As filed with the Securities and Exchange Commission on December 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.)

  3828 St. Patrick
  Montreal, Quebec                                              H4E 1A4
(Address of Principal Executive Offices)                      (Zip Code)

                  RETAINER AGREEMENT BETWEEN THE REGISTRANT AND
                               LEVINE AND 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
 Retainer Agreement with:

 Scott Rapfogel                    256,557           $.085               $21,807          $ 6.61

 Frances Katz Levine               425,845           $.085               $36,197          $10.97

                  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 December 13, 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,  1999,  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,  March 31, 1999,  and
         September 30, 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),  May 10, 1999 (filed with the  Commission on May 24,
         1999), and September 3, 1999 (filed with the Commission on September 3,
         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, all of which are
designated Common Stock par value $.001 per share. As at December 13, 1999 there
were one hundred  eighteen  million,  four  hundred  eighty one  thousand,  five
hundred   twenty  eight   (118,481,528)   shares  of  Common  Stock  issued  and
outstanding.

         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


                                       2
<PAGE>

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 preemptive,  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 December 13, 1999 Ms.
Levine (together with her husband,  Robert Levine),  and Scott Rapfogel were the
respective  record and beneficial  owners of approximately  6.1% and 1.9% of the
Registrant's  issued and outstanding  common stock. In addition,  Ms. Levine and
Mr. Rapfogel,  respectively,  own options to purchase 425,845 and 256,557 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


                                       3
<PAGE>

involved  by  reason of the fact that he or she  served or is  serving  in these
capacities,  if he or  she  acted  in  good  faith  and  in a  manner  he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal action or proceeding, had no cause
o believe his or her conduct was unlawful.  In the case of a claim, action, suit
or proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim  issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence or misconduct  int he
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right  against all expenses in connection  therewith or resulting  therefrom.
The effect of this provision in the certificate of incorporation is to eliminate
the  rights  of the  Registrant  and  its  stockholders  (through  stockholders?
derivative  suits on behalf  of the  Registrant)  to  recover  monetary  damages
against  a  director  for  breach of  fiduciary  duty as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations described above.

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  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.


                                       4
<PAGE>


         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             Retainer Agreement, dated September 21, 1999, between Registrant
                and  Levine & Rapfogel

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

24.1            Consent of Pinkham & Pinkham, P.C., Certified Public Accountants
                Independent  Auditor   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
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a


                                       5
<PAGE>

                           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.


                                       6
<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 21st day
of December 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      December 21, 1999
-------------------------------     of Directors and Chief
  Terence C. Byrne                  Executive Officer


  /s/ Michael Ash                   Treasurer and Chief        December 21, 1999
-------------------------------     Financial and Accounting
  Michael Ash                       Officer


Majority of the Board of Directors


  /s/ Terence C. Byrne              Director                   December 21, 1999
------------------------------
  Terence C. Byrne


  /s/ Louis V. Muro                 Director                   December 21, 1999
------------------------------
  Louis V. Muro


  /s/ Louis Sanzaro                 Director                   December 21, 1999
------------------------------
  Louis Sanzaro


  /s/ Henry Meier                   Director                   December 21, 1999
-------------------------------
  Henry Meier



                                       7
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Item                                         Page
-----------                ----                                         ----
4.1               Retainer Agreement, dated September 21, 1999,          9
                  between Registrant and Levine & Rapfogel

5.1               Opinion of Frances Katz Levine, Esq.                  12
                  regarding the legality of the securities
                  being registered under this Registration
                  Statement

24.1              Consent of Pinkham & Pinkham, P.C.,                   14
                  Certified Public Accountants
                  Independent Auditors for the Registrant

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)


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21545}]
{"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": "333-93177", "film-number": "99777998"}, "business-address": {"street1": "3828 ST PATRICK", "city": "MONTREAL QUEBEC", "state": "A8", "zip": "H4E1A4", "phone": "5148780727"}, "former-company": {"former-conformed-name": "TIREX AMERICA INC", "date-changed": "19940715"}}
As filed with the Securities and Exchange Commission on December 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.)

  3828 St. Patrick
  Montreal, Quebec                                              H4E 1A4
(Address of Principal Executive Offices)                      (Zip Code)

                  RETAINER AGREEMENT BETWEEN THE REGISTRANT AND
                               LEVINE AND 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
 Retainer Agreement with:

 Scott Rapfogel                    256,557           $.085               $21,807          $ 6.61

 Frances Katz Levine               425,845           $.085               $36,197          $10.97

                  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 December 13, 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,  1999,  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,  March 31, 1999,  and
         September 30, 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),  May 10, 1999 (filed with the  Commission on May 24,
         1999), and September 3, 1999 (filed with the Commission on September 3,
         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, all of which are
designated Common Stock par value $.001 per share. As at December 13, 1999 there
were one hundred  eighteen  million,  four  hundred  eighty one  thousand,  five
hundred   twenty  eight   (118,481,528)   shares  of  Common  Stock  issued  and
outstanding.

         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

                                       2
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 preemptive,  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 December 13, 1999 Ms.
Levine (together with her husband,  Robert Levine),  and Scott Rapfogel were the
respective  record and beneficial  owners of approximately  6.1% and 1.9% of the
Registrant's  issued and outstanding  common stock. In addition,  Ms. Levine and
Mr. Rapfogel,  respectively,  own options to purchase 425,845 and 256,557 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

                                       3
involved  by  reason of the fact that he or she  served or is  serving  in these
capacities,  if he or  she  acted  in  good  faith  and  in a  manner  he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal action or proceeding, had no cause
o believe his or her conduct was unlawful.  In the case of a claim, action, suit
or proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim  issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence or misconduct  int he
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right  against all expenses in connection  therewith or resulting  therefrom.
The effect of this provision in the certificate of incorporation is to eliminate
the  rights  of the  Registrant  and  its  stockholders  (through  stockholders?
derivative  suits on behalf  of the  Registrant)  to  recover  monetary  damages
against  a  director  for  breach of  fiduciary  duty as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations described above.

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  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.

                                       4
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             Retainer Agreement, dated September 21, 1999, between Registrant
                and  Levine & Rapfogel

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

24.1            Consent of Pinkham & Pinkham, P.C., Certified Public Accountants
                Independent  Auditor   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
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a

                                       5
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.

                                       6
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 21st day
of December 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      December 21, 1999
-------------------------------     of Directors and Chief
  Terence C. Byrne                  Executive Officer

  /s/ Michael Ash                   Treasurer and Chief        December 21, 1999
-------------------------------     Financial and Accounting
  Michael Ash                       Officer

Majority of the Board of Directors

  /s/ Terence C. Byrne              Director                   December 21, 1999
------------------------------
  Terence C. Byrne

  /s/ Louis V. Muro                 Director                   December 21, 1999
------------------------------
  Louis V. Muro

  /s/ Louis Sanzaro                 Director                   December 21, 1999
------------------------------
  Louis Sanzaro

  /s/ Henry Meier                   Director                   December 21, 1999
-------------------------------
  Henry Meier

                                       7
EXHIBIT INDEX

Exhibit No.                Item                                         Page
-----------                ----                                         ----
4.1               Retainer Agreement, dated September 21, 1999,          9
                  between Registrant and Levine & Rapfogel

5.1               Opinion of Frances Katz Levine, Esq.                  12
                  regarding the legality of the securities
                  being registered under this Registration
                  Statement

24.1              Consent of Pinkham & Pinkham, P.C.,                   14
                  Certified Public Accountants
                  Independent Auditors for the Registrant

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)

                                       8