As filed with the Securities and Exchange Commission on July 28, 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)

                EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND:
                     FRANCES KATZ LEVINE AND SCOTT RAPFOGEL
                            (Full title of the Plan)

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

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

<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,
Pursuant to The Exercise
of Options Granted Under
Employment Agreement with:

Scott Rapfogel                 2,000,000               $.075          $150,000               $45.45

Frances Katz Levine            2,000,000               $.075          $150,000               $45.45

                           TOTAL                                                             $100
======================================================================================================
</TABLE>

* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(g) 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 July 21, 1999.


                                       1
<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), May 4, 1999 (filed with the Commission on May 18, 1999), and
         May 10, 1999 (filed with the Commission on May 24, 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 July 6, 1999 there were one hundred
one  million,  eight  hundred  fifty four  thousand,  nine  hundred  seventy six
(101,854,976)  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


                                       2
<PAGE>

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

         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.

         The law firm of Levine and Rapfogel is acting as special counsel to the
Registrant  for  purposes  of the  preparation  and filing of this  Registration
Statement.  Frances  Katz  Levine  and  Scott  Rapfogel,   shareholders  of  the
Registrant, are principals of Levine and Rapfogel. As at July 6, 1999 Ms. Levine
and her  husband,  Robert  Levine,  were the  record  and  beneficial  owners of
approximately  8.4% of the Registrant's  issued and outstanding common stock. As
at July 6,  1999,  Scott  Rapfogel  was  the  record  and  beneficial  owner  of
approximately  2.4% of the Registrant's  issued and outstanding common stock. In
addition, each of Ms. Levine and Mr.


                                       3
<PAGE>

Rapfogel own options to purchase  2,000,000  shares of the  Registrant's  common
stock at an exercise price of $.001 per share.

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


                                       4
<PAGE>

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,  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
-----------       ----

4.1               Settlement and Retainer Agreement,  dated June 25, 2999, among
                  Registrant, Frances Katz Levine, and Scott Rapfogel

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


                                       5
<PAGE>

10.1              Employment   Agreement   dated   December   22,  1996  between
                  Registrant and Frances Katz Levine1

10.2              Amendment  dated  May 1,  1997,  to  Employment  Agreement  of
                  December 22,  1996,  between the  Registrant  and Frances Katz
                  Levine2

10.3              Employment  Agreement  made as of June 22,  1998  between  the
                  Registrant and Scott Rapfogel3

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

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

----------

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

--------

            1     Filed with the Securities and Exchange Commission,  as exhibit
                  10(gggg) to the Registrant's  Annual Report on Form 10-KSB for
                  the  fiscal  year  ended  June  30,  1997,  which  exhibit  is
                  incorporated herein by reference.

            2     Filed with the Securities and Exchange Commission,  as exhibit
                  10(hhhh) to the Registrant's  Annual Report on Form 10-KSB for
                  the  fiscal  year  ended  June  30,  1997,  which  exhibit  is
                  incorporated herein by reference.

            3     Filed with the Securities and Exchange  Commission on July 30,
                  1998 as Exhibit  10.3 to the  Registrant's  Current  Report on
                  Form 8-K dated May 27,  1998,  which  exhibit is  incorporated
                  herein by reference.

                                       6
<PAGE>

                                    amendment thereof) which, individually or in
                                    the   aggregate,   represent  a  fundamental
                                    change in the  information  set forth in the
                                    registration statement;

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

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

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

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

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

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  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 26th day
of July, 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.

<TABLE>
<CAPTION>
         Signature                                   Title                                 Date
         ---------                                   -----                                 ----
<S>                                         <C>                                         <C>
  /s/ Terence C. Byrne                      Chairman of the Board                       July 26, 1999
------------------------------              of Directors and Chief
  Terence C. Byrne                          Executive Officer


  /s/ Henry Meier                           Treasurer and Chief                         July 26, 1999
------------------------------              Financial and Accounting
  Henry Meier                               Officer

Majority of the Board of Directors

  /s/ Terence C. Byrne                      Director                                    July 26, 1999
------------------------------
  Terence C. Byrne


  /s/ Louis Sanzaro                         Director                                    July 26, 1999
------------------------------
  Louis Sanzaro


  /s/ Louis V. Muro                         Director                                    July 26, 1999
------------------------------
  Louis V. Muro


  /s/ Henry Meier                           Director                                    July 26, 1999
------------------------------
  Henry Meier
</TABLE>


                                       8
<PAGE>

                             EXHIBIT INDEX

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

4.1                  Settlement and Retainer Agreement,
                     dated June 25, 2999, among Registrant,
                     Frances Katz Levine, and Scott Rapfogel            10

5.1                  Opinion of Frances Katz Levine, Esq.
                     regarding the legality of the securities
                     being registered under this Registration
                     Statement                                          15

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

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


                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25791}]
{"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": "333-83931", "film-number": "99672057"}, "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 July 28, 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)

                EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND:
                     FRANCES KATZ LEVINE AND SCOTT RAPFOGEL
                            (Full title of the Plan)

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

                                 (718) 981-8485
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================
                                               Proposed Maximum   Proposed Maximum        Amount of
Title of Securities            Amount to be     Offering Price    Aggregate Offering      Registration
  to be Registered               Registered        per Share*          Price*                 Fee
------------------------------------------------------------------------------------------------------

======================================================================================================
Common Stock, Par Value,
$.001 Per Share,
Pursuant to The Exercise
of Options Granted Under
Employment Agreement with:

Scott Rapfogel                 2,000,000               $.075          $150,000               $45.45

Frances Katz Levine            2,000,000               $.075          $150,000               $45.45

                           TOTAL                                                             $100
======================================================================================================
* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(g) 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 July 21, 1999.

                                       1
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), May 4, 1999 (filed with the Commission on May 18, 1999), and
         May 10, 1999 (filed with the Commission on May 24, 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 July 6, 1999 there were one hundred
one  million,  eight  hundred  fifty four  thousand,  nine  hundred  seventy six
(101,854,976)  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

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

         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.

         The law firm of Levine and Rapfogel is acting as special counsel to the
Registrant  for  purposes  of the  preparation  and filing of this  Registration
Statement.  Frances  Katz  Levine  and  Scott  Rapfogel,   shareholders  of  the
Registrant, are principals of Levine and Rapfogel. As at July 6, 1999 Ms. Levine
and her  husband,  Robert  Levine,  were the  record  and  beneficial  owners of
approximately  8.4% of the Registrant's  issued and outstanding common stock. As
at July 6,  1999,  Scott  Rapfogel  was  the  record  and  beneficial  owner  of
approximately  2.4% of the Registrant's  issued and outstanding common stock. In
addition, each of Ms. Levine and Mr.

                                       3
Rapfogel own options to purchase  2,000,000  shares of the  Registrant's  common
stock at an exercise price of $.001 per share.

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

                                       4
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,  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
-----------       ----

4.1               Settlement and Retainer Agreement,  dated June 25, 2999, among
                  Registrant, Frances Katz Levine, and Scott Rapfogel

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

                                       5
10.1              Employment   Agreement   dated   December   22,  1996  between
                  Registrant and Frances Katz Levine1

10.2              Amendment  dated  May 1,  1997,  to  Employment  Agreement  of
                  December 22,  1996,  between the  Registrant  and Frances Katz
                  Levine2

10.3              Employment  Agreement  made as of June 22,  1998  between  the
                  Registrant and Scott Rapfogel3

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

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

----------

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

--------

            1     Filed with the Securities and Exchange Commission,  as exhibit
                  10(gggg) to the Registrant's  Annual Report on Form 10-KSB for
                  the  fiscal  year  ended  June  30,  1997,  which  exhibit  is
                  incorporated herein by reference.

            2     Filed with the Securities and Exchange Commission,  as exhibit
                  10(hhhh) to the Registrant's  Annual Report on Form 10-KSB for
                  the  fiscal  year  ended  June  30,  1997,  which  exhibit  is
                  incorporated herein by reference.

            3     Filed with the Securities and Exchange  Commission on July 30,
                  1998 as Exhibit  10.3 to the  Registrant's  Current  Report on
                  Form 8-K dated May 27,  1998,  which  exhibit is  incorporated
                  herein by reference.

                                       6
amendment thereof) which, individually or in
                                    the   aggregate,   represent  a  fundamental
                                    change in the  information  set forth in the
                                    registration statement;

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

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

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

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

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

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  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 26th day
of July, 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                       July 26, 1999
------------------------------              of Directors and Chief
  Terence C. Byrne                          Executive Officer

  /s/ Henry Meier                           Treasurer and Chief                         July 26, 1999
------------------------------              Financial and Accounting
  Henry Meier                               Officer

Majority of the Board of Directors

  /s/ Terence C. Byrne                      Director                                    July 26, 1999
------------------------------
  Terence C. Byrne

  /s/ Louis Sanzaro                         Director                                    July 26, 1999
------------------------------
  Louis Sanzaro

  /s/ Louis V. Muro                         Director                                    July 26, 1999
------------------------------
  Louis V. Muro

  /s/ Henry Meier                           Director                                    July 26, 1999
------------------------------
  Henry Meier
8
EXHIBIT INDEX

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

4.1                  Settlement and Retainer Agreement,
                     dated June 25, 2999, among Registrant,
                     Frances Katz Levine, and Scott Rapfogel            10

5.1                  Opinion of Frances Katz Levine, Esq.
                     regarding the legality of the securities
                     being registered under this Registration
                     Statement                                          15

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

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

                                       9