As filed with the Securities and Exchange Commission on April 14, 1998

                                                           Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

                         PUERTO RICAN MARKET DEVELOPMENT
                        AND BUSINESS CONSULTING AGREEMENT
                             BETWEEN REGISTRANT AND
                                  ALAN EPSTEIN
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================
                                             Proposed Maximum    Proposed Maximum       Amount of
Title of Securities          Amount to be     Offering Price    Aggregate Offering     Registration
  to be Registered            Registered        per Share*            Price*               Fee
---------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                <C>                 <C>    
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to Compensation
Agreement With
Alan Epstein                  1,000,000           $ 0.35             $350,000            $106.06

           TOTAL              1,000,000           $ 0.35             $350,000            $106.06

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

* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on April 9, 1998.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

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

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

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

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

Item 4.  Description of Securities.

      The  authorized  capital stock of Registrant  consists of seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock,  par value  $.001 per share.  The Open  Stock may be issued  from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,


                                       2
<PAGE>

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

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

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

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

Item 5.  Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its  corporate  and  securities  counsel.  She  resigned  her  positions as a
director  and  as  Secretary  of  the  Registrant  on  December  22,  1996.  Her
resignation was not caused by any disagreement with the Registrant on any matter
relating to the Registrant's  operations,  policies, or practices. Ms. Levine is
the record and beneficial owner of approximately 6.9% of the Registrant's issued
and outstanding common stock.

Item 6.  Indemnification of Directors and Officers.

      As permitted by sections 102 and 145 of the Delaware  General  Corporation
Law,  the  Registrant's  certificate  of  incorporation  eliminates a director's
personal  liability for monetary  damages to the Registrant and its stockholders
arising from a breach or alleged  breach of a director's  fiduciary  duty except
for liability under section 174 of the Delaware General


                                       3
<PAGE>

Corporation Law or liability for any breach of the director's duty of loyalty to
the Registrant or its  stockholders,  for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law or for any
transaction from which the director derived an improper  personal  benefit.  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 Registrant's bylaws provide for indemnification of officers, directors
and  employees,  and the Company has entered into an  indemnification  agreement
with each officer and director of the  Registrant  (an  Indemnitee").  Under the
bylaws and such  indemnification  agreements,  the Registrant  must indemnify an
Indemnitee  to the  fullest  extent  permitted  by  Delaware  law for losses and
expenses incurred in connection with actions in which the Indemnitee is involved
by  reason  of  having  been a  director  or  employee  of the  Registrant.  The
Registrant  is also  obligated to advance  expenses an  Indemnitee  may incur in
connection  with such  actions  before any  resolution  of the  action,  and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.

      There is no litigation pending,  and neither the Registrant nor any of its
directors know of any threatened  litigation,  which might result in a claim for
indemnification by any director or officer.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      The exhibits filed as a part of this Report are as follows:

4.1   Puerto Rican Market  Development  Agreement,  dated April 13, 1998 between
      Registrant and Alan Epstein

4.2   Option To Purchase Common Stock, dated April 13, 1998

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

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

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


                                       4
<PAGE>

Item 9.  Undertakings.

      (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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


                                       5
<PAGE>

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


                                       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 13th day
of April 1998.

                                                THE TIREX CORPORATION



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

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

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

/s/ Terence C. Byrne              President, Chief
---------------------------       Executive Officer and           April 13, 1998
  Terence C. Byrne                Chief Financial Officer
                                           

/s/ Louis V. Muro                 Vice President in               April 13, 1998
---------------------------       Charge of Engineering           
  Louis V. Muro                                      

/s/ John L. Threshie, Jr.         Secretary and Vice              April 13, 1998
---------------------------       President of Operations         
  John L. Threshie, Jr.                                  

A Majority of the Board of Directors

/s/ Terence C. Byrne              Director                        April 13, 1998
---------------------------                                       
  Terence C. Byrne

/s/ Louis V. Muro                 Director                        April 13, 1998
---------------------------                                       
  Louis V. Muro

/s/ John L. Threshie, Jr.         Director                        April 13, 1998
---------------------------                                       
  John L. Threshie, Jr.

/s/ John G. Hartley               Director                        April 13, 1998
---------------------------                                    
  John G. Hartley


                                       7
<PAGE>

                               INDEX TO EXHIBITS

Exhibit
Number      Description of Documents                                        Page
------      ------------------------                                        ----

4.1         Puerto Rican Market Development Agreement,                        9
             dated April 13, 1998 between Registrant
             and Alan Epstein

4.2         Option To Purchase Common Stock,                                 18
             dated April 13, 1998

5.1         Opinion of Frances Katz Levine, Esq.,                            24
             regarding the legality of the securities
             being registered under this Registration Statement.

24.1        Consent of Nevoso, Pivirotto, Pinkham & Foster,                  26
             Certified Public Accountants,
             LLC Independent Auditors for the Registrant.

24.2        Consent of Frances Katz Levine,
             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": 19640}]
{"company-data": {"conformed-name": "TIREX CORP", "cik": "0000823072", "assigned-sic": "3550", "irs-number": "3282985", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50071", "film-number": "98593376"}, "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 April 14, 1998

                                                           Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

                         PUERTO RICAN MARKET DEVELOPMENT
                        AND BUSINESS CONSULTING AGREEMENT
                             BETWEEN REGISTRANT AND
                                  ALAN EPSTEIN
                            (Full title of the Plan)

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

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================
                                             Proposed Maximum    Proposed Maximum       Amount of
Title of Securities          Amount to be     Offering Price    Aggregate Offering     Registration
  to be Registered            Registered        per Share*            Price*               Fee
---------------------------------------------------------------------------------------------------
Common Stock, Par Value,
$.001 Per Share, Issued
Pursuant to Compensation
Agreement With
Alan Epstein                  1,000,000           $ 0.35             $350,000            $106.06

           TOTAL              1,000,000           $ 0.35             $350,000            $106.06

===================================================================================================
* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on April 9, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

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

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

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

Item 4.  Description of Securities.

      The  authorized  capital stock of Registrant  consists of seventy  million
shares  (70,000,000),  par value $.001 per share, of which  sixty-nine  million,
nine hundred thousand  (69,900,000) shares are designated Common Stock par value
$.001 per share, and one hundred  thousand  (100,000) shares are designated Open
Stock,  par value  $.001 per share.  The Open  Stock may be issued  from time to
time, in one or more classes, or one or more series within any class thereof, in
any manner  permitted by law, as  determined  from time to time by  Registrant's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by Registrant's  board of directors pursuant
to authority  vested in it in Registrant's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,

                                       2
providing  for the  issuance of such  shares  adopted by  Registrant's  board of
directors   pursuant  to  authority   vested  in  Registrant's   Certificate  of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

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

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

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

Item 5.  Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its  corporate  and  securities  counsel.  She  resigned  her  positions as a
director  and  as  Secretary  of  the  Registrant  on  December  22,  1996.  Her
resignation was not caused by any disagreement with the Registrant on any matter
relating to the Registrant's  operations,  policies, or practices. Ms. Levine is
the record and beneficial owner of approximately 6.9% of the Registrant's issued
and outstanding common stock.

Item 6.  Indemnification of Directors and Officers.

      As permitted by sections 102 and 145 of the Delaware  General  Corporation
Law,  the  Registrant's  certificate  of  incorporation  eliminates a director's
personal  liability for monetary  damages to the Registrant and its stockholders
arising from a breach or alleged  breach of a director's  fiduciary  duty except
for liability under section 174 of the Delaware General

                                       3
Corporation Law or liability for any breach of the director's duty of loyalty to
the Registrant or its  stockholders,  for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law or for any
transaction from which the director derived an improper  personal  benefit.  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 Registrant's bylaws provide for indemnification of officers, directors
and  employees,  and the Company has entered into an  indemnification  agreement
with each officer and director of the  Registrant  (an  Indemnitee").  Under the
bylaws and such  indemnification  agreements,  the Registrant  must indemnify an
Indemnitee  to the  fullest  extent  permitted  by  Delaware  law for losses and
expenses incurred in connection with actions in which the Indemnitee is involved
by  reason  of  having  been a  director  or  employee  of the  Registrant.  The
Registrant  is also  obligated to advance  expenses an  Indemnitee  may incur in
connection  with such  actions  before any  resolution  of the  action,  and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.

      There is no litigation pending,  and neither the Registrant nor any of its
directors know of any threatened  litigation,  which might result in a claim for
indemnification by any director or officer.

Item 7.  Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      The exhibits filed as a part of this Report are as follows:

4.1   Puerto Rican Market  Development  Agreement,  dated April 13, 1998 between
      Registrant and Alan Epstein

4.2   Option To Purchase Common Stock, dated April 13, 1998

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

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

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

                                       4
Item 9.  Undertakings.

      (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

                                       5
(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 13th day
of April 1998.

                                                THE TIREX CORPORATION

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

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

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

/s/ Terence C. Byrne              President, Chief
---------------------------       Executive Officer and           April 13, 1998
  Terence C. Byrne                Chief Financial Officer
                                           

/s/ Louis V. Muro                 Vice President in               April 13, 1998
---------------------------       Charge of Engineering           
  Louis V. Muro                                      

/s/ John L. Threshie, Jr.         Secretary and Vice              April 13, 1998
---------------------------       President of Operations         
  John L. Threshie, Jr.                                  

A Majority of the Board of Directors

/s/ Terence C. Byrne              Director                        April 13, 1998
---------------------------                                       
  Terence C. Byrne

/s/ Louis V. Muro                 Director                        April 13, 1998
---------------------------                                       
  Louis V. Muro

/s/ John L. Threshie, Jr.         Director                        April 13, 1998
---------------------------                                       
  John L. Threshie, Jr.

/s/ John G. Hartley               Director                        April 13, 1998
---------------------------                                    
  John G. Hartley

                                       7
INDEX TO EXHIBITS

Exhibit
Number      Description of Documents                                        Page
------      ------------------------                                        ----

4.1         Puerto Rican Market Development Agreement,                        9
             dated April 13, 1998 between Registrant
             and Alan Epstein

4.2         Option To Purchase Common Stock,                                 18
             dated April 13, 1998

5.1         Opinion of Frances Katz Levine, Esq.,                            24
             regarding the legality of the securities
             being registered under this Registration Statement.

24.1        Consent of Nevoso, Pivirotto, Pinkham & Foster,                  26
             Certified Public Accountants,
             LLC Independent Auditors for the Registrant.

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

                                       8