of 7,058,925 shares.

      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.  Moreover,  while the  Company  does not
believe  that all of the above  stock  options  will be  exercised  before  they
expire, as noted above in Risk Factor No. 5. "Proposed Public Offering:  Reverse
Split",  if all of the options and stock issuance  obligations which the Company
is  presently  bound  to  honor  were  to  occur  and,  where  market  price  is
determinative  of the  number of shares  subject  to such  options  or  issuance
obligations,  the current  market price of the Company's  Common Stock was used,
the number of shares of the Company's Common Stock issued and outstanding  could
be as much as 70,598,253.

      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. See BUSINESS: "Dependence on Major Customer".

      8. Control by Present Officers: Possible Depressive Effect. As of February
3, 1998, Terence C. Byrne, the Company's  President and Chief Executive Officer,
owned of  record,  and  controlled  beneficially  by way of  irrevocable  voting
proxies, 13,700,711 shares and Louis V. Muro owned of record 5,926,800 shares of
the  Company's  Common  Stock.  The Company is not aware of any other written or
oral voting  agreements  respecting  the Company's  Common  Stock.  Accordingly,
Messrs.  Byrne and Muro  collectively  control an  aggregate of  19,627,511,  or
41.29%,  of the currently  issued and  outstanding  Common Stock of the Company.
They are  therefore in a position to  substantially  influence the election of a
majority of the  Company's  directors  and  otherwise  control the  Company.  In
addition, the concentration of ownership by the Company's officers and directors
may discourage  potential  acquirors from seeking control of the Company through
the  purchase of Common  Stock,  and this  possibility  could have a  depressive
effect on the price of the Company's  Securities.  See "Principal  Shareholders"
and "Description of Securities."

      9.  Uncertainty  of  Product  and  Technology  Development:  Technological
Factors.  The Company  has not  completed  development  and testing 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.  The  Company  continues  to be  required to commit the bulk of its
time,  effort,  and resources to finalizing the development of the TCS-1 System.
Although the Company  anticipates  that the development of the TCS-1 System will
be  successfully  concluded  by the end of March 1998,  such an outcome  will be
subject to all of the risks  inherent  in the  development  of a new product and
technology, including unanticipated


                                       14
<PAGE>

delays,  expenses,  and difficulties,  as well as the possible  insufficiency of
funding to complete  development  (see Risk  Factor  No.4 "Need for  Substantial
Additional  Capital",  above). There can be no assurance as to when, or whether,
the Company's  efforts to complete the  development  of the TCS-1 System will be
successful.  In addition,  there can be no assurance  that the TCS-1 System will
satisfactorily perform the functions for which it is designed, 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 development.  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.

      10.  Patent  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 October  23,
1997,  the  Patent  Application  was  allowed by the  United  States  Patent and
Trademark  Office.  Issuance  of the  patent  is  not  subject  to  any  further
contingencies  and will be  effected  by the  Patent  and  Trademark  Office  in
accordance with their scheduling  requirements.  Upon issuance of the US patent,
the  examination  papers will be  submitted to the  Canadian  Patent  Office for
review. The patent will cover the Company's disintegration  technology.  Because
the Company had previously filed "preliminary  patent  applications" on December
19, 1995, the priority date of its definitive patent  application is retroactive
to such earlier date. 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  non-technical
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 be granted a patent  pursuant to
its  application  or,  that if a patent is granted,  the  Company  will have the
resources  to defend it by bringing  patent  infringement  or other  proprietary
rights actions.


                                       15
<PAGE>

      11.  Limited  Public  Market.  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
expects to apply for inclusion in NASDAQ.  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 listing with NASDAQ
are required to have not less than  $4,000,000 in total assets and $2,000,000 in
capital and surplus.  Moreover,  new proposed  NASDAQ listing  requirements,  if
approved  and adopted,  will require a public  float4 with a market value of not
less than five million  dollars.  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 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  "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  transactions.
This could  have an adverse  effect on the  ability of an  investor  to sell any
shares of the Company's Common Stock being registered hereunder.

      12. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  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. See
"Market  Information".  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,  which under current  Nasdaq rules,  require a
company to have, among other things,  total assets of $4,000,000,  net assets of
$2,000,000,  a "public float" 5 valued at a least $1,000,000,  and a minimum bid
price of $3.00 per share. However, Nasdaq is

----------
4     "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.

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>

currently  considering adopting new standards which would require that a company
have net tangible  assets of $4,000,000 or meet certain  income tests,  a public
float valued at $5,000,000,  and a minimum bid price of $4. At the present time,
the  Company  is  unable  to state  when,  if  ever,  it will  meet  the  Nasdaq
application  standards.   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 in the "pink sheets" published by the National Quotation
Bureau,  Inc. or on the OTC Bulletin  Board where the Common Stock has currently
quoted. 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 that  regard,  prospective
purchasers should consider that this offering is being made without underwriting
arrangements  typically found in an initial public offering of securities.  Such
arrangements  generally  provide  for the issuer of the  securities  to sell the
securities  to an  underwriter  which,  in turn,  sells  the  securities  to its
customers and other members of the public at a fixed  offering  price,  with the
result that the  underwriter  has a  continuing  interest in the market for such
securities following the offering.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
additional 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 the Selling  Shareholder 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 (see "Market  Information").
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 in this offering to sell their shares in the secondary  market, if
such a market should ever develop.


                                       17
<PAGE>

      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 will 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.

      13. 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.

      14.  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   reasonably  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.

      15.  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,  the  Company  is
currently making  preparations to enter into a five-year tire shredding  project
in Quebec (see "Proposed Tire Shredding  Operations").  These operations and the
businesses of the Company's  customers may involve,  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,


                                       18
<PAGE>

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  applicable to its proposed tire shredding  operations.  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 because it
has  not  yet  commenced   operations.   However,  the  inception  of  equipment
manufacturing and, possibly, tire shredding operations together with continually
changing  compliance  standards and technology,  may affect the Company's future
capital  expenditure  requirements  relating to  environmental  compliance.  See
PROPOSED BUSINESS.

      16. 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 (see
BUSINESS  "Agreements  With  Subcontractors",   below).  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


                                       19
<PAGE>

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 (see BUSINESS:  "Production
and Supply").

      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.

      17.  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.
Although the Company has filed a patent  application  respecting its proprietary
disintegration system, there cannot, at this time be any guarantee that a patent
will, in fact, be granted pursuant to such  application.  Moreover,  even in the
event  that the  Company  is  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  must  continue  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 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.

      18.  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. To do so, the
Company  will have to raise  sufficient  funding to complete  and  continue  its
development  program and to employ  highly  qualified  personnel.  There  cannot
however be any  assurance  that the  Company  will be able to raise the  capital
necessary to enable it to do so or that it will be able to locate or retain such
personnel.


                                       20
<PAGE>

      19. 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.

      20. 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.

      21. Authorization of Preferred Stock. The Company's Amended Certificate of
Incorporation  authorizes  the issuance of "open" 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  "open"  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.  The  Company  does  not have  any  provisions  in its
Certificate of Incorporation which would have an anti-takeover effect.  However,
certain  provisions  in the  employment  agreements  of certain of the Company's
officers could 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.


                                       21
<PAGE>

                              SELLING SHAREHOLDER

      The 475,303 shares of common stock (the "Shares") being offered  hereunder
by the Selling Shareholder were acquired by him on January 30, 1995, pursuant to
the terms of his  employment  agreement,  dated January 18, 1995, as amended May
30, 1996 (the "Byrne Employment Agreement") for services rendered to the Company
prior the date of the said  Employment  Agreement and in  consideration  for his
entering into such Employment  Agreement.  The Byrne 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 Byrne  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 "control  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.


                                       22
<PAGE>

<TABLE>
<CAPTION>

                                                                             Number of                   Number of      Percentage
                                                            Position       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>
Terence C. Byrne     Executive Agreement of January 18,   President, CEO,  13,606,711(1)     475,303    13,606,711(1)   28.82% (2)
                     1995, as amended May 30, 1996        and Director

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

(1) Includes:  (i)  7,701,695  shares held of record by Mr. Byrne as of March 9,
1998;  (ii)  227,328  shares held of record by Mr.  Byrne's  wife,  Darla Sapone
Byrne,  over which shares Mr. Byrne has voting power  pursuant to an irrevocable
proxy granted to him on September 27, 1996;  (iii) 446,596 shares held of record
by John W. Surgent,  over which shares Mr. Byrne has voting power pursuant to an
irrevocable  proxy granted to him on June 13, 1996; and (iv)  5,231,092,  shares
held of record by The Nais  Corporation  over which  shares Mr. Byrne has voting
power pursuant to an irrevocable proxy granted to him in June of 1997.

(2)  Based upon 47,644,182 shares issued and outstanding on March 16, 1998.


                                       23
<PAGE>

                              PLAN OF DISTRIBUTION

      The  Selling  Shareholder  has not  offered  or  sold  any  shares  of the
Company's  Common Stock pursuant to a registration  statement on Form S-8 within
the three-month  period preceding the date hereof.  The number of shares offered
hereunder  by the Selling  Shareholder  represents  less than one percent of the
total  number of shares of the  Company's  common  stock  presently  issued  and
outstanding.  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 pertaining.  In
connection  therewith the Selling Shareholder may utilize the services of Donald
& Co.  Securities,  Inc.,  788 Shrewsbury  Avenue,  Tinton Falls,  NJ 07724,  or
another  broker-dealer,  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 the Company  consists of seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock, par value $.001 per share. There are presently  forty-seven million, five
hundred thirty thousand, three hundred fifty-eight (47,644,182) shares of Common
Stock issued and outstanding. The Open 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 the Company's board
of  directors,  and stated in the  resolution or  resolutions  providing for the
issuance of such shares adopted by the Company's board of directors  pursuant to
authority vested in it in the Company'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 the Company's
board of directors pursuant to authority vested in the Company'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 the Company's board of directors  pursuant to authority  vested in it
in the Company's Certificate of Incorporation.


                                       24
<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-K, 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 6.9% of the Company's
issued and outstanding common stock.

                                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


                                       25
<PAGE>

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.

      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,


                                       26
<PAGE>

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.


                                       27
<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 and December 31, 1997,  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) and
      dated February 3, 1998 (filed with the Commission on February 17, 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 seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock,  par value  $.001 per share.  The Open  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,


                                       28
<PAGE>

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 6.9% of the Registrant's issued
and outstanding common stock.

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


                                       29
<PAGE>

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.

      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


                                       30
<PAGE>

(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 475,303 shares of common stock (the "Shares") being offered  hereunder
by the Selling  Shareholder  was  acquired  by him  pursuant to the terms of his
employment  agreement,  dated  January  18,  1995,  as amended May 30, 1996 (the
"Byrne Employment Agreement"). The Byrne 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
Byrne Employment  Agreement is sometimes  referred to hereinafter as the "Plan".
For purposes of this  Reoffer  Prospectus,  all of the Shares  being  registered
hereunder  are  "control  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  executive
      officer and director 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  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.


                                       31
<PAGE>

(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.

Item 8.  Exhibits.

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

                                                         Exhibits Incorporated
                                                          Herein By Reference,
                                                       Exhibit No. As Filed With
                                                          Document Indicated

4.1   Executive Agreement, dated Jan 18, 1995,                   10(rr)
         between Registrant and Terence C. Byrne (1)

4.2   Amendment No. 1, dated May 30, 1996, to Executive          4.7
         Agreement, dated Jan 18, 1995, between Registrant
           and Terence C. Byrne (2)

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

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).

----------
(1) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated  above,  to  Registrant's  annual report on Form 10-KSB for the fiscal
year ended June 30, 1995, which exhibits are incorporated herein by reference.


                                       32
<PAGE>

(2) Filed with the  Securities  and Exchange  Commission  on July 22, 1996 as an
exhibit,   numbered  as  indicated  above,  to  the  registration  statement  of
Registrant on Form S-8, File No. 33-5310, which exhibits are incorporated herein
by reference.

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


                                       33
<PAGE>

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  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 Ville St. Laurent, Province of Quebec, Canada, on the
16th day of March 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, Chief             March 16, 1998
-----------------------------        Executive Officer and         
  Terence C. Byrne                   Chief Financial Officer       
                                                                   
                                                                   
   /s/ Louis V. Muro                 Vice President in            March 16, 1998
-----------------------------        Charge of Engineering         
  Louis V. Muro                                                    
                                                                   
    /s/ John L. Threshie, Jr.        Secretary and Vice           March 16, 1998
-----------------------------        President of Operations    
  John L. Threshie, Jr.                                            


                                       35
<PAGE>

A Majority of the Board of Directors


   /s/ Terence C. Byrne              Director                     March 16, 1998
-----------------------------                                                   
  Terence C. Byrne                                              

    /s/ Louis V. Muro                Director                     March 16, 1998
-----------------------------                                                   
  Louis V. Muro                                                 

    /s/ John L. Threshie, Jr.        Director                     March 16, 1998
-----------------------------                                                   
  John L. Threshie, Jr.                                     

    /s/ John G. Hartley              Director                     March 16, 1998
------------------------                  
  John G. Hartley


                                       36
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 115849}]
{"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": "333-48071", "film-number": "98567110"}, "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 March 18, 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)

                         EXECUTIVE EMPLOYMENT AGREEMENT
                             BETWEEN REGISTRANT AND:
                                TERENCE C. BYRNE
                            (Full title of the Plan)

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

                                 (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
 Terence C. Byrne                 475,303            $ 0.275            $130,708.32              $ 39.61
                                                     -------            -----------              -------
         TOTAL                    475,303            $ 0.275            $130,708.32              $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 March 12, 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

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

                                 475,303 Shares

                                   ----------

                             THE TIREX CORPORATION

                                   ----------

                                  Common Stock
                                $.001 Par Value

      The shares of common stock offered hereby (the "Shares") are being sold by
Terence C. Byrne, a shareholder of The Tirex  Corporation (the  "Company");  Mr.
Byrne 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 March 12, 1998, the high ask and low
bid prices of the Company's common stock, as quoted on the Bulletin Board,  were
$0.29 and $0.26 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 March 18, 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 and
December  31, 1997,  filed  pursuant to Section  15(d) of the Exchange  Act, the
Company's Current Reports on Form 8-K, dated July 11, 1997 and February 3, 1998,
filed on August 13, 1997 and  February  17,  1998,  respectively,  and all other
reports,  if any, filed by the Company pursuant to Section 13(a) or 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

    Available Information......................................

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

    The Company................................................

    Risk Factors

       1.  Development Stage Company - No Assurance
             as to Future Profitable Operations................................6

       2.  Need for Substantial Additional
             Capital...........................................................7

       3.  Going Concern Assumption............................................8

       4.  No Guarantee of Product
             Acceptance in Market..............................................8

       5.  Proposed Public Offering:
             Reverse Split.....................................................9

       6.  Dilutive and Other Adverse Effects
             of Debentures and Warrants and Presently
             Outstanding Options..............................................10

       7.  Dependence on Major Customer.......................................11

       8.  Control by Present Officers:
             Possible Depressive Effect.......................................12

       9.  Uncertainty of Product and
             Technology Development:
             Technological Factors............................................12

      10.  Patent Protection of Tirex Proprietary
             Technology and Potential Infringement............................12

      11.  Limited Public Market..............................................13

      12.  Applicability of "Penny Stock Rules"
             to Broker-Dealer Sales of
             Company Common Stock.............................................14

      13.  Experience of Management...........................................15

                                       3
14.  Dependence on Key Personnel........................................16

      15.  Regulatory and Environmental Considerations........................16

      16.  Production and Supply..............................................17

      17.  Technological Changes..............................................17

      18.  Competition........................................................18

      19.  Liability Insurance................................................18

      20.  No Dividends and None Anticipated..................................18

      21.  Authorization of Preferred Stock...................................19

    Selling Shareholder........................................................8

    Plan of Distribution......................................................12

    Description of Securities.................................................12

    Experts...................................................................13

    Legal Opinions............................................................13

    Indemnification...........................................................14

                                       4
THE COMPANY

      The Tirex  Corporation  (hereinafter,  the "Company") was  incorporated in
Delaware on August 19, 1987 under the name "Concord Enterprises,  Inc." Its name
was changed to "Stopwatch Inc." on June 20, 19891 and to "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
"Tirex Canada  Inc.",2 is presently  engaged in the early stages of the business
of   developing,   manufacturing,   selling,   and  leasing  a  cryogenic   tire
disintegration   system  (the  "TCS-1  System")  which  integrates   proprietary
disintegration   technology  with   established   conventional   mechanical  and
technologies.

      The Company acquired its proprietary tire  disintegration  technology (the
"Tirex  Technology")  in the fall of 19923.  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 Inc."). Design and
development  work on the first  production  model of the TCS-1  System  has been
brought to  approximately  90% completion.  Construction of such System began in
February of 1997. The  fully-automated  front-end  sidewall  cutter and debeader
module of the System was  completed  in November  1997 and was  delivered to the
Company's first customer,  Oceans Tire Recycling & Processing Co., Inc., of Toms
River, New Jersey with delivery of the cryogenic tire freezing section following
in March of 1998. Completion of the balance of the System remains dependent upon
the Company's obtaining  sufficient funding for such purpose, but is expected to
be occur by April 1998 (see Risk Factor No. 2. "Need for Substantial  Additional
Capital").  The Company  began  taking  orders on the TCS-1 System in October of
1995 and, to date,  has received  deposits of $25,000 each on five Systems.  The
Company has located and entered  into written and oral  agreements  with various
engineering and manufacturing subcontractors and component suppliers, 

-------------- 
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  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.

                                       5
which Management believes will 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 (see
"Products and Services" below). For a more detailed  discussion of the Company's
proposed  business,  the Tirex  Technology,  the proposed TCS-1 System,  and the
share  ownership  of  Tirex  Canada,  reference  is made to Part I,  Item of the
Company's  annual report on Form 10-KSB for the fiscal year ended June 30, 1997,
which is incorporated herein by reference.

Recent Financing Activities

      The  Company  recently  completed  a  merger  (the  "RPM  Merger")  of RPM
Incorporated,  a privately-held  Delaware  corporation ("RPM") with and into the
Company's  wholly-owned  subsidiary Tirex  Acquisition  Corp.  ("TAC").  The RPM
merger was effected  after an initial  closing (the  "Initial RPM Closing") of a
private placement of the securities of RPM (the "Type A Private Placement"). The
securities  offered  in the RPM  Merger  consisted  of up to 85 units  (the "RPM
Units") at a price of $10,300 per RPM Unit,  each RPM Unit consisting of one 10%
Convertible Subordinated Debenture in the principal amount of $10,000 (the "Type
A  Debentures")  and 10,000  shares of the common stock of RPM,  $.001 par value
("RPM  Common  Stock").  In  effectuation  of the RPM  Merger:  (i) the  Company
exchanged one share of its common stock for every issued and  outstanding  share
of RPM common stock and assumed RPM's  liabilities and obligations under its 10%
subordinated,  convertible  debentures  in the  aggregate  principal  amount  of
$305,000;  (ii) The Initial RPM Closing was held upon  completion of the sale of
30.5 RPM Units,  yielding  gross  proceeds in the amount of $314,150  and all of
such  proceeds,  net of the placement  agent's 10%  commission and certain other
offering  expenses in the aggregate  amount of $6,650  (yielding net proceeds in
the amount of $276,085) remained in RPM when it was merged into TAC.

      Since the RPM Merger,  the Company has,  through its  placement  agent,  a
broker-dealer  registered with the National  Association of Securities  Dealers,
Inc. (the "Placement  Agent"),  continued to offer the balance of the RPM Units,
with the  exchange of the  Company's  common  stock for RPM common stock and the
Company's  assumption  of the RPM  debentures  being  deemed  to  have  occurred
concurrently  with  the RPM  Merger.  All of the  Units  sold  in  this  Private
Placement,  as continued  by the Company  subsequent  to the merger,  consist of
10,000  shares of the  Company's  common  stock and one Company 10%  convertible
debenture in the principal amount of $10,000 (the "Type "A" Debentures") and are
referred  to  hereinafter  as  the  "Type  A  Units".  In  connection  with  the
post-Merger  continuation  of the Type A Private  Placement,  the Company held a
second  closing on January 23, 1998,  respecting  the sale of an additional  8.5
Type A Units, yielding net proceeds of $78,795. The remainder of 46 Type A Units
will  continue  to be offered by the  Company  until  March 1, 1998,  unless the
Company and the Placement Agent agree to extend the offering period.  The Type A
Units are being offered made only to a limited number of sophisticated investors
who understand 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

                                       6
Regulation  D and Rule 501 of the  Securities  Act.  The first 30 RPM Units were
offered and sold on a "best efforts, all-or-none" basis. The remaining 55 Type A
Units have been  offered  by the  Company  since the Merger on a "best  efforts"
basis. Prior to the Initial Closing, RPM offered, and since the Initial Closing,
the Company has  continued to offer,  the RPM (or Type A) Units 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.  Completion of the Type
A Private  Placement,  if it occurs,  would yield additional net proceeds to the
Company in the amount of $426,420 after  deduction of the Placement  Agent's 10%
commission  on all sales.  The Type A Debentures  are  convertible,  at any time
prior to  maturity,  at a  conversion  ratio of one share for every $0.20 of the
face amount of the Debenture.

      As part of the Merger,  3,000,000 shares of the common stock of RPM, which
constituted  all of the  shares  of RPM  Common  Stock  which  were  issued  and
outstanding  prior to the  commencement  of the Type A Private  Placement,  were
exchanged  for shares of Tirex Common  Stock,  on a  share-for-share  basis,  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.

      The Company is also  presently  endeavoring  to complete a second  private
placement (the "Type B Private  Placement")  through the Placement  Agent, of 28
Units,  (the"Type  B Units")  at a price of $25,000  per Unit,  each Type B Unit
consisting of one 10% Convertible Subordinated Debenture in the principal amount
of $25,000 (the "Debentures") and 50,000 warrants (the "Warrants") to purchase a
like number of shares of the Common Stock of the Company (the "Warrant Shares").
The Debentures are  convertible  into shares of the Company's  Common Stock (the
"Conversion Shares") at a conversion ratio of 85% of Market Price prior to March
31, 1998 and at 75% of market price after March 31,  1998.  The  Debentures  are
redeemable  at any time after  issuance at 100% of face value prior to March 31,
1998 and at 125% of face value after March 31, 1998. Both the Warrant Shares and
the Conversion Shares have  registration  rights and the Company has agreed that
all of such shares will be  registered  as  promptly as possible  following  the
completion and closing of the Type B Private Placement.

      As is the case with the Type A Units,  the Type B Units are being  offered
only to a limited  number of  sophisticated  investors  who  understand  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 Type B Units are being offered by the Company 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.  To date, no
sales & have been made in the Type B Private  Placement,  which,  if  completed,
would  yield  net  proceeds  to the  Company  in the  amount of  $609,000  after
deduction of the Placement Agent's 10% commission and 3% non-accountable

                                       7
expense  allowance.  The  first 10 Type B Units  are  being  offered  on a "best
efforts,  all-or-none"  basis  during an  offering  period  which will expire on
January 31, 1998, unless extended by the mutual agreement of the Placement Agent
and the  Company.  The  remaining  18 Type B Units will be offered and sold on a
"best efforts"  basis.  The Company and the Placement Agent reserve the right to
offer the Type B Units on more favorable terms to one or more investors, who are
not affiliates of the Company or of the Placement Agent, without notice to other
investors.  The basis for any such  variance  in the terms of the Type B Private
Placement  will  include  without   limitation  the  amount  of  the  individual
investment and the point in the Offering Period when such investment is made.

      For a discussion  of the possible  dilutive  effects,  on the Shares being
sold under this Prospectus,  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.

                                  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

                                       8
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 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 presently requires
funding  to  complete  the  development  of the  TCS-1  System  and 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 recently
completed a merger (the "RPM Merger") of RPM Incorporated  ("RPM") with and into
the Company's  wholly-owned  subsidiary Tirex Acquisition Corp. ("TAC"). The RPM
merger was  effected  after an initial  closing  of a private  placement  of the
securities  of RPM (the "Type A Private  Placement")  upon  completion  of sales
yielding gross proceeds in the amount of $314,150.  In  effectuation  of the RPM
Merger: (i) the Company exchanged one share of its common stock for every issued
and  outstanding  share of RPM common stock and assumed  RPM's  liabilities  and
obligations under its 10% subordinated,  convertible debentures in the aggregate
principal  amount of $305,000;  (ii) All of the proceeds from the Type A Private
Placement  remained in RPM when it was merged into TAC,  which was the surviving
entity  (see  "Business  - Financing  Activities").  Since the RPM  Merger,  the
Company  has  continued  to  offer  the  balance  of the  securities  which  had
originally  been  offered  by RPM in the  Type A  Private  Placement,  with  the
exchange of RPM

                                       9
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.  On
January  23,  1998  the  Company  closed  on sales  made in the  Type A  Private
Placement,  which  yielded net  proceeds of  $78,795.  Completion  of the Type A
Private  Placement,  if it occurs,  would yield additional gross proceeds to the
Company in the amount of $463,500.  The Company is also presently endeavoring to
complete an additional private placement of its securities,  through a placement
agent,  in an aggregate  amount  ranging from  $250,000 to $700,000 (the "Type B
Private Placement").  The Company is unable to state at this time whether either
of the foregoing  Private  Placements will be  successfully  completed (see Risk
Factor No. 6 "Dilutive and Other Adverse  Effects of Debentures and Warrants and
Presently  Outstanding Options" and "Business - Financing  Activities").  In the
event that both or one of such Private  Placements are  successfully  completed,
the proceeds  therefrom  are  expected to permit the Company to operate  through
June 1998 and to complete the  construction of the first production model of the
TCS-1 System.

      The Company  anticipates  that only limited  revenues 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. 5 "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 Private  Placements  are not completed or, if they are completed,
but the  Proposed  Public  Offering  does not occur or does not  occur  within a
reasonable time following the Private Placements,  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 the Units offered  hereby.  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.  See  "Management's
Discussion  and Analysis of  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.

      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 $3,761,277 at June 30, 1997. The Company may require  substantial  additional
funds in the future, and there can be no

                                       10
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 not yet been  completed and 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  (see
"Business-Sales and Marketing").

      5. 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  47,644,182  shares of the Company's
Common Stock issued and outstanding. If the Private Placements are completed and
all of the Warrants are exercised,  there will be an additional 1,810,000 shares
issued  and  outstanding  prior  to the  conversion  of any  part of the  Type B
Debentures  or the Type A Debentures.  Conversion of the Type A Debentures  will
result in the issuance of an additional  4,250,000 shares.  The conversion ratio
of the Type B  Debentures  is keyed to the  average of the closing bid prices of
the Common  Stock,  as reported in the OTC  Bulletin  Board  during the five-day
period  preceding the Company's  receipt of a notice of conversion from a Type B
Debenture holder. It is therefore impossible to state the number of shares which
the Company  would  actually be obligated to issue in the event that such Type B
Debentures  were  to be  converted.  However,  by way of  example,  using  for a
conversion  ratio, the average of the closing bid prices of the Company's Common
Stock  during the  five-day  period  preceding  January 26, 1998  ($0.224),  and
assuming  that for the  conversion  will take place  after  March 31,  1998 at a
conversion  ratio of 75% of the market  price  ($0.168),  the  Company  would be
obligated to issue an  additional  4,166,666  shares upon such  conversion.  The
Company is also obligated to sell 8,551,769  shares of its common stock upon the
exercise of presently issued and outstanding  options. In addition,  the Company
is obligated to issue 481,250 shares to an unaffiliated consultant over the next
two years.  With respect to the  foregoing  options and issuance to  consultant,
where the option exercise price was related to the market price of the Company's
Common Stock at the time of exercise, the average closing price of the Company's
Common Stock during the five days preceding January 26, 1998 ($0.224),  has been
used for purposes of  estimating  the number of shares to be issued and sold. If
all of the  foregoing  stock  issuances  occurred,  at  exercise  prices,  where
applicable, keyed to current market prices, as described above, there would be a
total of 63,530,328 shares of the Company's common stock issued and outstanding.
In such case, the CGT Option, which entitles CGT to purchase a number

                                       11
of shares  equal,  on a fully  diluted  basis,  to 10% of the total  issued  and
outstanding  common  stock of the  Company,  could be  exercised  for a total of
7,058,925  shares.  Although the Company is confident  that all such options and
issuances  will  not  occur  prior to the  Proposed  Public  Offering,  if ever,
theoretically, such events could occur, in which case the total number of shares
of the  Company's  Common  Stock  issued and  outstanding  prior to the Proposed
Public  Offering  would be  70,589,253.  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.

      6.  Dilutive  and Other  Adverse  Effects of  Debentures  and Warrants and
Presently  Outstanding  Options.  The securities being offered by the Company in
the two Private Placements (respectively, the "Type A Private Placement" and the
"Type B Private Placement"),  which it is currently  conducting,  consist of the
following:  (i) 85 "Type A  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 A  Debenture")  at a per Unit price of
$10,300;  and (ii) 28 "Type B Units",  each  consisting  of 50,000  common stock
purchase  warrants (the  "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 B  Debenture")  at a per Unit price of
$25,000. The Type A Debenture is convertible into shares of the Company's Common
Stock at a  conversion  ratio of $.20 per  share;  and the Type B  Debenture  is
convertible  into shares of the  Company's  Common Stock at a  conversion  ratio
equal to 85% of  market  prior to March  31,  1998 and 75% of market on or after
March 31, 1998. The Type B Debentures  are redeemable  after March 31, 1998 at a
premium of 125% of face value (see  "Business - Financing  Activities").  All of
the  securities  being  offered  in  both  the  Type A and  the  Type B  Private
Placements  are  unregistered.  However,  the  1,400,000  shares  issuable  upon
exercise  of the  Warrants,  which  form part of the Type B Units  (the  "Type B
Warrant  Shares"),  and  the  shares  issuable  upon  conversion  of the  Type B
Debentures  (the "Type B Conversion  Shares")  which,  at 75% of current  market
prices  for  the  Company's  Common  Stock,  would  aggregate  to an  additional
4,166,666  shares,  have  registration  rights  and the  Company  has  agreed to
register  all of the Type B  Warrant  Shares  and all of the  Type B  Conversion
Shares as promptly as  practicable  following  the closing of the Type B Private
Placement. Neither the 850,000 shares of Company Common Stock included in the 85
Type A Units (the "Type A Shares") nor the  4,250,000  shares of Company  Common
Stock  issuable  upon the  conversion  of the  Type A  Debentures  (the  "Type A
Conversion  Shares")  have  any  registration   rights.  All  of  the  "Type  A"
securities,  therefore,  may not be sold into the  market  for at least one year
following their purchase from the Company, To date, less than half of the Type A
Units and none of the Type B Units have been sold.

                                       12
In addition,  the Company has outstanding  common stock purchase  warrants
which  provide for the sale by the Company of an aggregate of: (i) 235,294 to an
unaffiliated  consultant  at an  exercise  price  of  $.17  per  share;  (ii) an
aggregate of 590,285  shares to three  unaffiliated  consultants  at an exercise
price of $.187 per share  (these  options  expire on October 4, 1998);  (iii) an
aggregate of 250,000  shares to three  unaffiliated  individuals  at an exercise
price of $.125 per share  (these  options  expire on December  31,  1998);  (iv)
250,000 shares to three unaffiliated  individuals at an exercise price of $.1875
per share (these  options  expire on March 31,  1999);  and (v) 250,000 to three
unaffiliated  individuals  at an exercise price of $.28 per share (these options
expire on June 30, 1998).  The above described  590,285 shares issuable to three
consultants  under  options  expiring  on  October  4,  1998,  were  issued  for
consulting  services and have been registered under a registration  statement on
Form  S-8,  filed  with  the  Commission  on June  20,  1996  (Registration  No.
333-5090). The shares issuable upon exercise of all other of the above described
options are either not eligible for registration under Form S-8 or, if eligible,
will not be registered  because the Company has neither the  obligation  nor the
intention  of doing so.  There  can be no  assurance  that any of the  foregoing
options will be exercised prior to their respective expiration dates. Especially
in cases where the shares issuable upon exercise are not registered, there would
most likely have to be a rise in the market price of the Company's  Common Stock
before such exercise occurs.

      The Company also has presently outstanding options, the exercise prices of
which  are  tied to the  market  price  of the  Common  Stock  as at the time of
exercise. Principally, these include:

      (i)   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.  However,  solely for the  purposes  of
            illustration, using for a conversion ratio, one third of the average
            of the closing bid prices of the  Company's  Common Stock during the
            five-day  period  preceding  January  26,  1998  ($0.224),  each $10
            Preferred Share would be convertible at a conversion  ratio equal to
            the number of shares of common  stock  purchasable  for  $.0672) per
            share  (148.8  shares)  with  the  aggregate  of  20,000  shares  of
            preferred  stock  convertible  into a  total  of  2,976,190  shares.
            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

                                       13
(ii)  the CGT Option which,  if all of the presently  outstanding  options
            were exercised and all of the Company's presently  outstanding stock
            issuance  obligations were effected,  could be exercised for a total
            of 7,058,925 shares.

      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.  Moreover,  while the  Company  does not
believe  that all of the above  stock  options  will be  exercised  before  they
expire, as noted above in Risk Factor No. 5. "Proposed Public Offering:  Reverse
Split",  if all of the options and stock issuance  obligations which the Company
is  presently  bound  to  honor  were  to  occur  and,  where  market  price  is
determinative  of the  number of shares  subject  to such  options  or  issuance
obligations,  the current  market price of the Company's  Common Stock was used,
the number of shares of the Company's Common Stock issued and outstanding  could
be as much as 70,598,253.

      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. See BUSINESS: "Dependence on Major Customer".

      8. Control by Present Officers: Possible Depressive Effect. As of February
3, 1998, Terence C. Byrne, the Company's  President and Chief Executive Officer,
owned of  record,  and  controlled  beneficially  by way of  irrevocable  voting
proxies, 13,700,711 shares and Louis V. Muro owned of record 5,926,800 shares of
the  Company's  Common  Stock.  The Company is not aware of any other written or
oral voting  agreements  respecting  the Company's  Common  Stock.  Accordingly,
Messrs.  Byrne and Muro  collectively  control an  aggregate of  19,627,511,  or
41.29%,  of the currently  issued and  outstanding  Common Stock of the Company.
They are  therefore in a position to  substantially  influence the election of a
majority of the  Company's  directors  and  otherwise  control the  Company.  In
addition, the concentration of ownership by the Company's officers and directors
may discourage  potential  acquirors from seeking control of the Company through
the  purchase of Common  Stock,  and this  possibility  could have a  depressive
effect on the price of the Company's  Securities.  See "Principal  Shareholders"
and "Description of Securities."

      9.  Uncertainty  of  Product  and  Technology  Development:  Technological
Factors.  The Company  has not  completed  development  and testing 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.  The  Company  continues  to be  required to commit the bulk of its
time,  effort,  and resources to finalizing the development of the TCS-1 System.
Although the Company  anticipates  that the development of the TCS-1 System will
be  successfully  concluded  by the end of March 1998,  such an outcome  will be
subject to all of the risks  inherent  in the  development  of a new product and
technology, including unanticipated

                                       14
delays,  expenses,  and difficulties,  as well as the possible  insufficiency of
funding to complete  development  (see Risk  Factor  No.4 "Need for  Substantial
Additional  Capital",  above). There can be no assurance as to when, or whether,
the Company's  efforts to complete the  development  of the TCS-1 System will be
successful.  In addition,  there can be no assurance  that the TCS-1 System will
satisfactorily perform the functions for which it is designed, 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 development.  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.

      10.  Patent  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 October  23,
1997,  the  Patent  Application  was  allowed by the  United  States  Patent and
Trademark  Office.  Issuance  of the  patent  is  not  subject  to  any  further
contingencies  and will be  effected  by the  Patent  and  Trademark  Office  in
accordance with their scheduling  requirements.  Upon issuance of the US patent,
the  examination  papers will be  submitted to the  Canadian  Patent  Office for
review. The patent will cover the Company's disintegration  technology.  Because
the Company had previously filed "preliminary  patent  applications" on December
19, 1995, the priority date of its definitive patent  application is retroactive
to such earlier date. 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  non-technical
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 be granted a patent  pursuant to
its  application  or,  that if a patent is granted,  the  Company  will have the
resources  to defend it by bringing  patent  infringement  or other  proprietary
rights actions.

                                       15
11.  Limited  Public  Market.  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
expects to apply for inclusion in NASDAQ.  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 listing with NASDAQ
are required to have not less than  $4,000,000 in total assets and $2,000,000 in
capital and surplus.  Moreover,  new proposed  NASDAQ listing  requirements,  if
approved  and adopted,  will require a public  float4 with a market value of not
less than five million  dollars.  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 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  "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  transactions.
This could  have an adverse  effect on the  ability of an  investor  to sell any
shares of the Company's Common Stock being registered hereunder.

      12. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  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. See
"Market  Information".  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,  which under current  Nasdaq rules,  require a
company to have, among other things,  total assets of $4,000,000,  net assets of
$2,000,000,  a "public float" 5 valued at a least $1,000,000,  and a minimum bid
price of $3.00 per share. However, Nasdaq is

----------
4     "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.

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
currently  considering adopting new standards which would require that a company
have net tangible  assets of $4,000,000 or meet certain  income tests,  a public
float valued at $5,000,000,  and a minimum bid price of $4. At the present time,
the  Company  is  unable  to state  when,  if  ever,  it will  meet  the  Nasdaq
application  standards.   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 in the "pink sheets" published by the National Quotation
Bureau,  Inc. or on the OTC Bulletin  Board where the Common Stock has currently
quoted. 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 that  regard,  prospective
purchasers should consider that this offering is being made without underwriting
arrangements  typically found in an initial public offering of securities.  Such
arrangements  generally  provide  for the issuer of the  securities  to sell the
securities  to an  underwriter  which,  in turn,  sells  the  securities  to its
customers and other members of the public at a fixed  offering  price,  with the
result that the  underwriter  has a  continuing  interest in the market for such
securities following the offering.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
additional 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 the Selling  Shareholder 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 (see "Market  Information").
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 in this offering to sell their shares in the secondary  market, if
such a market should ever develop.

                                       17
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 will 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.

      13. 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.

      14.  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   reasonably  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.

      15.  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,  the  Company  is
currently making  preparations to enter into a five-year tire shredding  project
in Quebec (see "Proposed Tire Shredding  Operations").  These operations and the
businesses of the Company's  customers may involve,  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,

                                       18
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  applicable to its proposed tire shredding  operations.  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 because it
has  not  yet  commenced   operations.   However,  the  inception  of  equipment
manufacturing and, possibly, tire shredding operations together with continually
changing  compliance  standards and technology,  may affect the Company's future
capital  expenditure  requirements  relating to  environmental  compliance.  See
PROPOSED BUSINESS.

      16. 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 (see
BUSINESS  "Agreements  With  Subcontractors",   below).  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

                                       19
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 (see BUSINESS:  "Production
and Supply").

      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.

      17.  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.
Although the Company has filed a patent  application  respecting its proprietary
disintegration system, there cannot, at this time be any guarantee that a patent
will, in fact, be granted pursuant to such  application.  Moreover,  even in the
event  that the  Company  is  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  must  continue  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 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.

      18.  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. To do so, the
Company  will have to raise  sufficient  funding to complete  and  continue  its
development  program and to employ  highly  qualified  personnel.  There  cannot
however be any  assurance  that the  Company  will be able to raise the  capital
necessary to enable it to do so or that it will be able to locate or retain such
personnel.

                                       20
19. 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.

      20. 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.

      21. Authorization of Preferred Stock. The Company's Amended Certificate of
Incorporation  authorizes  the issuance of "open" 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  "open"  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.  The  Company  does  not have  any  provisions  in its
Certificate of Incorporation which would have an anti-takeover effect.  However,
certain  provisions  in the  employment  agreements  of certain of the Company's
officers could 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.

                                       21
SELLING SHAREHOLDER

      The 475,303 shares of common stock (the "Shares") being offered  hereunder
by the Selling Shareholder were acquired by him on January 30, 1995, pursuant to
the terms of his  employment  agreement,  dated January 18, 1995, as amended May
30, 1996 (the "Byrne Employment Agreement") for services rendered to the Company
prior the date of the said  Employment  Agreement and in  consideration  for his
entering into such Employment  Agreement.  The Byrne 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 Byrne  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 "control  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.

                                       22
Number of                   Number of      Percentage
                                                            Position       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
------------------------------------------------------------------------------------------------------------------------------------
Terence C. Byrne     Executive Agreement of January 18,   President, CEO,  13,606,711(1)     475,303    13,606,711(1)   28.82% (2)
                     1995, as amended May 30, 1996        and Director

====================================================================================================================================
(1) Includes:  (i)  7,701,695  shares held of record by Mr. Byrne as of March 9,
1998;  (ii)  227,328  shares held of record by Mr.  Byrne's  wife,  Darla Sapone
Byrne,  over which shares Mr. Byrne has voting power  pursuant to an irrevocable
proxy granted to him on September 27, 1996;  (iii) 446,596 shares held of record
by John W. Surgent,  over which shares Mr. Byrne has voting power pursuant to an
irrevocable  proxy granted to him on June 13, 1996; and (iv)  5,231,092,  shares
held of record by The Nais  Corporation  over which  shares Mr. Byrne has voting
power pursuant to an irrevocable proxy granted to him in June of 1997.

(2)  Based upon 47,644,182 shares issued and outstanding on March 16, 1998.

                                       23
PLAN OF DISTRIBUTION

      The  Selling  Shareholder  has not  offered  or  sold  any  shares  of the
Company's  Common Stock pursuant to a registration  statement on Form S-8 within
the three-month  period preceding the date hereof.  The number of shares offered
hereunder  by the Selling  Shareholder  represents  less than one percent of the
total  number of shares of the  Company's  common  stock  presently  issued  and
outstanding.  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 pertaining.  In
connection  therewith the Selling Shareholder may utilize the services of Donald
& Co.  Securities,  Inc.,  788 Shrewsbury  Avenue,  Tinton Falls,  NJ 07724,  or
another  broker-dealer,  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 the Company  consists of seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock, par value $.001 per share. There are presently  forty-seven million, five
hundred thirty thousand, three hundred fifty-eight (47,644,182) shares of Common
Stock issued and outstanding. The Open 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 the Company's board
of  directors,  and stated in the  resolution or  resolutions  providing for the
issuance of such shares adopted by the Company's board of directors  pursuant to
authority vested in it in the Company'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 the Company's
board of directors pursuant to authority vested in the Company'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 the Company's board of directors  pursuant to authority  vested in it
in the Company's Certificate of Incorporation.

                                       24
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-K, 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 6.9% of the Company's
issued and outstanding common stock.

                                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

                                       25
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.

      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,

                                       26
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.

                                       27
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 and December 31, 1997,  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) and
      dated February 3, 1998 (filed with the Commission on February 17, 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 seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock,  par value  $.001 per share.  The Open  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,

                                       28
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 6.9% of the Registrant's issued
and outstanding common stock.

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

                                       29
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.

      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

                                       30
(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 475,303 shares of common stock (the "Shares") being offered  hereunder
by the Selling  Shareholder  was  acquired  by him  pursuant to the terms of his
employment  agreement,  dated  January  18,  1995,  as amended May 30, 1996 (the
"Byrne Employment Agreement"). The Byrne 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
Byrne Employment  Agreement is sometimes  referred to hereinafter as the "Plan".
For purposes of this  Reoffer  Prospectus,  all of the Shares  being  registered
hereunder  are  "control  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  executive
      officer and director 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  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.

                                       31
(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.

Item 8.  Exhibits.

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

                                                         Exhibits Incorporated
                                                          Herein By Reference,
                                                       Exhibit No. As Filed With
                                                          Document Indicated

4.1   Executive Agreement, dated Jan 18, 1995,                   10(rr)
         between Registrant and Terence C. Byrne (1)

4.2   Amendment No. 1, dated May 30, 1996, to Executive          4.7
         Agreement, dated Jan 18, 1995, between Registrant
           and Terence C. Byrne (2)

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

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).

----------
(1) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated  above,  to  Registrant's  annual report on Form 10-KSB for the fiscal
year ended June 30, 1995, which exhibits are incorporated herein by reference.

                                       32
(2) Filed with the  Securities  and Exchange  Commission  on July 22, 1996 as an
exhibit,   numbered  as  indicated  above,  to  the  registration  statement  of
Registrant on Form S-8, File No. 33-5310, which exhibits are incorporated herein
by reference.

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

                                       33
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  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 Ville St. Laurent, Province of Quebec, Canada, on the
16th day of March 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, Chief             March 16, 1998
-----------------------------        Executive Officer and         
  Terence C. Byrne                   Chief Financial Officer       
                                                                   
                                                                   
   /s/ Louis V. Muro                 Vice President in            March 16, 1998
-----------------------------        Charge of Engineering         
  Louis V. Muro                                                    
                                                                   
    /s/ John L. Threshie, Jr.        Secretary and Vice           March 16, 1998
-----------------------------        President of Operations    
  John L. Threshie, Jr.                                            

                                       35
A Majority of the Board of Directors

   /s/ Terence C. Byrne              Director                     March 16, 1998
-----------------------------                                                   
  Terence C. Byrne                                              

    /s/ Louis V. Muro                Director                     March 16, 1998
-----------------------------                                                   
  Louis V. Muro                                                 

    /s/ John L. Threshie, Jr.        Director                     March 16, 1998
-----------------------------                                                   
  John L. Threshie, Jr.                                     

    /s/ John G. Hartley              Director                     March 16, 1998
------------------------                  
  John G. Hartley

                                       36