As filed with the Securities and Exchange Commission on May 21, 1999
                                                                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)

                              CONSULTING AGREEMENT
                        BETWEEN THE TIREX CORPORATION AND
                                 DAVID SINCLAIR
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================================================
                                                   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,
 Pursuant to The Exercise
 of Options Granted Under
 Consulting Agreement with
 David Sinclair ...             454,545                $.1375                $62,500                 $18.94
                                                                                                     ------
                  TOTAL                                                                              $100
                                                                                                       
=============================================================================================================
</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 May 17, 1999.

<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, 1998,  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,  1998,  December  31,  1998 and March 31, 1999 filed
      pursuant to Section  15(d) of the Exchange Act, and  Registrant's  Current
      Reports on Form 8-K,  dated May 27,  1998 (filed  with the  Commission  on
      August  3,  1998),  September  14,  1998  (filed  with the  Commission  on
      September  18, 1998),  March 17, 1999 (filed with the  Commission on March
      23, 1999), and May 4, 1999 (filed with the Commission on May 18, 1999).

      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
registers  all  securities  then  remaining   unsold  under  this   registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  As at May 10,  1999 there were eighty  seven
million,  four  hundred  twenty  eight  thousand,  seven  hundred  seventy  nine
(87,428,779)  shares of Common Stock issued and  outstanding.  The Class A Stock
may be issued from time to time, in one or more  classes,  or one or more series
within any class  thereof,  in any manner  permitted by law, as determined  from
time to time by Registrant's board of directors, and stated in the resolution or
resolutions  providing for the issuance of such shares  adopted by  Registrant's
board  of  directors   pursuant  to  authority  vested  in  it  in  Registrant's
Certificate  of  Incorporation,   each  class  or  series  to  be  appropriately
designated,  prior to the issuance of any shares thereof, by some distinguishing
letter, number designation or title. All shares of stock in


                                       2
<PAGE>

such classes or series may be issued for such consideration and have such voting
powers,  full or limited, or no voting powers, and shall have such designations,
preferences and relative, participating,  optional, or other special rights, and
qualifications,  limitations or restrictions thereof, permitted by law, as shall
be stated and  expressed in the  resolution  or  resolutions,  providing for the
issuance of such shares adopted by Registrant's  board of directors  pursuant to
authority  vested in Registrant's  Certificate of  Incorporation.  The number of
shares of stock of any class or series  within any  class,  so set forth in such
resolution or  resolutions  may be increased  (but not above the total number of
authorized shares) or decreased (but not below the number of shares thereof then
outstanding) by further resolution or resolutions  adopted by Registrant's board
of directors  pursuant to authority vested in it in Registrant's  Certificate of
Incorporation.

      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.  As at May 10, 1999 Ms. Levine and her
husband,  Robert Levine,  were the record and beneficial owners of approximately
6.1% of the Registrant's  issued and outstanding  common stock.  Scott Rapfogel,
counsel to the Registrant,  is employed by Registrant as its assistant corporate
and securities counsel.  Mr. Rapfogel is the record and beneficial owner of less
than 1% of the Registrant's issued and outstanding common stock.


                                       3
<PAGE>

Item 6. Indemnification of Directors and Officers.

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

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


                                       4
<PAGE>

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

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

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

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

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

5.1                     Opinion of Scott Rapfogel,  Esq., regarding the legality
                        of  the   securities   being   registered   under   this
                        Registration Statement.

10.1                    Consulting  Agreement  dated January 1, 1999 between The
                        Tirex Corporation and David Sinclair

24.1                    Consent  of Pinkham & Pinkham,  P.C.,  Certified  Public
                        Accountants Independent Auditors for the Registrant.

24.2                    Consent  of  Scott  Rapfogel,   Esq.,  counsel  for  the
                        Registrant (set forth in the opinion of counsel included
                        as Exhibit 5.1).
----------


                                       5
<PAGE>

Item 9. Undertakings.

      (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities

Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.


                                       6
<PAGE>

(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.


                                       7
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 20th day
of May, 1999.

                                              THE TIREX CORPORATION

                                              By:/s/ Terence C. Byrne
                                                 --------------------
                                              Terence C. Byrne,
                                              Chairman of the Board of Directors
                                                     and Chief Executive Officer

      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                 Chairman of the Board        May 20, 1999
  --------------------                 of Directors and Chief 
  Terence C. Byrne                     Executive Officer      
                                       

  /s/ Michael D.A. Ash                 Secretary, Treasurer         May 20, 1999
  --------------------                 and Chief Financial and                  
  Michael D.A. Ash                     Accounting Officer                       
                                       
                                       

Majority of the Board of Directors

  /s/ Terence C. Byrne                 Director                     May 20, 1999
------------------------------
  Terence C. Byrne

  /s/ Louis Sanzaro                    Director                     May 20, 1999
------------------------------
  Louis Sanzaro

  /s/ Louis V. Muro                    Director                     May 20, 1999
------------------------------
  Louis V. Muro

  /s/ Henry Meier                      Director                     May 20, 1999
------------------------------
  Henry Meier


                                       8
<PAGE>

                                  EXHIBIT INDEX

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

5.1                    Opinion of Scott Rapfogel, Esq.
                       regarding the legality of the securities
                       being registered under this Registration
                       Statement                                        10

10.1                   Consulting Agreement dated January 1, 1999
                       between The Tirex Corporation
                       and David Sinclair                               12

24.1                   Consent of Pinkham & Pinkham, P.C.,
                       Certified Public Accountants
                       Independent Auditors for the Registrant          17

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


                                       9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23448}]
{"company-data": {"conformed-name": "TIREX CORP", "cik": "0000823072", "assigned-sic": "3550", "irs-number": "222824362", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78995", "film-number": "99631636"}, "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 May 21, 1999
                                                                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)

                              CONSULTING AGREEMENT
                        BETWEEN THE TIREX CORPORATION AND
                                 DAVID SINCLAIR
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE

=============================================================================================================
                                                   Proposed Maximum      Proposed Maximum         Amount of
Title of Securities           Amount to be          Offering Price      Aggregate Offering       Registration
 to be Registered              Registered            per Share*             Price*                   Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, Par Value,
 $.001 Per Share,
 Pursuant to The Exercise
 of Options Granted Under
 Consulting Agreement with
 David Sinclair ...             454,545                $.1375                $62,500                 $18.94
                                                                                                     ------
                  TOTAL                                                                              $100
                                                                                                       
=============================================================================================================
* 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 May 17, 1999.
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, 1998,  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,  1998,  December  31,  1998 and March 31, 1999 filed
      pursuant to Section  15(d) of the Exchange Act, and  Registrant's  Current
      Reports on Form 8-K,  dated May 27,  1998 (filed  with the  Commission  on
      August  3,  1998),  September  14,  1998  (filed  with the  Commission  on
      September  18, 1998),  March 17, 1999 (filed with the  Commission on March
      23, 1999), and May 4, 1999 (filed with the Commission on May 18, 1999).

      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
registers  all  securities  then  remaining   unsold  under  this   registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share.  As at May 10,  1999 there were eighty  seven
million,  four  hundred  twenty  eight  thousand,  seven  hundred  seventy  nine
(87,428,779)  shares of Common Stock issued and  outstanding.  The Class A Stock
may be issued from time to time, in one or more  classes,  or one or more series
within any class  thereof,  in any manner  permitted by law, as determined  from
time to time by Registrant's board of directors, and stated in the resolution or
resolutions  providing for the issuance of such shares  adopted by  Registrant's
board  of  directors   pursuant  to  authority  vested  in  it  in  Registrant's
Certificate  of  Incorporation,   each  class  or  series  to  be  appropriately
designated,  prior to the issuance of any shares thereof, by some distinguishing
letter, number designation or title. All shares of stock in

                                       2
such classes or series may be issued for such consideration and have such voting
powers,  full or limited, or no voting powers, and shall have such designations,
preferences and relative, participating,  optional, or other special rights, and
qualifications,  limitations or restrictions thereof, permitted by law, as shall
be stated and  expressed in the  resolution  or  resolutions,  providing for the
issuance of such shares adopted by Registrant's  board of directors  pursuant to
authority  vested in Registrant's  Certificate of  Incorporation.  The number of
shares of stock of any class or series  within any  class,  so set forth in such
resolution or  resolutions  may be increased  (but not above the total number of
authorized shares) or decreased (but not below the number of shares thereof then
outstanding) by further resolution or resolutions  adopted by Registrant's board
of directors  pursuant to authority vested in it in Registrant's  Certificate of
Incorporation.

      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.  As at May 10, 1999 Ms. Levine and her
husband,  Robert Levine,  were the record and beneficial owners of approximately
6.1% of the Registrant's  issued and outstanding  common stock.  Scott Rapfogel,
counsel to the Registrant,  is employed by Registrant as its assistant corporate
and securities counsel.  Mr. Rapfogel is the record and beneficial owner of less
than 1% of the Registrant's issued and outstanding common stock.

                                       3
Item 6. Indemnification of Directors and Officers.

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

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

                                       4
Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

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

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

5.1                     Opinion of Scott Rapfogel,  Esq., regarding the legality
                        of  the   securities   being   registered   under   this
                        Registration Statement.

10.1                    Consulting  Agreement  dated January 1, 1999 between The
                        Tirex Corporation and David Sinclair

24.1                    Consent  of Pinkham & Pinkham,  P.C.,  Certified  Public
                        Accountants Independent Auditors for the Registrant.

24.2                    Consent  of  Scott  Rapfogel,   Esq.,  counsel  for  the
                        Registrant (set forth in the opinion of counsel included
                        as Exhibit 5.1).
----------

                                       5
Item 9. Undertakings.

      (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities

Exchange Act of 1934) that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       6
(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.

                                       7
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 20th day
of May, 1999.

                                              THE TIREX CORPORATION

                                              By:/s/ Terence C. Byrne
                                                 --------------------
                                              Terence C. Byrne,
                                              Chairman of the Board of Directors
                                                     and Chief Executive Officer

      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                 Chairman of the Board        May 20, 1999
  --------------------                 of Directors and Chief 
  Terence C. Byrne                     Executive Officer      
                                       

  /s/ Michael D.A. Ash                 Secretary, Treasurer         May 20, 1999
  --------------------                 and Chief Financial and                  
  Michael D.A. Ash                     Accounting Officer                       
                                       
                                       

Majority of the Board of Directors

  /s/ Terence C. Byrne                 Director                     May 20, 1999
------------------------------
  Terence C. Byrne

  /s/ Louis Sanzaro                    Director                     May 20, 1999
------------------------------
  Louis Sanzaro

  /s/ Louis V. Muro                    Director                     May 20, 1999
------------------------------
  Louis V. Muro

  /s/ Henry Meier                      Director                     May 20, 1999
------------------------------
  Henry Meier

                                       8
EXHIBIT INDEX

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

5.1                    Opinion of Scott Rapfogel, Esq.
                       regarding the legality of the securities
                       being registered under this Registration
                       Statement                                        10

10.1                   Consulting Agreement dated January 1, 1999
                       between The Tirex Corporation
                       and David Sinclair                               12

24.1                   Consent of Pinkham & Pinkham, P.C.,
                       Certified Public Accountants
                       Independent Auditors for the Registrant          17

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

                                       9