As  filed  with  the  Securities  and  Exchange   Commission  on  May  21,  1999
                                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

                              EMPLOYMENT AGREEMENTS
                             BETWEEN REGISTRANT AND:
              MICHAEL D.A. ASH, ALAN CROSSLEY, FRANCES KATZ LEVINE,
               LOUIS SANZARO, TERENCE C. BYRNE 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 Offeri    Registration
 to be Registered                    Registered         per Share*            Price*             Fee
---------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                 <C>                <C>   
Common Stock, Par Value,            
$.001 Per Share, Issued
Pursuant to Employment
Agreement With
Michael D.A. Ash                       700,000           $.1375              $ 96,250           $29.17
Alan Crossley                          649,576           $.1375              $ 89,317           $27.07
Frances Katz Levine                    874,287           $.1375              $120,214           $36.43
Louis Sanzaro                          874,287           $.1375              $120,214           $36.43
Terence C. Byrne                        91,873           $.1375              $ 12,633           $ 3.83
Scott Rapfogel                         350,000           $.1375              $ 48,125           $14.58
                                     ---------                              ---------           ------
        TOTAL                        3,540,023                               $486,753           $  148
</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 low
bid and ask  prices  of the  Common  Stock of the  Registrant  as  traded in the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on May 17, 1999.

<PAGE>

         Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)

  Form S-3 Item No. and Heading                      Heading in Prospectus
  -----------------------------                      ---------------------

1.   Forepart of the Registration Statement and
         Outside Front Cover Page of Prospectus..    Outside Front Cover Page

2.   Inside Front and Outside Back Cover
         Pages of Prospectus.....................    AVAILABLE INFORMATION;
                                                     REPORTS TO SHAREHOLDERS;
                                                     INCORPORATION OF CERTAIN
                                                     DOCUMENTS BY REFERENCE;
                                                     TABLE OF CONTENTS

3.   Summary Information, Risk Factors and
         Ratio of Earnings to Fixed Charges          Outside Front Cover Page;
                                                     THE COMPANY; RISK FACTORS

4.   Use of Proceeds..............................   Not Applicable

5.   Determination of Offering Price..............   Outside Front Cover Page; 
                                                     PLAN OF DISTRIBUTION

6.   Dilution.....................................   Not Applicable

7.   Selling Security Holders.....................   SELLING SHAREHOLDERS

8.   Plan of Distribution.........................   Outside Front Cover Page; 
                                                     PLAN OF DISTRIBUTION

9.   Description of Securities to be Registered      DESCRIPTION OF SECURITIES

10.  Interests of Named Experts and Counsel          EXPERTS; LEGAL OPINIONS

11.  Material Changes.............................   Not Applicable

12.  Incorporation of Certain Information
         by Reference.............................   INCORPORATION OF CERTAIN
                                                       DOCUMENTS BY REFERENCE
13.  Disclosure of Commission Position
         on Indemnification For Securities
         Act Liabilities .........................   INDEMNIFICATION


                                       ii
<PAGE>

R E O F F E R
P R O S P E C T U S
--------------------------------------------------------------------------------

                                3,540,023 Shares

                                    --------

                              THE TIREX CORPORATION

                                    --------

                                  Common Stock
                                 $.001 Par Value
                           
                                   ----------

      The shares of common stock offered hereby (the "Shares") are being sold by
Michael D.A. Ash, Alan Crossley,  Frances Katz Levine, Louis Sanzaro, Terence C.
Byrne and Scott  Rapfogel  shareholders  and employees of The Tirex  Corporation
(the "Company").  Messrs. Ash, Crossley,  Sanzaro,  Byrne and Rapfogel,  and Ms.
Levine are hereinafter  referred to both singly and collectively as the "Selling
Shareholders". The Company will not receive any of the proceeds from the sale of
the common stock. The common stock is traded in the over-the-counter  market, as
reported  in the  Over-The-Counter  Electronic  Bulletin  Board of the  National
Association of Securities Dealers ("Bulletin  Board"). On May 17, 1999, the high
ask and low bid prices of the Company's  common stock, as quoted on the Bulletin
Board, were $ .15 and $ .125 per share,  respectively.  The Selling Shareholders
propose to offer their Shares for sale in the  over-the-counter  market  through
customary  brokerage  channels at the  then-current  market price.  See "Plan of
Distribution".

                                   ==========

        THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" SECTION
                              BEGINNING ON PAGE 10

                                   ----------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ==========

                   The date of this Prospectus is May 21, 1999


                                       1
<PAGE>

                              AVAILABLE INFORMATION

      The Company is subject to the information requirements of Section 15(d) of
the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),  and in accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 1100 L Street, N.W. Room 6101, Washington,  D.C.
20005;  26 Federal Plaza,  Room 1100,  New York, New York 10007;  10960 Wilshire
Boulevard,  Suite 1710, Los Angeles,  California  90024;  and 219 South Dearborn
Street, Room 1228,  Chicago,  Illinois 60604; and copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 500 North
Capital Street,  N.W.,  Washington,  D.C. 20549 at prescribed rates.  

                            REPORTS TO SHAREHOLDERS

      The Company will furnish to its shareholders, upon request, annual reports
containing  audited financial  statements  together with an opinion with respect
thereto by its independent certified public accountants.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company  hereby  incorporates  by  reference  in this  Prospectus  the
Company's  annual report on Form 10-KSB for its fiscal year ended June 30, 1998,
filed  pursuant to Section 15(d) of the Exchange  Act, the  Company's  quarterly
reports on Forms  10-QSB for the  fiscal  quarters  ended  September  30,  1998,
December  31,  1998 and March 31, 1999 filed  pursuant  to Section  15(d) of the
Exchange  Act,  the  Company's  Current  Reports on Form 8-K dated May 27, 1998,
September  14, 1998,  March 17,  1999,  and May 4, 1999 filed on August 3, 1998,
September 18, 1998, March 23, 1999, and May 18, 1999 respectively, and all other
reports,  if any, filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year ended June 30, 1998.

      All reports and definitive proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this  Prospectus  and prior to the  termination of the offering of the Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modified or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

      Any person  receiving a copy of this Prospectus may obtain without charge,
upon request,  a copy of any of the documents  incorporated by reference herein,
except for the  exhibits  to such  documents.  Requests  should be  directed  to
Terence C. Byrne, The Tirex Corporation,  740 St. Maurice,  Suite 201, Montreal,
Quebec Canada, H3C 1L5.


                                       2
<PAGE>


                                   TABLE OF CONTENTS
                                                                            Page
                                                                            ----

    Available Information......................................................2

    Reports to Shareholders....................................................2

    Incorporation of Certain Documents
       by Reference............................................................2

    The Company................................................................5

    Risk Factors

       1.  Development Stage Company - No Assurance
             as to Future Profitable Operations...............................10

       2.  Need for Substantial Additional
             Capital..........................................................11

       3.  History of Losses and Accumulated Deficit..........................12

       4.  Going Concern Assumption...........................................12

       5.  No Guarantee of Product
             Acceptance in Market.............................................13

       6.  Dilutive and Other Adverse Effects
             of Presently Outstanding Debentures, Warrants and
             Options..........................................................13

       7.  Additional Dilution from Issuance of Shares for Services...........15

       8.  Possible Depressive Effect on Price of Securities
             of Future Sales of Common Stock..................................16

       9.  Possible Voting Control by Management and Corporate Counsel;
             Possible Depressive Effect on Market Prices......................16

      10.  Proposed Reverse Split;
             Possible Negative Effect on Values of Securities  ...............17

      11.  Dependence on Major Customers......................................18


                                       3
<PAGE>

      12.  Uncertainty of Product and
             Technology Development:
             Technological Factors............................................19
      13.  International Sales and Operations.................................19

      14.  Protection of Tirex Proprietary
              Technology and Potential Infringement...........................19

      15.   Limited Public Market.............................................20

      16.   Applicability of "Penny Stock Rules"
               to Broker-Dealer Sales of
               Company Common Stock...........................................21

      17.   Management's Lack of Industry Experience..........................22

      18.   Dependence on Key Personnel.......................................22

      19.   Regulatory and Environmental Considerations.......................22

      20.   Technological Changes.............................................24

      21.   Competition.......................................................24

      22.   No Dividends and None Anticipated.................................25

      23.   Possible Adverse Effects of Authorization and
              Issuance of Preferred Stock.....................................25

      24.   Prior Notice Required for Shareholder Actions.....................25

      25.   Adverse Effects of Proposals to be Presented at
              Annual Shareholders Meetings; Anti-Takeover Provisions,
              Limitations on Shareholders Voting Rights and Stock
              Bonuses to Management...........................................25

      Selling Shareholders....................................................29

      Plan of Distribution....................................................32

      Description of Securities...............................................32

      Experts.................................................................33

      Legal Opinions..........................................................33

      Indemnification.........................................................34


                                       4
<PAGE>

                                   THE COMPANY

      The  Tirex  Corporation  (hereinafter,   the  "Company"  or  "Tirex")  was
incorporated in Delaware on August 19, 1987 under the name "Concord Enterprises,
Inc." Its name was  changed to  "Stopwatch  Inc." on June 20, 1989 and to "Tirex
America  Inc." on March 10, 1993.  On July 11, 1997,  in order to encompass  the
current and projected international scope of its operations,  the Company's name
was changed to "The Tirex  Corporation".  The Company,  directly and through its
Canadian  subsidiaries,  The Tirex Corporation Canada Inc. and Tirex Canada R&D,
Inc.  (which,  until June 3, 1998,  was known and did business as "Tirex  Canada
Inc."), is engaged in the early stages of two business segments,  consisting of:
(i)   manufacturing,   selling,   and  leasing  its  patented   cryogenic   tire
disintegration  plant (the "TCS-1 Plant"),  which it has designed and developed;
and (ii) operating a TCS-1 Plant and manufacturing molded rubber products out of
the recycled  rubber crumb produced  thereby.  The Company's long range business
plan in this segment  encompasses owning and operating,  directly or indirectly,
on exclusive or joint venture bases, several product  manufacturing plants which
utilize  TCS-1  Plants  in  their  operations.  The  Company's  initial  product
manufacturing  operations in this latter segment are being conducted pursuant to
an  agreement  (the   "IM2/Tirex   Agreement")   with  IM2   Merchandising   and
Manufacturing, Inc. ("IM2"), in Quebec. Pursuant to the IM2/Tirex Agreement, the
Company  acts as IM2's  exclusive  supplier of rubber  welcome  mats and related
products molded out of rubber crumb.

      On June 1, 1998, the Company formed a wholly-owned  subsidiary,  The Tirex
Corporation  Canada Inc.  ("TCCI") and on June 3, 1998,  the  corporate  name of
3143619  Canada Inc.  (aka Tirex  Canada Inc.) was changed to Tirex Canada R & D
Inc.  (hereinafter  referred to as "Tirex R&D").  These changes were effected in
connection  with the  transfer  all  business  activities,  except  those  which
constitute research and development  activities  exclusively,  from Tirex R&D to
TCCI. On April 22, 1998,  the Company also formed  another wholly owned Canadian
subsidiary,  Tirex Advanced  Products Quebec,  Inc. This subsidiary is presently
dormant,  however,  the Company may, in the future,  transact  finished  product
manufacturing  activities through this corporation.  In addition,  in connection
with the merger with RPM  Incorporated,  discussed  below,  the Company formed a
wholly owned  subsidiary  under the laws of the State of  Delaware,  named Tirex
Acquisition  Corp.  This  corporation  is currently  dormant and, as at the date
hereof,  the  Company  has no plans to  activate  it.  The  Company's  principal
executive offices are located at 740 St. Maurice,  Suite 201,  Montreal,  Quebec
H3C 1L5, Canada, its telephone number is (514) 878-0727 and its Internet address
is tirexcorp@aol.com.

Material Financing Activities

The Type A Private Placement

      Between  November 5, 1997 and May 11,  1998,  the Company  offered to sell
(the "Type A Private  Placement")  through H.J. Meyers & Co., Inc., as placement
agent  (the  "Placement  Agent"),  28 Units,  (the "Type A Units") at a price of
$25,000  per  Unit,   each  Type  A  Unit  consisting  of  one  10%  Convertible
Subordinated  Debenture  in  the  principal  amount  of  $25,000  (the  "Type  A
Debentures")  and 100,000  warrants  (the "Type A Warrants")  to purchase a like
number  of  shares  of the  Common  Stock of the  Company  (the  "Type A Warrant
Shares").  The Type A Private  Placement  was  terminated by the Company and the
Placement Agent on May 11,


                                       5
<PAGE>

1998  following  the  sale on  April  9,  1998  of  twenty  Type A Units  to two
purchasers,  yielding  gross  proceeds of $500,000  and net proceeds of $433,500
after  payment of the  Placement  Agent's  $10%  commission,  3%  nonaccountable
expense  allowance,  and an escrow  agent's  fee of  $1,500.  The Type A Private
Placement was effected in reliance upon the  availability  of an exemption  from
the  registration  provisions of the Securities Act by virtue of compliance with
the  provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation
D thereof  ("Rule  506").  The Type A Units were  offered  and sold to a limited
number of sophisticated investors who understood and are economically capable of
accepting  the risks  associated  with a speculative  investment,  including the
complete loss of such investment,  and who are "Accredited Investors" within the
meaning prescribed by Regulation D and Rule 501 of the Securities Act.

      The 2,000,000  outstanding  Type A Warrants are  exercisable at a price of
$.001 per share. At any time until they are repaid,  the principal amount of the
Type A Debentures and all interest due thereon is convertible  into common stock
at a  conversion  ratio equal to 63% of the  closing bid price of the  Company's
common stock, as traded in the over-the-counter ("OTC") market and quoted in the
OTC  Electronic  Bulletin  Board of the NASD,  on the trading  date  immediately
preceding the Company's  receipt of a notice of conversion  from a holder of the
Type A Debentures. Unless the Company's Registration Statement on Form SB-2 (SEC
File  No.  333-  53255)  is  declared  effective  prior to June  11,  1999,  the
conversion  rate will  decrease on a monthly  basis at a rate of 1.5% per month,
until such date, when it will stabilize at 61.5% of the Market Price.  (See "The
Company - Registration  Statement").  There is no minimum  conversion price. The
Type A  Debentures,  as amended,  are due and payable on December  31, 1999 (the
"Maturity  Date") and are  redeemable  upon the  request of a holder at any time
after the Maturity Date at 125% of the principal amount plus all accrued, unpaid
interest on the principal  amount. As of April 23, 1999, an aggregate of $40,000
of the  principal  amount of the Type A Debentures  has been  converted  into an
aggregate of 594,012 shares of common stock.

      As of April 23, 1999, the resale of the 2,000,000 shares issuable pursuant
to the  exercise  of the Type A Warrants  and the resale of the shares  issuable
pursuant to the conversion of an aggregate  principal  amount of $460,000 of the
Type A  Debentures  were  intended to be  registered  by way of inclusion in the
Company's  Registration  Statement  on Form SB-2,  which has yet to be  declared
effective.  Following the effective date of the  Registration  Statement on Form
SB-2 or upon the availability of an exemption from the  registration  provisions
of the  Securities  Act of 1933, as amended,  the shares  underlying  the Type A
Warrants and Type A  Debentures,  to the extent that they are acquired  from the
Company, may be offered and resold by the holders thereof, from time to time, as
market  conditions  permit in transactions in the  over-the-counter  market,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices.

Merger with RPM Incorporated and The Type B Private Placement

      On January 7, 1998, The Company issued a total of 3,305,000  shares of its
common stock to thirty-six  persons,  none of whom had any affiliation  with the
Company.  These issuances were made pursuant to the terms of a merger  agreement
by  and  among  the  Company,  the  Company's   wholly-owned   subsidiary  Tirex
Acquisition Corp. ("TAC"), and RPM Incorporated ("RPM") respecting the merger of
RPM with and into TAC (the "RPM Merger"). The RPM Merger Agreement was effective
on January 7, 1998, concurrent with the closing of a private placement


                                       6
<PAGE>

of RPM's securities (the "RPM Private  Placement"),  in which RPM had offered to
sell, on a best efforts 30 Units-or-none basis, up to 85 units of its securities
(the  "RPM  Units"),  each  such  RPM  Unit  consisting  of one 10%  Convertible
Subordinated Debenture in the principal amount of $10,000 (the "RPM Debentures")
and 10,000  shares of the Common  Stock of RPM.  The closing took place upon the
sale of 30.5 RPM Units.  All of the net proceeds from the RPM Private  Placement
($276,085)  remained in RPM when it was merged into TAC, which was the surviving
entity.  Such  proceeds  thereby  inured  to  the  benefit  of the  Company.  In
effectuation of the RPM Merger, the Company:

         (i)      exchanged one share of its common stock ("Merger  Shares") for
                  every issued and outstanding  share of RPM common stock (which
                  included 305,000 shares sold in the RPM Private  Placement and
                  3,000,000  shares which had been issued and outstanding  prior
                  to the commencement of the RPM Merger); and

         (ii)     assumed  RPM's  liabilities  and  obligations  under  30.5 RPM
                  Debentures in the aggregate principal amount of $305,000 which
                  RPM had theretofore sold in the RPM Private Placement;

           After the Merger, the Company commenced the "Type B Private
Placement",  in which it offered and sold the same type of  securities,  as were
sold in the RPM Private  Placements,  i.e., the securities offered in the Type B
Private  Placement  consisted of "Type B Units" each consisting of 10,000 shares
of the Company's common stock and one convertible  Subordinated Debenture of the
Company in the principal amount of $10,000 (the "Type B Debenture").  The number
of Type B Units  offered  (54.5) was equal to the number of RPM Units  remaining
unsold as at the time of the Merger.

         Prior to the Merger,  RPM and Tirex were completely  separate entities.
However, the RPM Private Placement, the merger, the exchange of RPM common stock
for Tirex Common Stock,  and the  subsequent  Type B Private  Placement by Tirex
were at all times  contemplated as interdependent  transactions and described in
the RPM Private Placement Memorandum as such. Thus the contemplated  post-merger
Type B Private  Placement was viewed as being a "continuance" of the RPM Private
Placement.  The Type B Private Placement differed from the RPM Private Placement
only insofar as: (i) in the RPM Private  Placement,  RPM offered and sold shares
of RPM common  stock,  which were to be exchanged  for Tirex Common Stock in the
Merger,  while in the post-merger Type B Private Placement,  the Company offered
and sold shares of Tirex Common  Stock;  and (ii) in the RPM Private  Placement,
RPM  offered and sold RPM  debentures,  which were to be assumed by Tirex in the
Merger,  while in the Type B Private  Placement,  the  Company  offered and sold
Tirex  Type B  Debentures.  Except for the  above,  the terms of the  securities
included in the Type B Units were identical to those included in the RPM Units

      Between  January 23,  1998 and May 11,  1998,  the Company  sold 23 Type B
Units,  consisting  in the  aggregate of 230,000  shares of its common stock and
twenty-three  10%  convertible  Debentures,  each  in the  principal  amount  of
$10,000, to 21 private investors, who had no affiliation with the Company.

      All of the  Type B  Debentures  and the RPM  Debentures,  which  had  been
assumed by the Company  (referred to  collectively,  hereinafter  as the "Type B
Debentures"),  provide  for:  (i) the  registration  of the shares  (the "Type B
Conversion Shares") issuable upon the conversion of the


                                       7
<PAGE>

Type B  Debentures;  and  (ii)  restrictions  on  the  transfer  of  the  Type B
Conversion Shares until the first to occur of: (a) six months from the effective
date  of the  Registration  Statement,  or (b) one  year  from  the  date of the
issuance of the Type B Debenture.  The Type B Debentures  are  convertible  at a
ratio of one share for every $0.20 of the principal amount of the Debenture plus
interest  earned  thereon from the date of issuance.1  The Type B Debentures are
redeemable by the Company,  at the option of the holder  thereof,  at face value
plus all earned interest from the date of issuance on the first to occur of: (i)
two years from the issue  date or (ii) the  completion  and  closing of a public
offering of its securities by the Company.

      The resales of shares of the Company's  common stock issuable  pursuant to
the  conversion of the Type B Debentures,  other than the  Previously  Converted
Shares,  are being registered by way of inclusion in the Registration  Statement
on Form SB-2.

Pre-Placement RPM Shares

      3,000,000 shares (the  "Pre-Placement RPM Shares") of the 3,305,000 shares
of RPM Common Stock for which the Company issued Merger Shares,  constituted all
of the shares of RPM Common Stock which were issued and outstanding prior to the
commencement  of the RPM Private  Placement.  These  shares were  exchanged  for
3,000,000 Merger Shares in  consideration of RPM's waiver of certain  consulting
fees in the amount of $4,000  per month,  accrued  prior and  subsequent  to the
Merger pursuant to the terms of a certain five-year consulting agreement,  dated
June 9, 1997,  among RPM,  the  Company,  and Dr.  Eugene  Stricker and Mr. Mark
Schindler who were, prior to the Merger, RPM's principal shareholders, officers,
and directors (the "RPM Consulting  Agreement").  Pursuant to the RPM Consulting
Agreement,  Dr.  Stricker and Mr.  Schindler  rendered,  and continue to render,
consulting  services to the Company  concerning  matters in connection  with the
operation of the business, equipment financing, corporate acquisitions,  mergers
and other  business  combinations,  as well as management,  corporate  planning,
marketing,  organization and related  matters.  None of the RPM Shareholders had
any  affiliation  of any kind  with the  Company  prior to or after  the  Merger
(except  insofar as they have become  shareholders of the Company as a result of
the said Merger).  Based upon  information  provided by the recipients  (the RPM
Shareholders")  of the above  described  3,305,000  shares  of Common  Stock and
advice  from  the  principals  of RPM and the  opinion  of  RPM's  counsel,  all
3,000,000 of the  Pre-Placement RPM Shares were acquired by the RPM Shareholders
prior to March 31, 1997; all of the RPM Shareholders are "accredited  investors"
as that term is defined in Rule 501(a) of the  Securities  Act; all 3,305,000 of
the shares of RPM common stock (including the  Pre-Placement  RPM Shares as well
as the RPM Shares sold in the RPM Private  Placement)  which were  exchanged for
Merger  Shares  were  acquired  in  transactions  which  were  exempt  from  the
registration  requirements  of Section 5 of the Securities  Act available  under
Rule 506 of Regulation D thereof, which would not be integrated, as such term is
defined in Section  502(a) of  Regulation D under the  Securities  Act, with the
distribution of the Merger Shares to

----------

      1     As of April 23, 1999,  (i) the holder of two Type B  Debentures,  in
            the  aggregate  principal  amount of $100,000  converted  all of the
            principal plus the $12,247 in interest due on such Type B Debentures
            through the date of conversion  into 561,235 shares of common stock;
            and (ii) the holder of one Type B Debenture in the principal  amount
            of $5,000 converted all of the principal,  but none of the interest,
            due on such Type B  Debenture  into  25,000  shares of common  stock
            (collectively the "Previously Converted Shares").


                                       8
<PAGE>

the RPM Shareholders,  so as to render unavailable,  for such distribution,  the
exemption from the registration  provisions of the Securities Act under Rule 506
of Regulation D.

      Sales made in the RPM Private  Placement and the Type B Private  Placement
and the exchange of shares in the Merger were effected in  compliance  with Rule
506 to a limited  number of  sophisticated  investors  who  understood  and were
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss of  such  investment,  and who  were
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.


The Type C Private Placement

      On May 11, 1998,  the Company  completed a private  placement (the "Type C
Private Placement") made directly by the Company, with all offers and sales made
by officers of the Company,  of a total of  11,760,000  shares of the  Company's
Common  Stock  (the  "Type C  Shares")  at a price of $.10 per  share,  yielding
proceeds of $1,176,000,  without deducting nominal incidental  expenses incurred
in  connection  with the  offering.  As was the case  with the Type A and Type B
Private Placements, the Type C Private Placement was effected in compliance with
Rule 506 and the Type C Shares were offered and sold only to a limited number of
sophisticated   investors  who  understood  and  were  economically  capable  of
accepting  the risks  associated  with a speculative  investment,  including the
complete loss of such investment, and who were "Accredited Investors" within the
meaning prescribed by Regulation D and Rule 501 of the Securities Act.


      The  11,760,000  Type C Shares  which were sold are being  registered  for
re-sale to the public by the holders  thereof by way of their  inclusion  in the
Registration Statement on Form SB- 2.

Registration Statement

      On May 21, 1998, the Company filed a  Registration  Statement on Form SB-2
(Registration  No. 333-53255) with the Securities and Exchange  Commission,  for
the registration of the resale of certain  presently  outstanding  shares of the
Company's  common stock and an  undetermined  number of shares issuable upon the
conversion or exercise of certain presently outstanding debentures, options, and
warrants.  None of the shares included in the  Registration  Statement are being
offered for sale by the Company and the Company  will  receive no proceeds  from
the resales of any of the shares included therein.

      As of April 23, 1999, the shares of common stock to be registered pursuant
to the  Registration  Statement on Form SB-2 include:  (i) 11,952,857  presently
outstanding  shares of the Company's  common stock which are being offered by 58
selling  shareholders  including  11,760,000  shares issued to 57 persons in the
Type C Private  Placement  described under "Material  Financing  Activities" and
192,857 shares issued in November 1998 to one individual; (ii) shares underlying
an option  issued to CG Tire Inc.  ("CGT") on April 24, 1997,  for the purchase,
prior to April 23,  2000,  of the number of shares which would  constitute  upon
their issuance,  on a fully diluted basis, up to ten percent (10%) of the issued
and outstanding common


                                       9
<PAGE>

stock of the Company at an exercise  price equal to fifty  percent  (50%) of the
average of the final bid and ask prices for the  Company's  common  stock during
the ten business days  preceding the date of exercise;  (iii)  2,000,000  shares
issuable  upon the exercise of the Type A Warrants  issued in the Type A Private
Placement described under "Material Financing Activities"; (iv) 2,000,000 shares
issuable  upon the  exercise of  currently  outstanding  common  stock  purchase
warrants (the "SCT Warrants") to purchase 666,666 shares of the Company's common
stock at an exercise  price of $.25 per share,  666,666  shares of the Company's
common stock at an exercise  price of $.40 per share,  and 666,666  shares at an
exercise  price of $.50 per share;  (iv) shares  issuable upon the conversion of
the Type A Debentures,  issued in the Type A Private  Placement  described under
"Material Financing  Activities",  in the aggregate principal amount of $460,000
at a  conversion  rate equal to a maximum of 64.5% and a minimum of 61.5% of the
closing bid price of the Company's  common stock on the trading date immediately
prior to the date upon which the Company  receives a notice of  conversion  (see
the discussion, above, in this section, under the subcaption "The Type A Private
Placement";  and (v) 2,150,000 shares issuable upon the conversion of the Type B
Debentures,  issued under the Type B Private Placement described under "Material
Financing  Activities" in the aggregate  principal  amount of $430,000.  (At the
option of the holders of the Type A and Type B Debentures,  all unpaid  interest
accrued on the Debentures, through the date of conversion, may also be converted
into shares of the Company's common stock).

The Company is presently  preparing  to file an  amendment to such  Registration
Statement and expects to do so as promptly as practicable.

                                  RISK FACTORS

      The Shares  offered  hereby are  speculative  and involve a high degree of
risk. The Shares should not be purchased by investors who cannot afford the loss
of their entire investment.  Prospective investors should carefully consider all
of the  information  contained in this  Prospectus  before  deciding  whether to
purchase Shares and, in particular, the factors set forth below.

      Information   contained  in  this  Prospectus  contains   "forward-looking
statements"  which can be identified by the use of  forward-looking  terminology
such as "believes",  "expects", "may", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable  terminology or by discussions
of strategy.  No assurance can be given that the future  results  covered by the
forward-looking statements will be achieved. The following Risk Factors include,
among   other   things,   cautionary   statements   with   respect   to  certain
forward-looking   statements,   including   statements   of  certain  risks  and
uncertainties that could cause actual results to vary materially from the future
results referred to in such forward-looking statements.

      1.  Development  Stage  Company:  No  Assurance  as to  Future  Profitable
Operations.  Because it is in the  development  stage and has had no significant
operations  to date,  the Company  cannot  predict with any certainty the future
success or failure of its operations.  The Company's business, is subject to all
of the risks  inherent in the  establishment  of new  businesses and there is no
assurance that the Company will generate net income or  successfully  expand its
operations


                                       10
<PAGE>

in the future. Moreover, as a new enterprise,  it is likely to remain subject to
risks and occurrences  which  management is unable to predict with any degree of
certainty,  and for which it is unable to fully  prepare.  The likelihood of the
success of the Company must be considered  in light of the  problems,  expenses,
difficulties, complications and delays frequently encountered in connection with
the  formation of a new business and the  competitive  environment  in which the
Company will operate.  Because of the Company's very limited  business  history,
there is little  evidence for  investors to analyze in order to make an informed
judgment as to the merits of an investment in the Company.  Any such  investment
should therefore be considered a high risk investment in an unseasoned  start-up
company with the possibility of the loss of the entire investment.

      2. Need For  Substantial  Additional  Capital.  The Company  has  recently
completed the  development of the TCS-1 Plant.  It has sold certain parts of the
first of such Plants  (while  retaining  ownership of other parts and  operating
rights  over the entire  Plant).  The  Company has also  entered  into  sublease
arrangements for the parts of the Plant which it sold. We have taken orders and,
in some  cases,  received  refundable  deposits on such  orders,  for a total of
another fourteen Plants. The Company has not yet begun commercial manufacture of
TCS-1 Plants for sale because  none of the persons,  who have placed  orders for
such Plants, have yet obtained the required financing to effect their purchases.
Operations in our second business  segment,  which involves  operating the first
complete  TCS-1 Plant and  manufacturing  molded rubber  welcome mats out of the
recycled  rubber crumb derived  therefrom,  commenced in March of 1999 and as at
the end of April had  yielded  only  limited  revenues.  Therefore  the  Company
remains in need of substantial  financing from sources other than  operations in
order to cover its overhead,  complete the  establishment  of its rubber molding
plant and maintain and expand its operations. To date, we have been able to meet
our outside financing requirements, as described below.

      During  the  period  between  January  7, and May 11,  1998,  the  Company
completed and closed certain  financing  activities which yielded  aggregate net
proceeds  to the  Company in the  amount of  $2,063,795  (see Risk  Factor No. 6
"Dilutive  and  Other  Adverse  Effects  of  Presently  Outstanding  Debentures,
Warrants,  and Options").  From July 1, 1998 through March 31, 1999, the Company
has also received  approximately  $1,506,000  from various other sources  (other
than operations)  including:  (i) sale and lease back financing on inventory and
equipment  owned by the Company;  (ii)  Canadian  research and  development  tax
credit refunds; (iii) loans from officers and directors;  (iv) refunds of all of
the 15% sales tax paid by the Company on all goods,  and  services  purchased in
connection  with the Company's  manufacturing  activities.  The  foregoing  have
provided  adequate  funding to accomplish  the  following:  (i) cover all of the
Company's  costs related to the first  production  model of the TCS-1 Plant (the
"Production Model"), including previously unanticipated modifications identified
during testing; (ii) proceed with renovations of the Company's new manufacturing
and  assembly  facility  which  have  brought it into full  compliance  with all
applicable  provincial  and  municipal  regulations  except for the purchase and
installation of a sprinkler  system which will cost  approximately  $100,000 and
for  which  the  Company  expects  to be able to  obtain  sale  and  lease  back
financing; (iii) cover the Company's overhead costs and expenses; and (iv) cover
the initial costs of  establishing  and  commencing  operations in the Company's
second  business  segment  involving  the  operation  of a TCS-1  Plant  and the
production of molded rubber products,  including capital  investments in molding
and flocking equipment.

      The  Company  expects  that  these same  funding  sources,  together  with
anticipated cash flow from rubber mat molding operations,  which were started in
April 1999, vendor financing, and


                                       11
<PAGE>

conventional  asset based debt financing against  receivables and inventory will
continue to provide sufficient capital to cover overhead and maintain and expand
molding  operations.  The Company is also ready to begin full scale,  commercial
manufacture  of TCS-1 Plants.  Its present plans do not require that the Company
obtain  any  outside  financing  to do so,  but  instead  require  only  partial
prepayments from the purchasers of such Plants. The Company will not manufacture
any TCS-1 Plants for  purchasers  unless and until it receives  the  prepayments
necessary to fund such manufacture. Therefore, any failure or delay, on the part
of the  persons who have placed  orders  with the Company for TCS-1  Plants,  to
obtain  the  required  financing  to effect  such  purchases,  will be  directly
reflected in a commensurate  delay or failure,  on the Company's  part, to begin
TCS-1 Plant manufacturing operations.

      Absent  adequate  revenues from  operations  during the phase-in period of
commercial operations,  the Company will remain dependent on the outside sources
described above to meet its  requirements and to continue  operating.  While the
Company  believes  it will be  successful  in  continuing  to obtain  sufficient
financing  from such sources,  there can be no assurance with any certainty that
this will,  in fact,  be the case and the failure to do so would have a material
adverse  effect on the Company's  ability to continue to operate.  The Company's
more long term future capital  requirements  will depend upon numerous  factors,
including  the amount of revenues  generated  from  operations,  the cost of the
Company's  sales and  marketing  activities  and the  progress of the  Company's
research  and  development  activities,  none of  which  can be  predicted  with
certainty.  Receipt of any  projected  revenues is entirely  dependent  upon the
TCS-1's  continuing to meet performance  standards under  long-term,  commercial
operating  conditions,  the Company's  ability to  successfully  market finished
products  made from  recycled  rubber  crumb  (including  but not limited to the
welcome  mats we are  presently  producing),  and  the  ability  of  prospective
purchasers  of TCS-1  Plants  to obtain  financing  to  effect  their  projected
purchases.

      While  management  does not believe that it will be the case,  prospective
investors in the Company should note that if all of the above described internal
and external  sources for financing  should fail to be  sufficient,  the Company
could be required to reduce its operations,  seek an acquisition partner or sell
securities on terms that may be highly dilutive or otherwise disadvantageous.


      3. History of Losses and Accumulated  Deficit. The Company has experienced
operating  losses in each fiscal period since its  formation in 1987,  including
the period since the 1993 inception of its tire  recycling  business plan. As at
June 30,  1998,  the Company had a deficit  accumulated  since  formation in the
aggregate approximate amount of $10,051,483,  approximately  $8,994,127 of which
was accumulated since the 1993 inception of the Company's present business plan.
The Company expects to incur  additional  operating  losses through at least the
end of the fiscal year ending June 30, 1999 and possibly thereafter (see, above,
Risk  Factor  No. 1  "Development  Stage  Company:  No  Assurance  as to  Future
Profitable  Operations").   Since  its  inception,  the  Company  has  generated
extremely limited revenues from operations.

      4. Going Concern Assumption. The Company's independent auditors' report on
the Company's  financial  statements for the years ended June 30, 1997 and 1998,
contains an explanatory  paragraph  indicating that: (i) the Company is still in
the  development  stage;  (ii) it  cannot  be  determined  at this time that the
Company's  tire  disintegration  technology  will be  developed  to a productive
stage; and (iii) the Company's uncertainty as to its productivity and


                                       12
<PAGE>

its  ability to raise  sufficient  capital  raise  substantial  doubt  about its
ability  to  continue  as a going  concern.  In  addition,  the  Company  had an
accumulated deficit of $10,051,483 as at June 30, 1998. The Company will require
substantial  additional funds in the future,  and there can be no assurance that
any independent  auditors' report on the Company's  future financial  statements
will not  include a similar  explanatory  paragraph  if the Company is unable to
raise sufficient funds or generate  sufficient cash from operations to cover the
cost  of  its  operations.  The  existence  of  the  explanatory  paragraph  may
materially   adversely  affect  the  Company's   relationship  with  prospective
customers and suppliers,  and therefore could have a material  adverse effect on
the Company's business, financial condition and results of operations.

      5. No  Guarantee of Product  Acceptance  in Market.  The first  production
model of the TCS-1 Plant was completed in May of 1998 and, since March 1999, the
Company has been  operating it on a commercial  basis.  Because of its extremely
limited operating  history,  there can be no assurance that the TCS-1 Plant will
be  accepted  in the market for tire  disintegration  equipment.  Moreover,  the
Company's  market  research  has focused on the  potential  demand for the TCS-1
Plant, and the rubber crumb it is designed to produce, to the exclusion of other
types of tire disintegration equipment. While the Company has received orders on
approximately  fourteen TCS-1 Plants,  to date, none of its potential  customers
have obtained financing to effect purchases  pursuant to such orders.  While the
Company  believes that all orders included in its backlog may eventually  result
in purchases, it is not able to estimate with any assurance the potential demand
for  the  TCS-1  Plant.  There  can  be  no  assurance  that  sufficient  market
penetration  can be achieved so that  projected  production  levels of the TCS-1
Plant will be absorbed by the market.


      6. Dilutive and Other Adverse Effects of Presently Outstanding Debentures,
Warrants,  and Options. As of April 22, 1999, there were outstanding options and
warrants  pursuant to which the Company is  obligated to sell common  stock,  as
follows:

      (a)   2,000,000 common stock purchase  warrants (the "Type A Warrants") to
            purchase a like number of shares of the Company's common stock at an
            exercise price of $.001 per share, the resale of all of which shares
            are included in the  Company's  Registration  Statement on Form SB-2
            (see "The Company - Registration Statement").

      (b)   10% convertible Type A Debentures in the aggregate  principal amount
            of $460,000, with principal and interest convertible, in whole or in
            part,  into shares of the  Company's  common  stock at a  conversion
            ratio equal to a percentage  ranging  between 64.5% and 61.5% of the
            closing bid price of the Company's  common stock on the trading date
            immediately  preceding the date of the Company's receipt of a notice
            of conversion  from a holder of the Type A Debentures.  Accordingly,
            if, on April 26, 1999, all of the principal amount,  but none of the
            interest,  due on the  Type A  Debentures  had been  converted  into
            common  stock (based on the closing bid price of the common stock as
            at April 23,  1999),  a total of  7,131,783  shares of common  stock
            would have been issued in respect of such conversion.  The resale of
            all of these  shares  are  included  in the  Company's  Registration
            Statement on Form SB-2 (see "The Company -


                                       13
<PAGE>

            Registration Statement"). To the extent that the interest portion of
            the Debenture is not converted, all accrued interest will be payable
            in cash.

      (c)   10% convertible Type B Debentures in the aggregate  principal amount
            of $430,000, with principal and interest convertible, in whole or in
            part,  into shares of the  Company's  common  stock at a  conversion
            ratio of one share for every $.20 of  principal  amount and interest
            earned thereon from the date of issuance. If the principal amount of
            all of the Type B Debentures,  but not the interest, were converted,
            the aggregate  number of shares  issuable  would be  2,150,000,  the
            resale  of  all  which   shares  are   included  in  the   Company's
            Registration Statement on Form SB-2 (see "The Company - Registration
            Statement").  To the extent that the interest  portion of the Type B
            Debenture is not converted,  all accrued interest will be payable in
            cash.

      (d)   an option to purchase  235,294 shares,  held by Lenford  Robins,  an
            unaffiliated  consultant,  exercisable at a price of $.17 per share.
            Mr. Robins is an expert in all types of equipment  financing through
            sale and leaseback  arrangements,  and otherwise,  and has provided,
            and  continues to provide,  consulting  services to the Company with
            respect to locating,  structuring,  and arranging such financing for
            purchasers and potential purchasers of TCS-1 Plants. From the Summer
            of 1996 through the Spring of 1997, Mr. Robins provided  substantial
            consulting  services in connection with sale and leaseback financing
            for Ocean's Tire Recycling & Processing Co., Inc. ("Oceans Tire").

      (e)   options to  purchase,  on or before June 30,  1999,  an aggregate of
            250,000  shares,  at an exercise price of $.28 per share.  The above
            described options are held among three individuals, including Sharon
            Sanzaro (the spouse of Louis Sanzaro, an officer and director of the
            Company),  who hold  such  options  as  designees  or  assignees  of
            Ocean/Venture III, Inc., a company controlled by Mr. Sanzaro.  These
            options  were  granted  in   consideration   of  the   agreement  of
            Ocean/Venture  III,  Inc.  given  on June  30,  1996 to  extend  the
            maturity  date of certain  indebtedness  which the  Company  owed to
            Ocean/Venture III, Inc. for a period of 120 days from such date.

      (f)   an option,  held by a director of the  Company,  to purchase  20,000
            shares of  convertible  preferred  stock at a price of $10 per share
            (the "Preferred Option"). If purchased, such preferred stock will be
            convertible   into  shares  of  the  Company's  common  stock  at  a
            conversion  ratio  equal to the  number of  shares  of common  stock
            purchasable  for the purchase price of each preferred share ($10) at
            30% of the average market price of the Company's common stock during
            the five trading days  immediately  prior to the date of  conversion
            provided,  however,  that  should the total  number of shares of the
            Preferred  Stock which can be purchased  pursuant to the Option,  be
            convertible  into fewer than two million  (2,000,000)  shares of the
            Company's  Common  Stock,  the number of shares of  Preferred  Stock
            purchasable  under the Option,  at the exercise price of ten dollars
            per preferred


                                       14
<PAGE>

            share,  will  be  increased  to such  number  as is  convertible  to
            2,000,000.  If the shares of  convertible  preferred  stock had been
            converted into shares of the Company's  common stock as at April 26,
            1999, a total of 5,333,333  shares would have been issued in respect
            of such conversion.

      (g)   the CGT  Option to  purchase  a number of shares  equal,  on a fully
            diluted  basis,  to 10% of the total issued and  outstanding  common
            stock of the Company, at an exercise price equal to $.1195 per share
            with respect to 969,365 shares and at an exercise price with respect
            to the  balance of the shares  equal to fifty  percent  (50%) of the
            average of the final bid and ask  prices of the common  stock of the
            Company, as quoted in the OTC Bulletin Board during the ten business
            days  preceding  the exercise  date.  If all of the other  presently
            outstanding  debentures,  options,  and warrants were exercised,  as
            described  above,  the total number of shares of common stock of the
            Company issued and outstanding  would be  106,296,410,  prior to the
            exercise  of the CGT  Option,  in which  case,  the number of shares
            subject to the CGT Option would be 11,810,712,  the resale of all of
            which shares are included in the Company's Registration Statement on
            Form SB-2 (see "The Company - Registration Statement").

      (h)   2,000,000  common stock  purchase  warrants (the "SCT  Warrants") to
            purchase a like number of shares of the Company's common stock at an
            exercise price of $.25 per share for the first 666,666 shares,  $.40
            per share for the second 666,666  shares,  and at $.50 per share for
            the remaining 666,666 shares.  The resale of all of these shares are
            included in the Company's  Registration Statement on Form SB- 2 (see
            "The Company - Registration Statement").

      The  holders  of  the  convertible  debentures,   the  warrants,  and  the
outstanding  options  have an  opportunity  to profit  from a rise in the market
price of the common stock, if such rise should occur, with a resulting  dilution
in the interests of the other  shareholders.  Moreover,  if the above  described
debentures,  warrants, and options (the "Convertible  Securities") are converted
or  exercised,  most of the shares of common stock issued upon such  exercise or
conversion (the  "Underlying  Shares") will be available for immediate sale into
the  public   market,   commencing  on  the  effective  date  of  the  Company's
Registration  Statement  for Form  SB-2.  The sale or  availability  for sale of
substantial  amounts of common stock in the public market could adversely affect
the prevailing  market price of the Company's  common stock and could impair the
Company's  ability to raise  additional  capital  through the sale of its equity
securities. In addition, even if the Convertible Securities are not converted or
exercised, the terms on which the Company may obtain additional financing may be
adversely affected by the existence of such securities. For example, the holders
of the Convertible  Securities could convert or exercise them at a time when the
Company is attempting  to obtain  additional  capital  through a new offering of
securities  which have terms more favorable (to the Company) than those provided
by the then outstanding Convertible Securities.

      7. Additional Dilution from Issuance of Shares for Services.  To date, the
Company has had very limited revenues from operations.  Accordingly, the bulk of
its cash  assets  have  been,  and may  continue  to be,  utilized  to cover the
expenses associated with the development of its business and products. Given the
foregoing, the Company regularly pays certain of its financial

                                       15
<PAGE>

obligations by issuing restricted shares of its common stock, at a discount,  in
lieu of cash. The discounts at which such shares were issued was generally,  but
not always,  set at 50% of the average  market price of the stock,  as traded in
the over-the-counter market and quoted in the OTC Bulletin Board. Such discounts
were  either  negotiated  at  arms  length  with  third  parties  or  determined
arbitrarily  by the  Company,  in which cases they bore no  relationship  to the
Company's  assets,  earnings,  book value or other such criteria of value.  Such
issuances  have,  and may continue  to,  result in  substantial  dilution to the
Company's existing shareholders.

      From  January of 1995  through  April 22,  1999,  the Company has issued a
total of 39,129,410 shares,  constituting  approximately 44.8% of the issued and
outstanding  shares of the  Company  in lieu of cash  compensation  and  expense
reimbursement due under employment and consulting  agreements with its executive
officers, employees, and corporate counsel and in additional compensation by way
of directors  shares and stock  bonuses.  In addition,  during that period,  the
Company  issued  13,410,946  shares,  constituting  approximately  15.38% of the
issued  and   outstanding   common  stock  of  the  Company  to  affiliated  and
non-affiliated consultants and subcontractors for consulting services of various
types.  For as long as the Company has  insufficient  cash resources to meet its
obligations to its officers,  counsel, and outside vendors, the Company will, to
the extent possible,  continue to issue shares of its common stock at negotiated
or  arbitrary  discounts.  In  addition,  the  Company  intends to submit to its
shareholders, proposals to adopt three stock option plans for the benefit of its
employees  (See Risk Factor No. 9 "Possible  Voting  Control by  Management  and
Corporate  Counsel"  and Risk Factor No. 27 "Adverse  Effects of Proposals to Be
Presented at Annual Shareholders Meeting: Anti-Takeover Provisions,  Limitations
on Shareholders Voting Rights, and Stock Bonuses to Management").

      8.  Possible  Depressive  Effect on Price of Securities of Future Sales of
Common Stock.  The resale of 11,952,857 of the  87,196,000  common shares of the
Company,  issued and  outstanding as of April 22, 1999, has been included in the
Company's  Registration  Statement on Form SB-2 (See "The Company - Registration
Statement").  All 11,952,857  shares will be freely tradeable  commencing on the
effective  date of such  Registration  Statement.  The  resale  of an  estimated
25,092,495  shares issuable upon the exercise or conversion of certain presently
outstanding  options,  warrants,  and debentures have also been included in such
Registration  Statement and will be freely  tradeable upon the later of: (i) the
effective date of the Registration  Statement;  or (ii) their issuance. The sale
or other disposition of much of the other currently outstanding shares of common
stock is restricted by the  Securities  Act.  Unless such sales are  registered,
these shares may only be sold in compliance with Rule 144 promulgated  under the
Securities Act or some other exemption from  registration  thereunder.  Rule 144
provides,  among  other  matters,  that if certain  information  concerning  the
operating and financial  affairs of the Company is publicly  available,  persons
who have held restricted securities for a period of one year may thereafter sell
in each subsequent  three month period up to that number of such shares equal to
one percent of the Company's total issued and outstanding common stock. The sale
or  availability  for sale of substantial  amounts of common stock in the public
market  after the  offering  being  made by such  Registration  Statement  could
adversely affect the prevailing  market price for the Company's common stock and
could impair the Company's ability to raise additional  capital through the sale
of its equity securities.


                                       16
<PAGE>

         9.  Possible  Voting  Control  by  Management  and  Corporate  Counsel:
Possible Depressive Effect on Market Prices. As of April 22, 1999, the Company's
officers and directors were the beneficial  owners of an aggregate of 31,590,872
shares,  constituting  approximately 36.23% of the Company's  outstanding common
stock. The Company intends to hold an annual meeting of its  shareholders  prior
to the end of the  current  calendar  year.  (See Risk  Factor  No. 27  "Adverse
Effects  of  Proposals  to  Be   Presented  at  Annual   Shareholders   Meeting:
Anti-Takeover  Provisions,  Limitations on Shareholders Voting Rights, and Stock
Bonuses to Management").  In addition to the proposals  discussed in Risk Factor
No. 27, the Board of Directors  has proposed that the  shareholders  approve the
adoption of three stock option plans. If adopted, two of these plans will be for
the benefit of all of the Company's employees,  but management and key employees
are  expected  to be the  principal  beneficiaries  thereof.  The third of these
proposed  plans,  is  intended  to be  specifically  for the purpose of awarding
options for the purchase of shares of common stock at a nominal  exercise  price
of $.001 per share,  to key  employees  and members of  management in respect of
certain  specified  performance  achievements  attained or to be attained by the
Company due to their efforts.

      The other two stock  option  plans to be  presented  to the  Shareholders,
consist of a  statutory  and a  non-statutory  plan.  Key  management  and other
employees  will also be eligible  to receive  option  grants  under each of such
plans.  The exercise  price of options  granted under the statutory plan must be
not less than 100% of the market  price on the day the option is granted  unless
the grantee owns 10% or more of the total issued and outstanding common stock of
the Company,  in which case the exercise price must be not less than 110% of the
market  price on the day the option is  granted.  The  non-statutory  plan to be
proposed to the shareholders calls for an exercise price of not less than 50% of
the market price on the date the option is granted.

      The  concentration  of ownership by the  Company's  officers and directors
may,  along with other  "anti-takeover"  measures  which the Board of  Directors
plans to submit to the shareholders, discourage potential acquirors from seeking
control  of  the  Company  through  the  purchase  of  Common  Stock,  and  this
possibility  could  have a  depressive  effect  on the  price  of the  Company's
Securities.  (See  "Risk  Factor No. 25  "Adverse  Effects  of  Proposals  to Be
Presented at Annual Shareholders Meeting: Anti-Takeover Provisions,  Limitations
on Shareholders Voting Rights, and Stock Bonuses to Management")

         10.  Proposed  Reverse  Split:  Possible  Negative  Effect  on Value of
Securities.  As of April 22, 1999 there were 87,196,000  shares of the Company's
common stock issued and outstanding.  While the Company  considers that it would
be highly unlikely if all of the currently outstanding options and warrants were
to be  exercised  and all of the  currently  outstanding  debentures  were to be
converted with respect to the principal amount of such  debentures,  there could
be up to 118,107,122  shares of common stock issued and  outstanding.  On August
13, 1997, the Company  received a Letter of Intent from H.J.  Meyers,  Inc. (the
"Meyers  Letter  of  Intent"),  a  broker-dealer  registered  with the  National
Association  of Securities  Dealers,  Inc., for the  underwriting  of a proposed
public offering.  On or about September 16, 1998, however, H. J. Meyers abruptly
ceased  doing  business.  The  Company  intends to  endeavor  to effect a public
offering  of its  securities  and is  presently  in  negotiations  with  another
potential underwriter. The Meyers Letter of Intent had required that the Company
have not more than ten million  (10,000,000)  shares of common  stock issued and
outstanding prior to the proposed public offering. The Company believes that any
potential  underwriter  for a public  offering of the Company's  securities will
require that the Company  effect a reverse  split to reduce the number of shares
of its common


                                       17
<PAGE>

stock issued and outstanding  because the total number of shares of common stock
currently outstanding is  disproportionately  large in relation to the Company's
level of sales,  net income and net worth.  Additionally,  the Company's  common
stock has had a low market  value per share in recent  months,  which  may,  the
Company  believes,  tend to reduce  stockbroker  and  investor  interest  in the
Company.  Further,  the Company believes that the current per share price of the
Company's  common stock may limit the effective  marketability  of the Company's
common stock because of the reluctance of many brokerage firms and institutional
investors to recommend  lower-priced  stocks to their clients or to hold them in
their own  portfolios.  In light of the  above,  the  Company  intends to call a
meeting of its  shareholders  and to submit to them a proposal to reverse  split
the number of shares of common  stock issued and  outstanding  at a ratio of one
post-split share for every seven pre-split  shares,  or at some other,  possibly
higher, ratio, as the board of directors shall agree is in the best interests of
the Company  and its  shareholders.  Based upon the number of shares  issued and
outstanding  as of April  22,  1999,  and  assuming  that the  Reverse  Split is
approved by the shareholders and effected at a one-for-seven  ratio,  there will
be a decrease in the number of outstanding shares of common stock of the Company
to approximately 12,456,571 shares. Because of standard anti-dilution clauses or
market price sensitive  exercise or conversion prices contained in all presently
outstanding  convertible  debentures,  warrants, and options, such reverse split
would also affect the number of shares of common stock issuable upon  conversion
or  exercise  of  such  debentures,  warrants,  or  options.  Negotiations  with
potential  underwriters may result in a different  reverse-split ratio or even a
second reverse split.

      The  Company  believes  that a decrease  in the number of shares of common
stock  outstanding  may increase  the trading  price and  marketability  of such
shares.  However,  the market price of the Company's common stock should also be
expected to reflect Company performance and other factors,  some of which may be
unrelated  to the  number of shares  outstanding.  Accordingly,  there can be no
assurance that the market price of the Common Stock after the Reverse Split will
actually  increase in an amount  proportionate  to the decrease in the number of
outstanding  shares.  The Reverse Split may leave  stockholders with one or more
"odd lots" of the Company's  stock,  i.e. stock holdings in amounts of less than
100 shares.  These shares may be more  difficult  to sell,  or require a greater
commission per share to sell, than shares in lots of 100.

      Upon the  effectiveness  of the  Reverse  Split,  if it is approved by the
Shareholders, the presently issued certificates shall be deemed to represent the
number of shares equal to the number of pre-split shares originally  represented
by such certificate divided by the ratio of the reverse split, and rounded up to
the  next  full  number.  EXAMPLE:  if  the  reverse  split  is  effected  at  a
one-for-seven   ratio,  a  certificate  which  originally   represented  294,005
pre-split  shares  would  be  deemed  to  represent  294,005  divided  by  seven
(42,000.7),  rounded up to the next full number,  i.e.,  42,001 shares.  Thus no
fractional  shares of common stock will result from the reverse split (see "Risk
Factor  No. 6,  Dilutive  and Other  Adverse  Effects of  Presently  Outstanding
Debentures, Warrants and Options").


      11. Dependence on Major Customers. To date the Company has received orders
for fifteen TCS-1  Plants,  eight of which were ordered by  Ocean/Ventures  III,
Inc.("O/V III") of Toms River,  New Jersey ("O/V III") and parts of one of which
have been  purchased by Oceans Tire  Recycling & Processing  Co., Inc.  ("Oceans
Tire"), a company under common control with O/V III. The eight Plants ordered by
O/V III  constitute  approximately  fifty-six  percent  (56%)  of the  Company's
present backlog. The Company has also received orders for four TCS-1 Plants from
ENERCON  America  Distribution  Limited  ("Enercon") of  Westerville,  Ohio. The
Enercon


                                       18
<PAGE>

orders  constitute  approximately  twenty-eight  percent  (28%) of the Company's
present  backlog.  The loss of either of these two customers  would have a major
adverse  effect on the Company.  Both O/V III and Oceans Tire are  controlled by
Louis V. Sanzaro, an officer and director of the Company.

      Completion and consummation of all currently  outstanding orders for TCS-1
Plants,  are entirely  dependent  on each  customer's  obtaining  lease or other
financing  for the  purchased  portions  of the  Plant  as well as all  required
permits and licenses to operate a Plant. In this regard,  the Company notes that
Enercon  initially  placed  orders for two plants in August  1998.  Enercon  has
assured the Company on numerous  occasions that it expects to receive  financing
to effect these  purchases,  but to date no such  financing has been obtained by
Enercon.  The Company is unable to state when, if ever, Enercon will receive its
funding and be in a position  to effect its  projected  purchases  of a total of
four TCS-1 Plants.


      12.  Uncertainty  of Product  and  Technology  Development:  Technological
Factors.  The  Company  has  completed  and is  presently  operating  the  first
production model of the TCS-1 Plant. The Company's  success will depend upon the
TCS-1 Plant's  continuing to meet targeted  performance and cost objectives on a
long  term,  commercial  basis.  Such an  outcome  will be  subject to the risks
inherent in the development of a new product,  technology,  and business.  There
can be no assurance that under commercial usage conditions, the TCS-1 Plant will
satisfactorily  perform  the  functions  for  which  it has  been  designed  and
constructed,  that it will meet applicable price or performance  objectives,  or
that unanticipated technical or other problems will not occur which would result
in increased costs or material delays in establishing the Company's  business at
a profitable  level.  There can be no  assurance  that,  despite the  successful
operation of the TCS-1 Plant during the current,  initial operational period, we
will not  encounter  problems  which  could  result  in loss or delay in  market
acceptance of the TCS-1 Plant.


      13.  International  Sales and Operations.  The Company plans to market the
TCS-1  Plant in Europe and India  during the 1999  calendar  year,  and in other
areas  throughout the world as  opportunities  arise.  There can however,  be no
assurances  that the  TCS-1  Plant  will be  successfully  marketed  or that any
anticipated  international  sales of TCS-1 Plants will take place.  In addition,
the Company will seek joint  ventures  with  purchasers  of TCS-1 Plants for the
purpose of  engaging in the  business of  operating  tire  recycling  businesses
equipped  with  TCS-1  Plants.  To  the  extent  that  the  Company  engages  in
international  sales  and/or  operations,  it will be subject  to various  risks
associated therewith, including but not limited to changes in tariff rates, lack
of reliability and availability of qualified labor, and instability of political
climate or economic environment. In addition, the value of any capital equipment
owned by such joint  ventures  and any  operating  lease or  equipment  purchase
financing payments received by the Company,  may, under certain  conditions,  be
valued  or paid  in  non-U.S.  currencies,  all of  which  will  be  subject  to
independent  fluctuating  exchange rates with the U.S.  dollar which may have an
adverse  affect on the  Company's  revenues or asset values in terms of the U.S.
dollar.

      14. Protection of Tirex Proprietary Technology and Potential Infringement.
The success of the Company's  proposed business depends in part upon its ability
to protect its  proprietary  technology  and the TCS-1 Plant which utilizes such
technology.  On April 7, 1998,  the Company was issued a United States patent on
its Cryogenic Tire Disintegration  Process and Apparatus (Patent No. 5,735,471).
This patent will expire on December 18, 2016. In November 1998, the


                                       19
<PAGE>

Company  filed this  patent  with the  Canadian  Patent  Office.  The Company is
presently  unable to state how long the  Canadian  review  will take.  While the
Company  expects  a  Canadian  patent  to be  granted,  it is unable to give any
assurance that this will in fact be the case. Prior to obtaining its patent, the
Company  relied  on  trade  secrets,   proprietary  know-how  and  technological
innovation to develop its technology and the designs and  specifications for the
TCS-1 Plant. Except where the terms of their employment agreements would make it
redundant  or, in the sole  discretion  of  management,  it is  determined  that
because of the  non-technical  nature of their duties,  such  agreements are not
necessary or  appropriate,  the Company  has,  and will  continue to, enter into
confidentiality  and  invention  assignment  agreements  with all  employees and
consultants  which  limit  access to, and  disclosure  or use of, the  Company's
proprietary technology. There can be no assurance, however, that the steps taken
by the  Company to deter  misappropriation  or third  party  development  of its
technology and/or processes will be adequate, that others will not independently
develop  similar  technology  and/or  processes  or  that  secrecy  will  not be
breached.  In addition,  although the Company  believes that its  technology has
been independently  developed and does not infringe on the proprietary rights of
others,  there can be no assurance  that the Company's  technology  does not and
will not so infringe or that third parties will not assert  infringement  claims
against the Company in the future.  Moreover, there can be no assurance that the
Company  will  have the  resources  to defend  its  Patent  by  bringing  patent
infringement or other proprietary rights actions.

      15. Limited  Public Market:  Company Not Eligible for Inclusion on NASDAQ.
To date  there  has been only a  limited  and  sporadic  public  market  for the
Company's  common stock.  There can be no assurance  that an active and reliable
public market will develop or, if developed, that such market will be sustained.
Purchasers  of  shares of  common  stock of the  Company  may,  therefore,  have
difficulty  in  reselling  such  shares.  As a  result,  investors  may  find it
impossible to liquidate their investment in the Company should they desire to do
so. The  Company's  common  stock is  currently  traded in the  over-the-counter
market and quoted on the OTC  Bulletin  Board.  The Company  intends to apply to
have its common stock  approved for quotation on the Nasdaq  SmallCap  Market at
such time, in the future,  that it meets the requirements  for inclusion.  As at
the date hereof, however, the Company is not eligible for inclusion in NASDAQ or
for  listing  on  any  national  stock  exchange.  All  companies  applying  and
authorized  for  NASDAQ are  required  to have not less than  $4,000,000  in net
tangible  assets,  a public  float  with a market  value of not less  than  five
million  dollars,  and a minimum bid of price of $4.00 per share. At the present
time,  the  Company is unable to state  when,  if ever,  it will meet the Nasdaq
application standards.  Unless the Company is able to increase its net worth and
market valuation  substantially,  either through the accumulation of surplus out
of earned income or successful  capital raising  financing  activities,  it will
never be able to meet the eligibility requirements of NASDAQ. In addition, it is
likely that the Company,  which, as of April 22, 1999, had 87,196,000  shares of
common stock issued and outstanding,  will have to effect a reverse split of its
issued and outstanding stock, in order to meet the minimum bid price requirement
(see,  also, Risk Factor No. 6 "Dilutive and Other Adverse Effects of Debentures
and Warrants and Presently Outstanding Option").  Moreover,  even if the Company
meets the minimum  requirements  to apply for  inclusion in The Nasdaq  SmallCap
Market,  there  can be no  assurance,  that  approval  will be  received  or, if
received,  that the Company will meet the requirements for continued  listing on
the Nasdaq SmallCap  Market.  Further,  Nasdaq reserves the right to withdraw or
terminate a listing on the Nasdaq SmallCap Market at any time and for any reason
in its  discretion.  If the Company is unable to obtain or to maintain a listing
on the Nasdaq SmallCap Market,  quotations, if any, for "bid" and "asked" prices
of the common stock would be available  only on the OTC Bulletin Board where the
common stock is currently quoted or in the "pink sheets" published by the


                                       20
<PAGE>

National Quotation Bureau, Inc. This can result in an investor's finding it more
difficult  to  dispose  of or to obtain  accurate  quotations  of prices for the
common  stock  than would be the case if the  common  stock  were  quoted on the
Nasdaq  SmallCap  Market.  Irrespective  of whether  or not the common  stock is
included in the Nasdaq  SmallCap  system,  there is no assurance that the public
market for the common stock will become more active or liquid in the future.  In
that regard,  prospective purchasers should consider that this offering is being
made without the underwriting  arrangements typically found in a public offering
of  securities.  Such  arrangements  generally  provide  for the  issuer  of the
securities to sell the securities to an underwriter  which,  in turn,  sells the
securities to its customers and other members of the public at a fixed  offering
price,  with the result that the  underwriter  has a continuing  interest in the
market for such  securities  following  the  offering.  In order to qualify  for
listing on a national stock exchange, similar minimum criteria respecting, among
other things, the Company's net worth and/or income from operation must be met.

      Accordingly, market transactions in the Company's common stock are subject
to the "Penny Stock Rules" of the Securities and Exchange Act of 1934, which are
discussed in more detail,  below,  under "Risk Factor No. 16.  Applicability  of
Penny Stock Rules to Broker-Dealer  Sales of Company Common Stock".  These rules
could  make it  difficult  to trade  the  common  stock of the  Company  because
compliance  with them can delay and/or preclude  certain  trading  transactions.
This could  have an adverse  effect on the  ability of an  investor  to sell any
shares of the Company's common stock.

      16. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  As discussed  above,  at the present time,  the Company's  common
stock  is not  listed  on The  Nasdaq  SmallCap  Stock  Market  or on any  stock
exchange.  Although  dealer prices for the Company's  common stock are listed on
the OTC  Bulletin  Board,  trading  has been  sporadic  and  limited  since such
quotations first appeared on April 4, 1994.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
special  disclosure  relating to the market for penny stocks in connection  with
trades in any stock defined as a "penny stock". Commission regulations generally
define a penny stock to be an equity  security  that has a market  price of less
than $5.00 per share and is not listed on The Nasdaq  SmallCap Stock Market or a
major stock exchange.  These regulations subject all broker-dealer  transactions
involving  such  securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for the Selling  Shareholders and the Underlying  Share Selling  Shareholders to
utilize the services of broker-dealers  who are members of the NASD. The current
market price of the  Company's  Common Stock is  substantially  less than $5 per
share and such stock can, for at least for the foreseeable  future,  be expected
to continue to trade in the over-the-counter  market at a per share market price
of  substantially  less than $5.  Accordingly,  any  broker-dealer  sales of the
shares being registered hereunder, as well as any subsequent market transactions
in the Company's common stock,  will be subject to the Penny Stock Rules.  These
Rules affect the ability of broker-dealers to sell the Company's  securities and
also may affect the ability of  purchasers in this offering to sell their shares
in the secondary market, if such a market should ever develop.

      The Penny Stock Rules also impose special sales practice  requirements  on
broker-dealers  who sell such securities to persons other than their established
customers or "Accredited  Investors." Among other things,  the Penny Stock Rules
require that a broker-dealer make a


                                       21
<PAGE>

special  suitability  determination  respecting  the  purchaser  and receive the
purchaser's written agreement to the transaction prior to the sale. In addition,
the  Penny  Stock  Rules  require  that a  broker-dealer  deliver,  prior to any
transaction,  a disclosure schedule prepared in accordance with the requirements
of the Commission relating to the penny stock market.  Disclosure also has to be
made about  commissions  payable to both the  broker-dealer  and the  registered
representative and the current quotations for the securities.  Finally,  monthly
statements have to be sent to any holder of such penny stocks  disclosing recent
price information for the penny stock held in the account and information on the
limited  market in penny  stocks.  Accordingly,  for so long as the Penny  Stock
Rules are applicable to the Company's common stock, it may be difficult to trade
such stock because  compliance with such Rules can delay and/or preclude certain
trading transactions.  This could have an adverse effect on the liquidity and/or
price of the Company's common stock.

      17.  Management's  Lack of Industry  Experience.  Although  Management has
significant  general business and engineering  experience,  potential  investors
should be aware that, prior to their association with the Company,  no member of
management has been directly  involved in  administering a tire  disintegration,
recycling,  tire  disintegration  equipment  manufacturing,   or  molded  rubber
products  business,  except for Mr.  Sanzaro,  who has more than twenty years of
experience in the recycling business (excluding tires).

      18.  Dependence on Key  Personnel.  The Company  believes that its success
depends to a  significant  extent on the efforts and abilities of certain of its
senior  management,  in  particular  those of Terence C. Byrne,  Chairman of the
Board of Directors and Chief  Executive  Officer;  Louis Sanzaro,  President and
Chief  Operating  Officer,  and  Louis V.  Muro,  Vice  President  in  charge of
engineering.  The loss of any of these  persons  could have a  material  adverse
affect on the Company's business,  prospects,  operating results,  and financial
condition.  The Company has entered  into  employment  agreements  with  Messrs.
Byrne,  Sanzaro,  and Muro.  The Company  does not  presently  have key man life
insurance  policies  and does not intend to obtain any unless  required to do so
under  future  financing  arrangements.  There  can be no  assurance  that  such
policies will be available to the Company on commercially  reasonable  terms, if
at all.  Additionally,  the ability of the Company to realize its business  plan
could be  jeopardized  if any of its  senior  management  becomes  incapable  of
fulfilling his  obligations to the Company and a capable  successor is not found
on a timely basis.  There can however be no assurance  that, in such event,  the
Company  will be able to locate and retain a capable  successor to any member of
its senior management.

      19.  Regulatory  and  Environmental  Considerations.  The Company does not
expect  that its  equipment  manufacturing  operations  will be  subject  to any
unusual  or  burdensome  governmental  regulations.   However,  the  Company  is
presently  operating  the  First  Production  Model of the TCS  Plant,  which is
installed at its Montreal  facility.  The TCS-1 Plant is a "closed  loop" system
which does not use any  chemicals,  solvents,  gases or other  substances  which
could  result  in  emissions  of any  kind  and,  to the  best of the  Company's
knowledge,  does not result in the  emission of air  pollution,  the disposal of
combustion  residues,  the storage of hazardous  substances (as is the case with
other tire  recycling  processes  such as  pyrolysis),  or the production of any
significant  amounts of solid waste which would have to be landfilled.  However,
the  operation  of a TCS-1 Plant  involves,  to varying  degrees and for varying
periods of time, the


                                       22
<PAGE>

storage of scrap tires which, with their size, volume and composition,  can pose
serious  environmental  problems.  While the Company  does not believe that such
storage will normally involve quantities of tires so large or storage periods so
extensive as to constitute the  "stockpiling" of scrap tires, it should be noted
that  stockpiling,  should it occur,  could  constitute a  particularly  serious
environmental  problem.  Among the numerous  problems relating to scrap tires is
that, when stockpiled  above ground,  tires create serious fire,  public health,
and  environmental  hazards  ranging from fires,  which generate large and dense
clouds of black smoke and are extremely difficult to extinguish, to the creation
of vast breeding grounds for mosquitoes and vermin.

      As a result,  many states have either  passed or have pending  legislation
regarding  discarded  tires including  legislation  limiting the storage of used
tires to specifically  designated  areas. The Company,  and, if any TCS-1 Plants
are sold by the Company,  other  operators of TCS-1  Plants,  will  therefore be
subject to various local,  state,  and federal laws and  regulations  including,
without limitation,  regulations promulgated by federal and state environmental,
health,  and labor agencies.  Establishing  and operating a TCS-1 Plant for tire
recycling will require  numerous permits and compliance with  environmental  and
other government  regulations,  on the part of the Company's customers,  both in
the United States and Canada and in most other foreign countries. The process of
obtaining  required  regulatory  approvals may be lengthy and expensive for both
the Company and for its TCS-1 Plant customers.  Moreover,  regulatory approvals,
if granted,  may include significant  limitations on either the Company's or its
customer's  operations.  The EPA  and  comparable  state  and  local  regulatory
agencies  actively  enforce  environmental   regulations  and  conduct  periodic
inspections to determine  compliance  with  government  regulations.  Failure to
comply  with  applicable  regulatory  requirements  can result in,  among  other
things,  fines,  suspensions  of  approvals,  seizure  or  recall  of  products,
operating restrictions, and criminal prosecutions.

      Compliance  with applicable  environmental  and other laws and regulations
governing  the business of the Company,  and of all TCS-1 Plant  Operators,  may
impose  financial  burdens that could adversely  affect the business,  financial
condition,  prospects,  and results of operations,  of the Company. Such adverse
affects could include,  but may not be limited to, the burden of compliance with
laws and regulations governing the installation and/or operation of TCS-1 Plants
discouraging  potential  customers  from  purchasing a TCS-1  Plant.  Actions by
federal, state, and local governments concerning  environmental or other matters
could  result in  regulations  that could  increase  the cost of  producing  the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 Plant and make such  by-products less profitable or even impossible
to sell at an economically feasible price level.

      The  Company  believes  that  existing   government   regulations,   while
extensive,  will not result in the disability of either the Company or its TCS-1
Plant customers to operate  profitably and in compliance with such  regulations.
However,  since  all  government  regulations  are  subject  to  change  and  to
interpretation  by local  administrations,  the effect of government  regulation
could  conceivably  prevent,  or delay for a  considerable  period of time,  the
development  of the  Company's  business  as planned  and/or  impose  costly new
procedures for  compliance,  or prevent the Company or its TCS-1  customers from
obtaining,  or affect the timing of, regulatory  approvals.  Actions by federal,
state,  and local  governments  concerning  environmental or other matters could
result in regulations  that could  therefore  increase the cost of producing the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 Plant and make such  by-products less profitable or even impossible
to sell at an economically


                                       23
<PAGE>

feasible  price  level,  which  could  result  in the  Company's  or  its  TCS-1
customers'  businesses  being less  profitable,  or  unprofitable,  to  operate.
Continually changing government compliance standards and technology,  could also
affect  the  Company's  future  capital  expenditure  requirements  relating  to
environmental  compliance.  Likewise,  the  burden of  compliance  with laws and
regulations  governing the  installation  and/or operation of TCS-1 Plants could
discourage  potential  customers  from  purchasing  a TCS-1  Plant  which  would
adversely  affect the  Company's  business,  prospects,  results,  and financial
condition.  As a result,  the  business  of the Company  could be  directly  and
indirectly affected by government regulations.

      20.  Technological  Changes.  To date, the market for tire  disintegration
equipment has not, to the best of management's knowledge,  been characterized by
rapid  changes  in  technology.  However,  there  can be no  assurance  that new
products or  technologies,  presently  unknown to the Company,  will not, at any
time in the future and without warning, render the Company's tire disintegration
technology  less  competitive or even obsolete.  Moreover,  the technology  upon
which the Company's tire disintegration system is based, could be susceptible to
being  analyzed  and  reconstructed  by an  existing  or  potential  competitor.
Although  the Company  has been issued a United  States  patent  respecting  its
proprietary  disintegration  system,  the  Company  may not have  the  financial
resources to successfully defend such patent, were it is to become necessary, by
bringing  patent  infringement  suits  against  parties that have  substantially
greater  resources than are available to the Company.  The Company must continue
to create innovative new products  reflecting  technological  changes in design,
engineering, and development, not only of new tire disintegration machinery, but
of products, and machinery capable of producing products,  which incorporate and
recycle the rubber,  steel,  and/or fiber  by-products which will be produced by
the  operation  of the TCS-1 Plant.  Failure to do so, could  prevent to Company
from gaining and  maintaining  a significant  market for its products.  This may
require  a  continuing  high  level  of  product  development,  innovation,  and
expenditures. To the extent that the Company does not respond adequately to such
technological  advances,  its  products  may become  obsolete and its growth and
profitability may be adversely affected.

      21.  Competition.  With respect to our  equipment  manufacturing  segment,
although  management  believes that the TCS-1 Plant has distinct advantages over
other existing tire  disintegration  methods,  the Company will face competition
from other  equipment  manufacturers,  virtually all of whom will be larger than
the Company,  and will have  substantially  more assets and  resources  than the
Company. Management intends to meet such competition by developing technological
innovations  which will keep the TCS-1 Plant more  economical and efficient than
other tire  disintegration  methods although no assurance can be given that this
will prove to be the case.

      With respect to our molded rubber  products  segment,  the market for such
products is highly  competitive.  However,  competition  with  respect to molded
products made from recycled rubber is comparatively  moderate.  The Company will
attempt to compete in certain markets for products  presently made from both new
and recycled  rubber.  It intends to do so on the basis of quality and price. We
believe  that,  especially  within the markets for products  made from  recycled
rubber, our ability to vertically integrate production, by using recycled rubber
crumb produced by our TCS-1 Plant,  will give us a competitive  advantage.  With
respect to  competition  against  manufacturers  of new rubber,  all of whom are
larger than the Company and have  substantially  more assets and resources  than
the Company, competitive efforts will focus on


                                       24
<PAGE>

research and development of new methods for utilizing at least a portion of more
economical and ecologically  beneficial recycled rubber, where new rubber is now
used.

      22. No Dividends and None  Anticipated.  The Company has not paid any cash
dividends,  nor does it contemplate or anticipate  paying any dividends upon its
Common Stock in the foreseeable future.

      23. Possible  Adverse Effects of  Authorization  and Issuance of Preferred
Stock.  The  Company's  amended  Certificate  of  Incorporation  authorizes  the
issuance of 5,000,000 shares of "Class A Stock".  Twenty thousand of such shares
are  reserved  for  issuance  as  preferred  stock under an  outstanding  option
therefor. The Board of Directors has the power to issue the balance of the Class
A Stock in such  series  and  classes  and with such  designations,  rights  and
preferences  as may be  determined  from time to time by the Board of Directors.
The issuance of any series of preferred stock having rights superior to those of
the common  stock may result in a decrease  in the value or market  price of the
common stock and could be used by the Board of Directors as a means to prevent a
change in control of the Company.  Such preferred stock issuances could make the
possible  takeover of the Company,  or the removal of management of the Company,
more difficult.  The issuance of such preferred stock could  discourage  hostile
bids for control of the Company in which shareholders could receive premiums for
their  Common  stock or warrants,  could  adversely  affect the voting and other
rights of the holders of the common stock,  or could depress the market price of
the common stock.  Also, the voting power and  percentage of stock  ownership of
the shareholders of the Company's outstanding capital stock can be substantially
diluted by such preferred stock issuance.  See also, Risk Factor No. 27 "Adverse
Effects  of  Proposals  to  Be   Presented  at  Annual   Shareholders   Meeting:
Anti-Takeover  Provisions,  Limitations on Shareholders Voting Rights, and Stock
Bonuses to Management".

      24.  Prior  Notice  Not  Required  For  Shareholder  Actions.  None of the
Company's  securities is registered under Section 12 of the Securities  Exchange
Act of 1934, as amended (the "34 Act"). As a result,  the Company is not subject
to the Proxy Rules of Section 14 of the 34 Act. The Company is thus able to take
shareholder  actions in  conformance  with Section 228 of the  Delaware  General
Corporation  Act,  which  permits it to take any action which is required to, or
may, be taken at an annual or special meeting of the shareholders, without prior
notice and without a vote of the shareholders. Instead of such vote, the written
consent or consents in writing, setting forth the action so taken, can be signed
by the holders of  outstanding  stock having not less than the minimum number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted on such action.
The only  notice  which  shareholders  other  than those who  consented  to such
action,  are entitled to, is required to be given  promptly after the action has
been taken.

         25. Adverse Effects of Proposals to Be Presented at Annual Shareholders
Meeting: AntiTakeover Provisions, Limitations on Shareholders Voting Rights, and
Stock Bonuses to  Management.  The Company  intends to hold an annual meeting of
its shareholders prior to the end of the current calendar year. This will be the
first  meeting of the  Shareholders  ever  called by the  Company.  The Board of
Directors has proposed that the Company's Certificate of Incorporation should be
amended and restated to contain  provisions  that may make it more  difficult to
acquire  control  of the  Company  by means of  tender  offer,  over-the-counter
purchases,


                                       25
<PAGE>

a proxy fight,  or  otherwise.  If adopted by the required vote of the Company's
shareholders,  the amendments  will include:  (i) the addition of a "fair price"
provision  to  the  Certificate  of   Incorporation   that  regulates   business
combinations with any person or group beneficially  owning fifteen percent (15%)
or more of the  Company's  common  stock,  including  a  voting  requirement  of
seventy-five  percent (75%) of the voting power of all outstanding voting shares
of the Company  (excluding shares held by such fifteen percent (15%) stockholder
or group of  stockholders)  for a  business  combination,  unless  the  business
combination  is approved by a majority of the members of the Board of  Directors
who have held office  since prior to the date of the 1999  annual  meeting  (the
"Continuing  Directors")  or  satisfies  certain  minimum  price and  procedural
requirements;  (ii)  the  addition  to the  Certificate  of  Incorporation  of a
provision  granting  authority  to the Board of  Directors  to adopt one or more
shareholder rights plans, rights agreements, or other forms of "poison pills" in
the future  without  further  shareholder  approval,  (iii) the  addition to the
Certificate of Incorporation  of a provision  classifying the Board of Directors
into three classes;  (iv) the addition to the Certificate of  Incorporation of a
seventy-five  percent (75%) voting  requirement for any stockholder action to be
taken by written  consent;  (v) an amendment to the Certificate of Incorporation
requiring the affirmative  vote of the holders of seventy-five  percent (75%) of
the outstanding voting stock to amend, alter and repeal the By-laws and to allow
the Board of Directors to amend, alter or repeal the By-laws without stockholder
consent;  (vi) the addition to the Certificate of  Incorporation  of a provision
electing to be governed by the provisions of Section 203 of the Delaware General
Corporation  Law which,  under certain  circumstances,  imposes  restrictions on
proposed business  combinations between a company and an interested  stockholder
of such  company;  (vii) the  addition of a  seventy-five  percent  (75%) voting
requirement in order to amend, alter or repeal the foregoing proposed amendments
to the  Certificate  of  Incorporation;  (viii)  an  amendment  to  the  By-laws
eliminating the ability of stockholders to call a special meeting;  and (ix) the
addition  to the  By-laws of a  provision  requiring  that  stockholders  submit
director  nominations  and  other  business  to be  considered  at  meetings  of
stockholders  at least 90 days in advance of any such  meeting of  stockholders.
The proposed  amendments are not being submitted to the shareholders in response
to any effort, of which the Company is aware, to accumulate the Company's common
stock or to obtain control of the Company.

      The  proposed  amendments,  individually  and  collectively,  may have the
effect of making more difficult and discouraging a merger, tender offer or proxy
fight,  even if such transaction or occurrence may be favorable to the interests
of some or all of the Company's  stockholders.  The proposed amendments also may
delay the  assumption  of control by a holder of a large block of the  Company's
common stock and the removal of incumbent management, even if such removal might
be  beneficial  to some or all of the  stockholders.  Furthermore,  the proposed
amendments  may have the effects of deterring or  frustrating  certain  types of
future  takeover  attempts  that may not be approved by the  incumbent  Board of
Directors,  but that the holders of a majority of the shares of Company's common
stock  may deem to be in their  best  interests  or in which  some or all of the
stockholders may receive a substantial premium over prevailing market prices for
their stock.

      By having the  effect of  discouraging  takeover  attempts,  the  proposed
amendments also could have the incidental  effect of inhibiting  certain changes
in  management  (some or all of the  members of which  might be  replaced in the
course of a change of control) and also the temporary fluctuations in the market
price of the  Company's  common  stock that could  result from actual or rumored
takeover attempts. Moreover, tender offers or other non-open market acquisitions
of stock are  usually  made at prices  above the  prevailing  market  price of a
company's stock. In


                                       26
<PAGE>

addition,  acquisitions  of stock in the open  market by persons  attempting  to
acquire control may cause the market price of the stock to reach levels that are
higher  than might  otherwise  be the case.  Approval  of the some or all of the
proposed  amendments may deter such purchases,  particularly  purchases for less
than all of the  Company's  shares,  and  therefore  may deprive  holders of the
Company's  common stock of an  opportunity to sell their shares at a temporarily
higher market price.

      Purchasers of the shares being registered  hereunder should note that such
amendments,  if adopted,  will result in there being  special  requirements  for
supermajority  shareholder  approval of any subsequent business  combination and
the  possibility  that after an acquiror  (for purposes of this  discussion,  an
"Interested Shareholder") purchases a certain percentage of the Company's common
stock, it will be forced to pay a higher price to other Company  shareholders in
such a business  combination.  This would likely would make it more costly for a
third party to acquire control of the Company. Thus, the proposed amendments may
decrease the likelihood of a tender offer for less than all of the shares of the
common stock of the Company,  which may adversely affect stockholders who desire
to participate in such a tender offer. In certain cases, the proposed fair price
amendment's   minimum  price  provisions,   while  providing  objective  pricing
criteria,  could be arbitrary  and not  indicative  of value.  In  addition,  an
Interested  Stockholder may be unable, as a practical matter, to comply with all
of the procedural  requirements.  In these  circumstances,  unless an Interested
Stockholder  were able to obtain  special  stockholder  approval  of a  proposed
Business  Combination,  it would be forced either to negotiate with the Board of
Directors on terms  acceptable to the Board or to abandon the proposed  business
combination.  The  proposed  amendments  also would give veto power to  minority
stockholders with respect to a proposed Business  Combination that is opposed by
a majority  of  Continuing  Directors  but that is desired by a majority  of the
Company's  stockholders  unless the minimum pricing and procedural  requirements
were  met.  If  members  of  the  Company's  current  management  and  principal
shareholders were to maintain their current stock ownership, they would have the
ability to block the requisite  vote. In addition,  the proposed  amendments may
tend to insulate  incumbent  directors against the possibility of removal in the
event of a takeover attempt because only the Continuing Directors would have the
authority to reduce to a simple  majority or eliminate  the special  stockholder
vote required for a particular Business Combination.

      While  some  of  the  proposed   amendments   would  directly  affect  the
possibility  of the  Company's  being the subject of a tender offer or a hostile
takeover,  others will directly  limit the ability of minority  shareholders  to
participate in Company affairs.  The classified  Board of Directors  provisions,
will  divide the Board of  Directors  into three  classes of  directors  serving
staggered  two-year  terms,  with two  directors  to be elected  at each  annual
meeting  of  shareholders.  This will  extend  the time  required  to change the
composition of the Board of Directors.  The provision requiring  shareholders to
give 90 days advance notice to the Company of any nomination for election to the
Board of Directors, or other business to be brought at any shareholders' meeting
will make it more difficult for shareholders to nominate candidates to the Board
of Directors who are not supported by  management.  This  provision will make it
more  difficult  to  implement  shareholder  proposals  even  if a  majority  of
shareholders are in support thereof.  Each of these provisions may also have the
effect of  deterring  hostile  take-overs  or  delaying  changes  in  control or
management of the Company. In addition,  the  indemnification  provisions of the
Company's  Certificate of  Incorporation  and Bylaws may represent a conflict of
interest between  management and the  shareholders  since officers and directors
may be indemnified prior to any judicial determinations as to their conduct.


                                       27
<PAGE>

      Under Delaware law, each of the proposed  amendments to the Certificate of
Incorporation  and By-laws  described above requires the affirmative vote of the
holders of a majority of the Company's  outstanding  shares of common stock. All
of the proposals are permitted by law. If stockholders approve any or all of the
proposed   amendments,   the  Company  will  file  a  Restated   Certificate  of
Incorporation that reflects the proposed  amendments with the Secretary of State
of the  State  of  Delaware.  Each of the  proposed  amendments  adopted  by the
Company's  stockholders  will become effective  regardless of whether any of the
other proposed amendments to be acted upon at the Meeting is adopted.

      In addition to the proposed amendments to the Certificate of Incorporation
and By-laws,  the present  Certificate of Incorporation  authorizes the Board of
Directors to issue shares of Class A Stock having such rights,  preferences  and
privileges as designated by the Board of Directors without stockholder approval.


                                       28
<PAGE>

                              SELLING SHAREHOLDERS

      All of the shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholders  were  acquired  by them,  pursuant to the terms of
their respective employment agreements,  dated as of February 26, 1999 (the "Ash
Employment  Agreement),  July 1, 1997  (the  "Crossley  Employment  Agreement"),
December 22, 1996 (as amended May 1, 1997) (the "Levine Employment  Agreement"),
July 23, 1998 (the "Sanzaro Employment Agreement"), January 18, 1995 (as amended
May 30, 1996) (the "Byrne Employment Agreement) and June 22, 1998 (the "Rapfogel
Employment  Agreement").  All of the Shares being  offered by Messrs.  Crossley,
Sanzaro and Byrne, and Ms. Levine were acquired by them in partial  satisfaction
of salary payments and unreimbursed  cash  expenditures owed to them under their
respective  Employment  Agreements.  All of the shares being  offered by Mr. Ash
were acquired by Mr. Ash as a signing bonus under the Ash Employment  Agreement.
All of the shares being offered by Mr. Rapfogel were acquired by Mr. Rapfogel as
a performance bonus under the Rapfogel Employment Agreement.  The Ash Employment
Agreement,  Crossley Employment Agreement, Levine Employment Agreement,  Sanzaro
Employment  Agreement,   Byrne  Employment  Agreement  and  Rapfogel  Employment
Agreement  are each  individually  negotiated  written  compensation  agreements
pursuant to which the Selling  Shareholders  render  bona fide  services  not in
connection   with  the  offer  or  sale  of  securities  in  a  capital  raising
transaction.  Each of such agreements  constitutes an Employee  Benefit Plan, as
defined in Rule 405 of the Securities Act of 1933. The Ash Employment Agreement,
Crossley Employment Agreement,  Levine Employment Agreement,  Sanzaro Employment
Agreement,  Byrne Employment  Agreement,  and Rapfogel Employment  Agreement may
sometimes  be referred to  hereinafter,  both  singly and  collectively,  as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder  are  "restricted  shares"  insofar as they were issued to
affiliates  or  employees  of the  Registrant  under an  employee  benefit  plan
pursuant  to  a  Securities  Act  exemption   prior  to  their  inclusion  in  a
registration statement on Form S-8, of which this Reoffer Prospectus is a part.

      The table which follows identifies: (i) the Selling Shareholders; (ii) the
Plan pursuant to which the Shares being offered hereby have been acquired; (iii)
the nature of all positions,  offices or other material  relationships which the
Selling Shareholders have had with the Company within the past three years; (iv)
the number of shares of common stock owned by the Selling  Shareholders prior to
the  offering;  (v) the number of shares of common  stock to be offered  for the
account of each of the Selling Shareholders; (vi) the number of shares of common
stock  to be owned by the  Selling  Shareholders  after  the  completion  of the
offering,  and (vii) the percentage of the Company's common stock to be owned by
the Selling Shareholders after completion of the offering.


                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                        Percentage
                                                                                 Number of                Number of     of Shares
                                                              Positions        Shares Owned  Number of  Shares Owned   Owned After
Selling Shareholder        Compensation Agreement               With              Prior to     Shares     After the        the 
                              (Name of Plan)                  Company             Offering   Offered     Offering      Offering (5)
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                <C>                    <C>             <C>         <C>            <C>
Michael D.A. Ash     Employment Agreement dated as of   Secretary,
                     February 26, 1999                  Treasurer, Chief
                                                        Financial Officer      1,239,145(1)    700,000     539,145           (6)

Alan Crossley        Employment Agreement dated July 1, Director of
                     1997                               European Market
                                                        Development and a
                                                        former director          649,576       649,576           0          0

Frances Katz Levine  Employment Agreement dated         U.S. Corporate and
                     December 22, 1996 (as amended May  Securities Counsel
                     1, 1997)                           and a former officer
                                                        and director           5,308,807(2)    874,287   4,434,520        5.7%

Louis Sanzaro        Employment Agreement dated         President, Director
                     July 23, 1998                      and a former
                                                        consultant             5,259,633       874,287   4,385,346        5.6%

Terence C. Byrne     Employment Agreement dated         Chairman, CEO
                     January 18, 1995 (as amended May   and former
                     30, 1996)                          President             14,424,236(3)(4)  91,873  14,332,363       18.3%

Scott Rapfogel       Employment Agreement dated         Assistant U.S.
                     June 22, 1998                      Corporate and
                                                        Securities Counsel       646,296       350,000     296,296           (6)
====================================================================================================================================
</TABLE>
(Notes to This Table Appear on The Following Page)


                                       30
<PAGE>

      (1)   Includes  300,000  shares  held  by  Loryta   Investments   Ltd.,  a
            corporation  owned by the Loryta Trust,  the  beneficiaries of which
            are Mr. Ash's wife and two children.

      (2)   Includes  3,223,835  shares held of record by Ms.  Levine's  spouse,
            Robert Levine.

      (3)   Includes: (i) 1,415,443 shares held of record by Mr. Byrne as of May
            20, 1999;  (ii) 69,883  shares held of record by Mr.  Byrne's  wife,
            Darla Sapone Byrne,  as of May 20, 1999, over which shares Mr. Byrne
            has voting power pursuant to an irrevocable  proxy granted to him on
            September 27, 1996;  and (iii)  12,938,910  shares held of record by
            Bartholomew  International  Investments,  Ltd.,  as of May 20, 1999,
            which is owned by the Bartholomew Trust, which holds such shares for
            the benefit of Mr. Byrne, his spouse and Mr. Byrne's two sons.

      (4)   Does not include  4,331,092  shares  owned as at May 20, 1999 by The
            NAIS  Corporation  over  which  shares Mr.  Byrne has  voting  power
            pursuant to an irrevocable proxy.

      (5)   Based upon 78,428,779 shares issued and outstanding on May 10, 1999.

      (6)   Less than 1%.


                                       31
<PAGE>

                              PLAN OF DISTRIBUTION

      Except for Messrs.  Byrne and Rapfogel,  none of the Selling  Shareholders
have  offered or sold any shares of the  Company's  Common  Stock  pursuant to a
registration  statement on Form S-8 within the three-month  period preceding the
date hereof. On March 24, 1999 the Company filed Registration Statements on Form
S-8 on behalf of Messrs.  Byrne  (Registration  No.  333-  74941)  and  Rapfogel
(Registration No. 333-74939)  providing for the sale of up to 782, 414 shares by
Mr. Byrne and up to 181,353 shares by Mr. Rapfogel (the "Prior  Shares").  These
Registration  Statements are still  effective.  As of May 17, 1999 Mr. Byrne had
sold 757,000 of these shares and Mr.  Rapfogel had sold 35,057 of these  shares.
For each Selling  Shareholder,  the number of shares offered  hereunder by them,
together  with, the Prior Shares where  applicable,  sold, or to be sold by them
represents  less than one percent of the total number of shares of the Company's
common stock presently issued and outstanding. The Selling Shareholders may sell
all or part of the shares, from time to time, in the over-the-counter market, or
in such other public  market for the Company's  common stock as may develop,  at
market prices then pertaining.  In connection therewith the Selling Shareholders
may  utilize  the  services  of  broker-dealers,   none  of  whom  will  act  as
underwriters  with  respect  to  sales  of the  Shares.  The  names  of any such
brokers-dealers,  who  have  not yet  been  identified,  will be set  forth in a
supplement to this Reoffer Prospectus, to the extent required.

                            DESCRIPTION OF SECURITIES

      The authorized capital stock of the Company consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen million (115,000,000) shares are designated Common Stock par value $.001
per share, and five million (5,000,000) shares are designated Class A Stock, par
value $.001 per share. As at May 10, 1999 there were eighty seven million,  four
hundred twenty eight thousand, seven hundred seventy nine (87,428,779) shares of
Common Stock issued and  outstanding.  The Class A Stock may be issued from time
to time, in one or more classes, or one or more series within any class thereof,
in any manner permitted by law, as determined from time to time by the Company's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by the Company's board of directors pursuant
to authority vested in it in the Company's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,  providing for the issuance of such shares adopted by the Company's
board of directors pursuant to authority vested in the Company's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of authorized shares) or decreased (but not below the


                                       32
<PAGE>

number of shares thereof then outstanding) by further  resolution or resolutions
adopted by the Company's board of directors  pursuant to authority  vested in it
in the Company's Certificate of Incorporation.

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

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

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

                                     EXPERTS

      The financial statements and schedules of the Company and its subsidiaries
included in the  Company's  Annual  Report on Form  10-KSB,  for the fiscal year
ended  June 30,  1998,  which is  incorporated  herein by  reference,  have been
examined by Pinkham & Pinkham,  P.C.,  Certified  Public  Accountants,  and such
financial  statements  and  reports  are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in accounting and auditing.

                                 LEGAL OPINIONS

      The  legality  of the Shares  offered  hereby has been passed upon for the
Company by its corporate and securities  counsel.  Frances Katz Levine serves as
corporate and  securities  counsel to the Company and Scott  Rapfogel  serves as
assistant  corporate and securities  counsel to the Company.  As at May 10, 1999
Ms. Levine and her husband, Robert Levine, were the record and beneficial owners
of approximately  6.1% of the Company's issued and outstanding  common stock and
Scott  Rapfogel  was the  record  and  beneficial  owner of less  than 1% of the
Company's issued and outstanding common stock.


                                       33
<PAGE>

                                 INDEMNIFICATION

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

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


                                       34
<PAGE>

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

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


                                       35
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

      (a)   Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998,  filed  pursuant to Section  15(d) of the  Securities
            Exchange Act of 1934, as amended (the "Exchange Act").

      (b)   Registrant's  quarterly  reports  on  Forms  10-QSB  for the  fiscal
            quarters ended September 30, 1998,  December 31, 1998, and March 31,
            1999,  filed  pursuant to Section  15(d) of the  Exchange  Act,  and
            Registrant's  Current Reports on Form 8-K, dated May 27, 1998 (filed
            with the  Commission  on August 3, 1998),  September 14, 1998 (filed
            with the  Commission on September  18, 1998),  March 17, 1999 (filed
            with the Commission on March 23, 1999),  and May 4, 1999 (filed with
            the Commission on May 18, 1999);

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

Item 4. Description of Securities.

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


                                       36
<PAGE>

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

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

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

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

Item 5. Interest of Named Experts and Counsel.

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


                                       37
<PAGE>

Item 6. Indemnification of Directors and Officers.

      Registrant'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 Registrant  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
Registrant.  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 Registrant's  By-laws provide for  indemnification of the Registrant'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
Registrant,  or of any other  corporation  which  they  serve as a  director  or
officer  at the  request  of the  Registrant,  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.


                                       38
<PAGE>

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

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

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

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

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

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

10.1           Employment  Agreement  dated  as of  February  26,  1999  between
               Registrant and Michael D.A. Ash

10.2           Employment  Agreement  dated July 1, 1997 between  Registrant and
               Alan Crossley(1)

10.3           Employment  Agreement dated December 22, 1996 between  Registrant
               and Frances Katz Levine(2)

10.4           Amendment, dated May 1, 1997, to Employment Agreement of December
               22, 1996, between the Registrant and Frances Katz Levine(3)


                                       39
<PAGE>

10.5           Employment  Agreement  made  as of  July  23,  1998  between  the
               Registrant and Louis Sanzaro (4)

10.6           Employment   Agreement   dated   January  18,  1995  between  the
               Registrant and Terence C. Byrne (5)

10.7           Amendment No. 1 dated May 30, 1996 to Employment  Agreement dated
               January 18, 1995 between the Registrant and Terence C. Byrne (6)

10.8           Employment  Agreement  made  as of  June  22,  1998  between  the
               Registrant and Scott Rapfogel (7)

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

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

(1)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(zz) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1998, which exhibit is incorporated herein by reference.

(2)   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.

(3)   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.

(4)   Filed with the  Securities  and  Exchange  Commission  on July 30, 1998 as
      Exhibit  10.1 to the  Company's  Current  Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

(5)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(rr) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1995, which exhibit is incorporated herein by reference.

(6)   Filed with the Securities and Exchange Commission,  as Exhibit 4.7, to the
      Registration  Statement of the  Registrant on Form S-8  (Registration  No.
      333-5310), which exhibit is incorporated herein by reference.


                                       40
<PAGE>

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

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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


                                       41
<PAGE>

(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.


                                       42
<PAGE>

                                   SIGNATURES

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

                                              THE TIREX CORPORATION

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

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

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

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

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

Majority of the Board of Directors

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

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

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

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


                                       43
<PAGE>

                                INDEX TO EXHIBITS

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

5.1       Opinion of Scott Rapfogel, Esq., regarding the legality
          of the securities being registered under this
          Registration Statement.                                            46

10.1      Employment Agreement dated as of February 26, 1999
          between Registrant and Michael D.A. Ash                            48

10.2      Employment Agreement dated July 1, 1997 between
          Registrant and Alan Crossley(1)

10.3      Employment Agreement dated December 22, 1996 between
          Registrant and Frances Katz Levine(2)

10.4      Amendment, dated May 1, 1997, to Employment Agreement
          of December 22, 1996, between the Registrant and
          Frances Katz Levine(3)

10.5      Employment Agreement made as of July 23, 1998 between
          the Registrant and Louis Sanzaro (4)

10.6      Employment Agreement dated January 18, 1995 between the
          Registrant and Terence C. Byrne (5)

10.7      Amendment No. 1 dated May 30, 1996 to Employment Agreement
          dated January 18, 1995 between the Registrant and
          Terence C. Byrne (6)

10.8      Employment Agreement made as of June 22, 1998 between
          the Registrant and Scott Rapfogel (7)

24.1      Consent of Pinkham & Pinkham, P.C., Certified Public
          Accountants Independent Auditors for the Registrant.               61

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


                                       44

<PAGE>

----------

(1)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(zz) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1998, which exhibit is incorporated herein by reference.

(2)   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.

(3)   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.

(4)   Filed with the  Securities  and  Exchange  Commission  on July 30, 1998 as
      Exhibit  10.1 to the  Company's  Current  Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

(5)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(rr) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1995, which exhibit is incorporated herein by reference.

(6)   Filed with the Securities and Exchange Commission,  as Exhibit 4.7, to the
      Registration  Statement of the  Registrant on Form S-8  (Registration  No.
      333-5310), which exhibit is incorporated herein by reference.

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


                                       45
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 155604}]
{"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": "333-79015", "film-number": "99631793"}, "business-address": {"street1": "740 ST MAURICE STE 201", "city": "MONTREAL QUEBEC", "state": "A8", "zip": "H4R1W4", "phone": "5148780727"}, "former-company": {"former-conformed-name": "TIREX AMERICA INC", "date-changed": "19940715"}}
As  filed  with  the  Securities  and  Exchange   Commission  on  May  21,  1999
                                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

                              EMPLOYMENT AGREEMENTS
                             BETWEEN REGISTRANT AND:
              MICHAEL D.A. ASH, ALAN CROSSLEY, FRANCES KATZ LEVINE,
               LOUIS SANZARO, TERENCE C. BYRNE 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 Offeri    Registration
 to be Registered                    Registered         per Share*            Price*             Fee
---------------------------------------------------------------------------------------------------------
Common Stock, Par Value,            
$.001 Per Share, Issued
Pursuant to Employment
Agreement With
Michael D.A. Ash                       700,000           $.1375              $ 96,250           $29.17
Alan Crossley                          649,576           $.1375              $ 89,317           $27.07
Frances Katz Levine                    874,287           $.1375              $120,214           $36.43
Louis Sanzaro                          874,287           $.1375              $120,214           $36.43
Terence C. Byrne                        91,873           $.1375              $ 12,633           $ 3.83
Scott Rapfogel                         350,000           $.1375              $ 48,125           $14.58
                                     ---------                              ---------           ------
        TOTAL                        3,540,023                               $486,753           $  148
*  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 low
bid and ask  prices  of the  Common  Stock of the  Registrant  as  traded in the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on May 17, 1999.
Cross Reference Sheet Showing Location in Reoffer Prospectus of
       Information Required by Items of Part I of Form S-3 Included Herein
                Under Cover of Form S-8, Pursuant to Rule 404(a)

  Form S-3 Item No. and Heading                      Heading in Prospectus
  -----------------------------                      ---------------------

1.   Forepart of the Registration Statement and
         Outside Front Cover Page of Prospectus..    Outside Front Cover Page

2.   Inside Front and Outside Back Cover
         Pages of Prospectus.....................    AVAILABLE INFORMATION;
                                                     REPORTS TO SHAREHOLDERS;
                                                     INCORPORATION OF CERTAIN
                                                     DOCUMENTS BY REFERENCE;
                                                     TABLE OF CONTENTS

3.   Summary Information, Risk Factors and
         Ratio of Earnings to Fixed Charges          Outside Front Cover Page;
                                                     THE COMPANY; RISK FACTORS

4.   Use of Proceeds..............................   Not Applicable

5.   Determination of Offering Price..............   Outside Front Cover Page; 
                                                     PLAN OF DISTRIBUTION

6.   Dilution.....................................   Not Applicable

7.   Selling Security Holders.....................   SELLING SHAREHOLDERS

8.   Plan of Distribution.........................   Outside Front Cover Page; 
                                                     PLAN OF DISTRIBUTION

9.   Description of Securities to be Registered      DESCRIPTION OF SECURITIES

10.  Interests of Named Experts and Counsel          EXPERTS; LEGAL OPINIONS

11.  Material Changes.............................   Not Applicable

12.  Incorporation of Certain Information
         by Reference.............................   INCORPORATION OF CERTAIN
                                                       DOCUMENTS BY REFERENCE
13.  Disclosure of Commission Position
         on Indemnification For Securities
         Act Liabilities .........................   INDEMNIFICATION

                                       ii
R E O F F E R
P R O S P E C T U S
--------------------------------------------------------------------------------

                                3,540,023 Shares

                                    --------

                              THE TIREX CORPORATION

                                    --------

                                  Common Stock
                                 $.001 Par Value
                           
                                   ----------

      The shares of common stock offered hereby (the "Shares") are being sold by
Michael D.A. Ash, Alan Crossley,  Frances Katz Levine, Louis Sanzaro, Terence C.
Byrne and Scott  Rapfogel  shareholders  and employees of The Tirex  Corporation
(the "Company").  Messrs. Ash, Crossley,  Sanzaro,  Byrne and Rapfogel,  and Ms.
Levine are hereinafter  referred to both singly and collectively as the "Selling
Shareholders". The Company will not receive any of the proceeds from the sale of
the common stock. The common stock is traded in the over-the-counter  market, as
reported  in the  Over-The-Counter  Electronic  Bulletin  Board of the  National
Association of Securities Dealers ("Bulletin  Board"). On May 17, 1999, the high
ask and low bid prices of the Company's  common stock, as quoted on the Bulletin
Board, were $ .15 and $ .125 per share,  respectively.  The Selling Shareholders
propose to offer their Shares for sale in the  over-the-counter  market  through
customary  brokerage  channels at the  then-current  market price.  See "Plan of
Distribution".

                                   ==========

        THIS OFFERING INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" SECTION
                              BEGINNING ON PAGE 10

                                   ----------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ==========

                   The date of this Prospectus is May 21, 1999

                                       1
AVAILABLE INFORMATION

      The Company is subject to the information requirements of Section 15(d) of
the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),  and in accordance
therewith files reports and other  information  with the Securities and Exchange
Commission  (the  "Commission").  Reports  and  other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the Commission at 1100 L Street, N.W. Room 6101, Washington,  D.C.
20005;  26 Federal Plaza,  Room 1100,  New York, New York 10007;  10960 Wilshire
Boulevard,  Suite 1710, Los Angeles,  California  90024;  and 219 South Dearborn
Street, Room 1228,  Chicago,  Illinois 60604; and copies of such material can be
obtained  from the  Public  Reference  Section  of the  Commission  at 500 North
Capital Street,  N.W.,  Washington,  D.C. 20549 at prescribed rates.  

                            REPORTS TO SHAREHOLDERS

      The Company will furnish to its shareholders, upon request, annual reports
containing  audited financial  statements  together with an opinion with respect
thereto by its independent certified public accountants.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company  hereby  incorporates  by  reference  in this  Prospectus  the
Company's  annual report on Form 10-KSB for its fiscal year ended June 30, 1998,
filed  pursuant to Section 15(d) of the Exchange  Act, the  Company's  quarterly
reports on Forms  10-QSB for the  fiscal  quarters  ended  September  30,  1998,
December  31,  1998 and March 31, 1999 filed  pursuant  to Section  15(d) of the
Exchange  Act,  the  Company's  Current  Reports on Form 8-K dated May 27, 1998,
September  14, 1998,  March 17,  1999,  and May 4, 1999 filed on August 3, 1998,
September 18, 1998, March 23, 1999, and May 18, 1999 respectively, and all other
reports,  if any, filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year ended June 30, 1998.

      All reports and definitive proxy or information  statements filed pursuant
to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this  Prospectus  and prior to the  termination of the offering of the Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modified or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

      Any person  receiving a copy of this Prospectus may obtain without charge,
upon request,  a copy of any of the documents  incorporated by reference herein,
except for the  exhibits  to such  documents.  Requests  should be  directed  to
Terence C. Byrne, The Tirex Corporation,  740 St. Maurice,  Suite 201, Montreal,
Quebec Canada, H3C 1L5.

                                       2
TABLE OF CONTENTS
                                                                            Page
                                                                            ----

    Available Information......................................................2

    Reports to Shareholders....................................................2

    Incorporation of Certain Documents
       by Reference............................................................2

    The Company................................................................5

    Risk Factors

       1.  Development Stage Company - No Assurance
             as to Future Profitable Operations...............................10

       2.  Need for Substantial Additional
             Capital..........................................................11

       3.  History of Losses and Accumulated Deficit..........................12

       4.  Going Concern Assumption...........................................12

       5.  No Guarantee of Product
             Acceptance in Market.............................................13

       6.  Dilutive and Other Adverse Effects
             of Presently Outstanding Debentures, Warrants and
             Options..........................................................13

       7.  Additional Dilution from Issuance of Shares for Services...........15

       8.  Possible Depressive Effect on Price of Securities
             of Future Sales of Common Stock..................................16

       9.  Possible Voting Control by Management and Corporate Counsel;
             Possible Depressive Effect on Market Prices......................16

      10.  Proposed Reverse Split;
             Possible Negative Effect on Values of Securities  ...............17

      11.  Dependence on Major Customers......................................18

                                       3
12.  Uncertainty of Product and
             Technology Development:
             Technological Factors............................................19
      13.  International Sales and Operations.................................19

      14.  Protection of Tirex Proprietary
              Technology and Potential Infringement...........................19

      15.   Limited Public Market.............................................20

      16.   Applicability of "Penny Stock Rules"
               to Broker-Dealer Sales of
               Company Common Stock...........................................21

      17.   Management's Lack of Industry Experience..........................22

      18.   Dependence on Key Personnel.......................................22

      19.   Regulatory and Environmental Considerations.......................22

      20.   Technological Changes.............................................24

      21.   Competition.......................................................24

      22.   No Dividends and None Anticipated.................................25

      23.   Possible Adverse Effects of Authorization and
              Issuance of Preferred Stock.....................................25

      24.   Prior Notice Required for Shareholder Actions.....................25

      25.   Adverse Effects of Proposals to be Presented at
              Annual Shareholders Meetings; Anti-Takeover Provisions,
              Limitations on Shareholders Voting Rights and Stock
              Bonuses to Management...........................................25

      Selling Shareholders....................................................29

      Plan of Distribution....................................................32

      Description of Securities...............................................32

      Experts.................................................................33

      Legal Opinions..........................................................33

      Indemnification.........................................................34

                                       4
THE COMPANY

      The  Tirex  Corporation  (hereinafter,   the  "Company"  or  "Tirex")  was
incorporated in Delaware on August 19, 1987 under the name "Concord Enterprises,
Inc." Its name was  changed to  "Stopwatch  Inc." on June 20, 1989 and to "Tirex
America  Inc." on March 10, 1993.  On July 11, 1997,  in order to encompass  the
current and projected international scope of its operations,  the Company's name
was changed to "The Tirex  Corporation".  The Company,  directly and through its
Canadian  subsidiaries,  The Tirex Corporation Canada Inc. and Tirex Canada R&D,
Inc.  (which,  until June 3, 1998,  was known and did business as "Tirex  Canada
Inc."), is engaged in the early stages of two business segments,  consisting of:
(i)   manufacturing,   selling,   and  leasing  its  patented   cryogenic   tire
disintegration  plant (the "TCS-1 Plant"),  which it has designed and developed;
and (ii) operating a TCS-1 Plant and manufacturing molded rubber products out of
the recycled  rubber crumb produced  thereby.  The Company's long range business
plan in this segment  encompasses owning and operating,  directly or indirectly,
on exclusive or joint venture bases, several product  manufacturing plants which
utilize  TCS-1  Plants  in  their  operations.  The  Company's  initial  product
manufacturing  operations in this latter segment are being conducted pursuant to
an  agreement  (the   "IM2/Tirex   Agreement")   with  IM2   Merchandising   and
Manufacturing, Inc. ("IM2"), in Quebec. Pursuant to the IM2/Tirex Agreement, the
Company  acts as IM2's  exclusive  supplier of rubber  welcome  mats and related
products molded out of rubber crumb.

      On June 1, 1998, the Company formed a wholly-owned  subsidiary,  The Tirex
Corporation  Canada Inc.  ("TCCI") and on June 3, 1998,  the  corporate  name of
3143619  Canada Inc.  (aka Tirex  Canada Inc.) was changed to Tirex Canada R & D
Inc.  (hereinafter  referred to as "Tirex R&D").  These changes were effected in
connection  with the  transfer  all  business  activities,  except  those  which
constitute research and development  activities  exclusively,  from Tirex R&D to
TCCI. On April 22, 1998,  the Company also formed  another wholly owned Canadian
subsidiary,  Tirex Advanced  Products Quebec,  Inc. This subsidiary is presently
dormant,  however,  the Company may, in the future,  transact  finished  product
manufacturing  activities through this corporation.  In addition,  in connection
with the merger with RPM  Incorporated,  discussed  below,  the Company formed a
wholly owned  subsidiary  under the laws of the State of  Delaware,  named Tirex
Acquisition  Corp.  This  corporation  is currently  dormant and, as at the date
hereof,  the  Company  has no plans to  activate  it.  The  Company's  principal
executive offices are located at 740 St. Maurice,  Suite 201,  Montreal,  Quebec
H3C 1L5, Canada, its telephone number is (514) 878-0727 and its Internet address
is tirexcorp@aol.com.

Material Financing Activities

The Type A Private Placement

      Between  November 5, 1997 and May 11,  1998,  the Company  offered to sell
(the "Type A Private  Placement")  through H.J. Meyers & Co., Inc., as placement
agent  (the  "Placement  Agent"),  28 Units,  (the "Type A Units") at a price of
$25,000  per  Unit,   each  Type  A  Unit  consisting  of  one  10%  Convertible
Subordinated  Debenture  in  the  principal  amount  of  $25,000  (the  "Type  A
Debentures")  and 100,000  warrants  (the "Type A Warrants")  to purchase a like
number  of  shares  of the  Common  Stock of the  Company  (the  "Type A Warrant
Shares").  The Type A Private  Placement  was  terminated by the Company and the
Placement Agent on May 11,

                                       5
1998  following  the  sale on  April  9,  1998  of  twenty  Type A Units  to two
purchasers,  yielding  gross  proceeds of $500,000  and net proceeds of $433,500
after  payment of the  Placement  Agent's  $10%  commission,  3%  nonaccountable
expense  allowance,  and an escrow  agent's  fee of  $1,500.  The Type A Private
Placement was effected in reliance upon the  availability  of an exemption  from
the  registration  provisions of the Securities Act by virtue of compliance with
the  provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation
D thereof  ("Rule  506").  The Type A Units were  offered  and sold to a limited
number of sophisticated investors who understood and are economically capable of
accepting  the risks  associated  with a speculative  investment,  including the
complete loss of such investment,  and who are "Accredited Investors" within the
meaning prescribed by Regulation D and Rule 501 of the Securities Act.

      The 2,000,000  outstanding  Type A Warrants are  exercisable at a price of
$.001 per share. At any time until they are repaid,  the principal amount of the
Type A Debentures and all interest due thereon is convertible  into common stock
at a  conversion  ratio equal to 63% of the  closing bid price of the  Company's
common stock, as traded in the over-the-counter ("OTC") market and quoted in the
OTC  Electronic  Bulletin  Board of the NASD,  on the trading  date  immediately
preceding the Company's  receipt of a notice of conversion  from a holder of the
Type A Debentures. Unless the Company's Registration Statement on Form SB-2 (SEC
File  No.  333-  53255)  is  declared  effective  prior to June  11,  1999,  the
conversion  rate will  decrease on a monthly  basis at a rate of 1.5% per month,
until such date, when it will stabilize at 61.5% of the Market Price.  (See "The
Company - Registration  Statement").  There is no minimum  conversion price. The
Type A  Debentures,  as amended,  are due and payable on December  31, 1999 (the
"Maturity  Date") and are  redeemable  upon the  request of a holder at any time
after the Maturity Date at 125% of the principal amount plus all accrued, unpaid
interest on the principal  amount. As of April 23, 1999, an aggregate of $40,000
of the  principal  amount of the Type A Debentures  has been  converted  into an
aggregate of 594,012 shares of common stock.

      As of April 23, 1999, the resale of the 2,000,000 shares issuable pursuant
to the  exercise  of the Type A Warrants  and the resale of the shares  issuable
pursuant to the conversion of an aggregate  principal  amount of $460,000 of the
Type A  Debentures  were  intended to be  registered  by way of inclusion in the
Company's  Registration  Statement  on Form SB-2,  which has yet to be  declared
effective.  Following the effective date of the  Registration  Statement on Form
SB-2 or upon the availability of an exemption from the  registration  provisions
of the  Securities  Act of 1933, as amended,  the shares  underlying  the Type A
Warrants and Type A  Debentures,  to the extent that they are acquired  from the
Company, may be offered and resold by the holders thereof, from time to time, as
market  conditions  permit in transactions in the  over-the-counter  market,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices.

Merger with RPM Incorporated and The Type B Private Placement

      On January 7, 1998, The Company issued a total of 3,305,000  shares of its
common stock to thirty-six  persons,  none of whom had any affiliation  with the
Company.  These issuances were made pursuant to the terms of a merger  agreement
by  and  among  the  Company,  the  Company's   wholly-owned   subsidiary  Tirex
Acquisition Corp. ("TAC"), and RPM Incorporated ("RPM") respecting the merger of
RPM with and into TAC (the "RPM Merger"). The RPM Merger Agreement was effective
on January 7, 1998, concurrent with the closing of a private placement

                                       6
of RPM's securities (the "RPM Private  Placement"),  in which RPM had offered to
sell, on a best efforts 30 Units-or-none basis, up to 85 units of its securities
(the  "RPM  Units"),  each  such  RPM  Unit  consisting  of one 10%  Convertible
Subordinated Debenture in the principal amount of $10,000 (the "RPM Debentures")
and 10,000  shares of the Common  Stock of RPM.  The closing took place upon the
sale of 30.5 RPM Units.  All of the net proceeds from the RPM Private  Placement
($276,085)  remained in RPM when it was merged into TAC, which was the surviving
entity.  Such  proceeds  thereby  inured  to  the  benefit  of the  Company.  In
effectuation of the RPM Merger, the Company:

         (i)      exchanged one share of its common stock ("Merger  Shares") for
                  every issued and outstanding  share of RPM common stock (which
                  included 305,000 shares sold in the RPM Private  Placement and
                  3,000,000  shares which had been issued and outstanding  prior
                  to the commencement of the RPM Merger); and

         (ii)     assumed  RPM's  liabilities  and  obligations  under  30.5 RPM
                  Debentures in the aggregate principal amount of $305,000 which
                  RPM had theretofore sold in the RPM Private Placement;

           After the Merger, the Company commenced the "Type B Private
Placement",  in which it offered and sold the same type of  securities,  as were
sold in the RPM Private  Placements,  i.e., the securities offered in the Type B
Private  Placement  consisted of "Type B Units" each consisting of 10,000 shares
of the Company's common stock and one convertible  Subordinated Debenture of the
Company in the principal amount of $10,000 (the "Type B Debenture").  The number
of Type B Units  offered  (54.5) was equal to the number of RPM Units  remaining
unsold as at the time of the Merger.

         Prior to the Merger,  RPM and Tirex were completely  separate entities.
However, the RPM Private Placement, the merger, the exchange of RPM common stock
for Tirex Common Stock,  and the  subsequent  Type B Private  Placement by Tirex
were at all times  contemplated as interdependent  transactions and described in
the RPM Private Placement Memorandum as such. Thus the contemplated  post-merger
Type B Private  Placement was viewed as being a "continuance" of the RPM Private
Placement.  The Type B Private Placement differed from the RPM Private Placement
only insofar as: (i) in the RPM Private  Placement,  RPM offered and sold shares
of RPM common  stock,  which were to be exchanged  for Tirex Common Stock in the
Merger,  while in the post-merger Type B Private Placement,  the Company offered
and sold shares of Tirex Common  Stock;  and (ii) in the RPM Private  Placement,
RPM  offered and sold RPM  debentures,  which were to be assumed by Tirex in the
Merger,  while in the Type B Private  Placement,  the  Company  offered and sold
Tirex  Type B  Debentures.  Except for the  above,  the terms of the  securities
included in the Type B Units were identical to those included in the RPM Units

      Between  January 23,  1998 and May 11,  1998,  the Company  sold 23 Type B
Units,  consisting  in the  aggregate of 230,000  shares of its common stock and
twenty-three  10%  convertible  Debentures,  each  in the  principal  amount  of
$10,000, to 21 private investors, who had no affiliation with the Company.

      All of the  Type B  Debentures  and the RPM  Debentures,  which  had  been
assumed by the Company  (referred to  collectively,  hereinafter  as the "Type B
Debentures"),  provide  for:  (i) the  registration  of the shares  (the "Type B
Conversion Shares") issuable upon the conversion of the

                                       7
Type B  Debentures;  and  (ii)  restrictions  on  the  transfer  of  the  Type B
Conversion Shares until the first to occur of: (a) six months from the effective
date  of the  Registration  Statement,  or (b) one  year  from  the  date of the
issuance of the Type B Debenture.  The Type B Debentures  are  convertible  at a
ratio of one share for every $0.20 of the principal amount of the Debenture plus
interest  earned  thereon from the date of issuance.1  The Type B Debentures are
redeemable by the Company,  at the option of the holder  thereof,  at face value
plus all earned interest from the date of issuance on the first to occur of: (i)
two years from the issue  date or (ii) the  completion  and  closing of a public
offering of its securities by the Company.

      The resales of shares of the Company's  common stock issuable  pursuant to
the  conversion of the Type B Debentures,  other than the  Previously  Converted
Shares,  are being registered by way of inclusion in the Registration  Statement
on Form SB-2.

Pre-Placement RPM Shares

      3,000,000 shares (the  "Pre-Placement RPM Shares") of the 3,305,000 shares
of RPM Common Stock for which the Company issued Merger Shares,  constituted all
of the shares of RPM Common Stock which were issued and outstanding prior to the
commencement  of the RPM Private  Placement.  These  shares were  exchanged  for
3,000,000 Merger Shares in  consideration of RPM's waiver of certain  consulting
fees in the amount of $4,000  per month,  accrued  prior and  subsequent  to the
Merger pursuant to the terms of a certain five-year consulting agreement,  dated
June 9, 1997,  among RPM,  the  Company,  and Dr.  Eugene  Stricker and Mr. Mark
Schindler who were, prior to the Merger, RPM's principal shareholders, officers,
and directors (the "RPM Consulting  Agreement").  Pursuant to the RPM Consulting
Agreement,  Dr.  Stricker and Mr.  Schindler  rendered,  and continue to render,
consulting  services to the Company  concerning  matters in connection  with the
operation of the business, equipment financing, corporate acquisitions,  mergers
and other  business  combinations,  as well as management,  corporate  planning,
marketing,  organization and related  matters.  None of the RPM Shareholders had
any  affiliation  of any kind  with the  Company  prior to or after  the  Merger
(except  insofar as they have become  shareholders of the Company as a result of
the said Merger).  Based upon  information  provided by the recipients  (the RPM
Shareholders")  of the above  described  3,305,000  shares  of Common  Stock and
advice  from  the  principals  of RPM and the  opinion  of  RPM's  counsel,  all
3,000,000 of the  Pre-Placement RPM Shares were acquired by the RPM Shareholders
prior to March 31, 1997; all of the RPM Shareholders are "accredited  investors"
as that term is defined in Rule 501(a) of the  Securities  Act; all 3,305,000 of
the shares of RPM common stock (including the  Pre-Placement  RPM Shares as well
as the RPM Shares sold in the RPM Private  Placement)  which were  exchanged for
Merger  Shares  were  acquired  in  transactions  which  were  exempt  from  the
registration  requirements  of Section 5 of the Securities  Act available  under
Rule 506 of Regulation D thereof, which would not be integrated, as such term is
defined in Section  502(a) of  Regulation D under the  Securities  Act, with the
distribution of the Merger Shares to

----------

      1     As of April 23, 1999,  (i) the holder of two Type B  Debentures,  in
            the  aggregate  principal  amount of $100,000  converted  all of the
            principal plus the $12,247 in interest due on such Type B Debentures
            through the date of conversion  into 561,235 shares of common stock;
            and (ii) the holder of one Type B Debenture in the principal  amount
            of $5,000 converted all of the principal,  but none of the interest,
            due on such Type B  Debenture  into  25,000  shares of common  stock
            (collectively the "Previously Converted Shares").

                                       8
the RPM Shareholders,  so as to render unavailable,  for such distribution,  the
exemption from the registration  provisions of the Securities Act under Rule 506
of Regulation D.

      Sales made in the RPM Private  Placement and the Type B Private  Placement
and the exchange of shares in the Merger were effected in  compliance  with Rule
506 to a limited  number of  sophisticated  investors  who  understood  and were
economically  capable  of  accepting  the risks  associated  with a  speculative
investment,  including  the  complete  loss of  such  investment,  and who  were
"Accredited  Investors"  within the meaning  prescribed by Regulation D and Rule
501 of the Securities Act.

The Type C Private Placement

      On May 11, 1998,  the Company  completed a private  placement (the "Type C
Private Placement") made directly by the Company, with all offers and sales made
by officers of the Company,  of a total of  11,760,000  shares of the  Company's
Common  Stock  (the  "Type C  Shares")  at a price of $.10 per  share,  yielding
proceeds of $1,176,000,  without deducting nominal incidental  expenses incurred
in  connection  with the  offering.  As was the case  with the Type A and Type B
Private Placements, the Type C Private Placement was effected in compliance with
Rule 506 and the Type C Shares were offered and sold only to a limited number of
sophisticated   investors  who  understood  and  were  economically  capable  of
accepting  the risks  associated  with a speculative  investment,  including the
complete loss of such investment, and who were "Accredited Investors" within the
meaning prescribed by Regulation D and Rule 501 of the Securities Act.

      The  11,760,000  Type C Shares  which were sold are being  registered  for
re-sale to the public by the holders  thereof by way of their  inclusion  in the
Registration Statement on Form SB- 2.

Registration Statement

      On May 21, 1998, the Company filed a  Registration  Statement on Form SB-2
(Registration  No. 333-53255) with the Securities and Exchange  Commission,  for
the registration of the resale of certain  presently  outstanding  shares of the
Company's  common stock and an  undetermined  number of shares issuable upon the
conversion or exercise of certain presently outstanding debentures, options, and
warrants.  None of the shares included in the  Registration  Statement are being
offered for sale by the Company and the Company  will  receive no proceeds  from
the resales of any of the shares included therein.

      As of April 23, 1999, the shares of common stock to be registered pursuant
to the  Registration  Statement on Form SB-2 include:  (i) 11,952,857  presently
outstanding  shares of the Company's  common stock which are being offered by 58
selling  shareholders  including  11,760,000  shares issued to 57 persons in the
Type C Private  Placement  described under "Material  Financing  Activities" and
192,857 shares issued in November 1998 to one individual; (ii) shares underlying
an option  issued to CG Tire Inc.  ("CGT") on April 24, 1997,  for the purchase,
prior to April 23,  2000,  of the number of shares which would  constitute  upon
their issuance,  on a fully diluted basis, up to ten percent (10%) of the issued
and outstanding common

                                       9
stock of the Company at an exercise  price equal to fifty  percent  (50%) of the
average of the final bid and ask prices for the  Company's  common  stock during
the ten business days  preceding the date of exercise;  (iii)  2,000,000  shares
issuable  upon the exercise of the Type A Warrants  issued in the Type A Private
Placement described under "Material Financing Activities"; (iv) 2,000,000 shares
issuable  upon the  exercise of  currently  outstanding  common  stock  purchase
warrants (the "SCT Warrants") to purchase 666,666 shares of the Company's common
stock at an exercise  price of $.25 per share,  666,666  shares of the Company's
common stock at an exercise  price of $.40 per share,  and 666,666  shares at an
exercise  price of $.50 per share;  (iv) shares  issuable upon the conversion of
the Type A Debentures,  issued in the Type A Private  Placement  described under
"Material Financing  Activities",  in the aggregate principal amount of $460,000
at a  conversion  rate equal to a maximum of 64.5% and a minimum of 61.5% of the
closing bid price of the Company's  common stock on the trading date immediately
prior to the date upon which the Company  receives a notice of  conversion  (see
the discussion, above, in this section, under the subcaption "The Type A Private
Placement";  and (v) 2,150,000 shares issuable upon the conversion of the Type B
Debentures,  issued under the Type B Private Placement described under "Material
Financing  Activities" in the aggregate  principal  amount of $430,000.  (At the
option of the holders of the Type A and Type B Debentures,  all unpaid  interest
accrued on the Debentures, through the date of conversion, may also be converted
into shares of the Company's common stock).

The Company is presently  preparing  to file an  amendment to such  Registration
Statement and expects to do so as promptly as practicable.

                                  RISK FACTORS

      The Shares  offered  hereby are  speculative  and involve a high degree of
risk. The Shares should not be purchased by investors who cannot afford the loss
of their entire investment.  Prospective investors should carefully consider all
of the  information  contained in this  Prospectus  before  deciding  whether to
purchase Shares and, in particular, the factors set forth below.

      Information   contained  in  this  Prospectus  contains   "forward-looking
statements"  which can be identified by the use of  forward-looking  terminology
such as "believes",  "expects", "may", "should" or "anticipates" or the negative
thereof or other variations thereon or comparable  terminology or by discussions
of strategy.  No assurance can be given that the future  results  covered by the
forward-looking statements will be achieved. The following Risk Factors include,
among   other   things,   cautionary   statements   with   respect   to  certain
forward-looking   statements,   including   statements   of  certain  risks  and
uncertainties that could cause actual results to vary materially from the future
results referred to in such forward-looking statements.

      1.  Development  Stage  Company:  No  Assurance  as to  Future  Profitable
Operations.  Because it is in the  development  stage and has had no significant
operations  to date,  the Company  cannot  predict with any certainty the future
success or failure of its operations.  The Company's business, is subject to all
of the risks  inherent in the  establishment  of new  businesses and there is no
assurance that the Company will generate net income or  successfully  expand its
operations

                                       10
in the future. Moreover, as a new enterprise,  it is likely to remain subject to
risks and occurrences  which  management is unable to predict with any degree of
certainty,  and for which it is unable to fully  prepare.  The likelihood of the
success of the Company must be considered  in light of the  problems,  expenses,
difficulties, complications and delays frequently encountered in connection with
the  formation of a new business and the  competitive  environment  in which the
Company will operate.  Because of the Company's very limited  business  history,
there is little  evidence for  investors to analyze in order to make an informed
judgment as to the merits of an investment in the Company.  Any such  investment
should therefore be considered a high risk investment in an unseasoned  start-up
company with the possibility of the loss of the entire investment.

      2. Need For  Substantial  Additional  Capital.  The Company  has  recently
completed the  development of the TCS-1 Plant.  It has sold certain parts of the
first of such Plants  (while  retaining  ownership of other parts and  operating
rights  over the entire  Plant).  The  Company has also  entered  into  sublease
arrangements for the parts of the Plant which it sold. We have taken orders and,
in some  cases,  received  refundable  deposits on such  orders,  for a total of
another fourteen Plants. The Company has not yet begun commercial manufacture of
TCS-1 Plants for sale because  none of the persons,  who have placed  orders for
such Plants, have yet obtained the required financing to effect their purchases.
Operations in our second business  segment,  which involves  operating the first
complete  TCS-1 Plant and  manufacturing  molded rubber  welcome mats out of the
recycled  rubber crumb derived  therefrom,  commenced in March of 1999 and as at
the end of April had  yielded  only  limited  revenues.  Therefore  the  Company
remains in need of substantial  financing from sources other than  operations in
order to cover its overhead,  complete the  establishment  of its rubber molding
plant and maintain and expand its operations. To date, we have been able to meet
our outside financing requirements, as described below.

      During  the  period  between  January  7, and May 11,  1998,  the  Company
completed and closed certain  financing  activities which yielded  aggregate net
proceeds  to the  Company in the  amount of  $2,063,795  (see Risk  Factor No. 6
"Dilutive  and  Other  Adverse  Effects  of  Presently  Outstanding  Debentures,
Warrants,  and Options").  From July 1, 1998 through March 31, 1999, the Company
has also received  approximately  $1,506,000  from various other sources  (other
than operations)  including:  (i) sale and lease back financing on inventory and
equipment  owned by the Company;  (ii)  Canadian  research and  development  tax
credit refunds; (iii) loans from officers and directors;  (iv) refunds of all of
the 15% sales tax paid by the Company on all goods,  and  services  purchased in
connection  with the Company's  manufacturing  activities.  The  foregoing  have
provided  adequate  funding to accomplish  the  following:  (i) cover all of the
Company's  costs related to the first  production  model of the TCS-1 Plant (the
"Production Model"), including previously unanticipated modifications identified
during testing; (ii) proceed with renovations of the Company's new manufacturing
and  assembly  facility  which  have  brought it into full  compliance  with all
applicable  provincial  and  municipal  regulations  except for the purchase and
installation of a sprinkler  system which will cost  approximately  $100,000 and
for  which  the  Company  expects  to be able to  obtain  sale  and  lease  back
financing; (iii) cover the Company's overhead costs and expenses; and (iv) cover
the initial costs of  establishing  and  commencing  operations in the Company's
second  business  segment  involving  the  operation  of a TCS-1  Plant  and the
production of molded rubber products,  including capital  investments in molding
and flocking equipment.

      The  Company  expects  that  these same  funding  sources,  together  with
anticipated cash flow from rubber mat molding operations,  which were started in
April 1999, vendor financing, and

                                       11
conventional  asset based debt financing against  receivables and inventory will
continue to provide sufficient capital to cover overhead and maintain and expand
molding  operations.  The Company is also ready to begin full scale,  commercial
manufacture  of TCS-1 Plants.  Its present plans do not require that the Company
obtain  any  outside  financing  to do so,  but  instead  require  only  partial
prepayments from the purchasers of such Plants. The Company will not manufacture
any TCS-1 Plants for  purchasers  unless and until it receives  the  prepayments
necessary to fund such manufacture. Therefore, any failure or delay, on the part
of the  persons who have placed  orders  with the Company for TCS-1  Plants,  to
obtain  the  required  financing  to effect  such  purchases,  will be  directly
reflected in a commensurate  delay or failure,  on the Company's  part, to begin
TCS-1 Plant manufacturing operations.

      Absent  adequate  revenues from  operations  during the phase-in period of
commercial operations,  the Company will remain dependent on the outside sources
described above to meet its  requirements and to continue  operating.  While the
Company  believes  it will be  successful  in  continuing  to obtain  sufficient
financing  from such sources,  there can be no assurance with any certainty that
this will,  in fact,  be the case and the failure to do so would have a material
adverse  effect on the Company's  ability to continue to operate.  The Company's
more long term future capital  requirements  will depend upon numerous  factors,
including  the amount of revenues  generated  from  operations,  the cost of the
Company's  sales and  marketing  activities  and the  progress of the  Company's
research  and  development  activities,  none of  which  can be  predicted  with
certainty.  Receipt of any  projected  revenues is entirely  dependent  upon the
TCS-1's  continuing to meet performance  standards under  long-term,  commercial
operating  conditions,  the Company's  ability to  successfully  market finished
products  made from  recycled  rubber  crumb  (including  but not limited to the
welcome  mats we are  presently  producing),  and  the  ability  of  prospective
purchasers  of TCS-1  Plants  to obtain  financing  to  effect  their  projected
purchases.

      While  management  does not believe that it will be the case,  prospective
investors in the Company should note that if all of the above described internal
and external  sources for financing  should fail to be  sufficient,  the Company
could be required to reduce its operations,  seek an acquisition partner or sell
securities on terms that may be highly dilutive or otherwise disadvantageous.

      3. History of Losses and Accumulated  Deficit. The Company has experienced
operating  losses in each fiscal period since its  formation in 1987,  including
the period since the 1993 inception of its tire  recycling  business plan. As at
June 30,  1998,  the Company had a deficit  accumulated  since  formation in the
aggregate approximate amount of $10,051,483,  approximately  $8,994,127 of which
was accumulated since the 1993 inception of the Company's present business plan.
The Company expects to incur  additional  operating  losses through at least the
end of the fiscal year ending June 30, 1999 and possibly thereafter (see, above,
Risk  Factor  No. 1  "Development  Stage  Company:  No  Assurance  as to  Future
Profitable  Operations").   Since  its  inception,  the  Company  has  generated
extremely limited revenues from operations.

      4. Going Concern Assumption. The Company's independent auditors' report on
the Company's  financial  statements for the years ended June 30, 1997 and 1998,
contains an explanatory  paragraph  indicating that: (i) the Company is still in
the  development  stage;  (ii) it  cannot  be  determined  at this time that the
Company's  tire  disintegration  technology  will be  developed  to a productive
stage; and (iii) the Company's uncertainty as to its productivity and

                                       12
its  ability to raise  sufficient  capital  raise  substantial  doubt  about its
ability  to  continue  as a going  concern.  In  addition,  the  Company  had an
accumulated deficit of $10,051,483 as at June 30, 1998. The Company will require
substantial  additional funds in the future,  and there can be no assurance that
any independent  auditors' report on the Company's  future financial  statements
will not  include a similar  explanatory  paragraph  if the Company is unable to
raise sufficient funds or generate  sufficient cash from operations to cover the
cost  of  its  operations.  The  existence  of  the  explanatory  paragraph  may
materially   adversely  affect  the  Company's   relationship  with  prospective
customers and suppliers,  and therefore could have a material  adverse effect on
the Company's business, financial condition and results of operations.

      5. No  Guarantee of Product  Acceptance  in Market.  The first  production
model of the TCS-1 Plant was completed in May of 1998 and, since March 1999, the
Company has been  operating it on a commercial  basis.  Because of its extremely
limited operating  history,  there can be no assurance that the TCS-1 Plant will
be  accepted  in the market for tire  disintegration  equipment.  Moreover,  the
Company's  market  research  has focused on the  potential  demand for the TCS-1
Plant, and the rubber crumb it is designed to produce, to the exclusion of other
types of tire disintegration equipment. While the Company has received orders on
approximately  fourteen TCS-1 Plants,  to date, none of its potential  customers
have obtained financing to effect purchases  pursuant to such orders.  While the
Company  believes that all orders included in its backlog may eventually  result
in purchases, it is not able to estimate with any assurance the potential demand
for  the  TCS-1  Plant.  There  can  be  no  assurance  that  sufficient  market
penetration  can be achieved so that  projected  production  levels of the TCS-1
Plant will be absorbed by the market.

      6. Dilutive and Other Adverse Effects of Presently Outstanding Debentures,
Warrants,  and Options. As of April 22, 1999, there were outstanding options and
warrants  pursuant to which the Company is  obligated to sell common  stock,  as
follows:

      (a)   2,000,000 common stock purchase  warrants (the "Type A Warrants") to
            purchase a like number of shares of the Company's common stock at an
            exercise price of $.001 per share, the resale of all of which shares
            are included in the  Company's  Registration  Statement on Form SB-2
            (see "The Company - Registration Statement").

      (b)   10% convertible Type A Debentures in the aggregate  principal amount
            of $460,000, with principal and interest convertible, in whole or in
            part,  into shares of the  Company's  common  stock at a  conversion
            ratio equal to a percentage  ranging  between 64.5% and 61.5% of the
            closing bid price of the Company's  common stock on the trading date
            immediately  preceding the date of the Company's receipt of a notice
            of conversion  from a holder of the Type A Debentures.  Accordingly,
            if, on April 26, 1999, all of the principal amount,  but none of the
            interest,  due on the  Type A  Debentures  had been  converted  into
            common  stock (based on the closing bid price of the common stock as
            at April 23,  1999),  a total of  7,131,783  shares of common  stock
            would have been issued in respect of such conversion.  The resale of
            all of these  shares  are  included  in the  Company's  Registration
            Statement on Form SB-2 (see "The Company -

                                       13
Registration Statement"). To the extent that the interest portion of
            the Debenture is not converted, all accrued interest will be payable
            in cash.

      (c)   10% convertible Type B Debentures in the aggregate  principal amount
            of $430,000, with principal and interest convertible, in whole or in
            part,  into shares of the  Company's  common  stock at a  conversion
            ratio of one share for every $.20 of  principal  amount and interest
            earned thereon from the date of issuance. If the principal amount of
            all of the Type B Debentures,  but not the interest, were converted,
            the aggregate  number of shares  issuable  would be  2,150,000,  the
            resale  of  all  which   shares  are   included  in  the   Company's
            Registration Statement on Form SB-2 (see "The Company - Registration
            Statement").  To the extent that the interest  portion of the Type B
            Debenture is not converted,  all accrued interest will be payable in
            cash.

      (d)   an option to purchase  235,294 shares,  held by Lenford  Robins,  an
            unaffiliated  consultant,  exercisable at a price of $.17 per share.
            Mr. Robins is an expert in all types of equipment  financing through
            sale and leaseback  arrangements,  and otherwise,  and has provided,
            and  continues to provide,  consulting  services to the Company with
            respect to locating,  structuring,  and arranging such financing for
            purchasers and potential purchasers of TCS-1 Plants. From the Summer
            of 1996 through the Spring of 1997, Mr. Robins provided  substantial
            consulting  services in connection with sale and leaseback financing
            for Ocean's Tire Recycling & Processing Co., Inc. ("Oceans Tire").

      (e)   options to  purchase,  on or before June 30,  1999,  an aggregate of
            250,000  shares,  at an exercise price of $.28 per share.  The above
            described options are held among three individuals, including Sharon
            Sanzaro (the spouse of Louis Sanzaro, an officer and director of the
            Company),  who hold  such  options  as  designees  or  assignees  of
            Ocean/Venture III, Inc., a company controlled by Mr. Sanzaro.  These
            options  were  granted  in   consideration   of  the   agreement  of
            Ocean/Venture  III,  Inc.  given  on June  30,  1996 to  extend  the
            maturity  date of certain  indebtedness  which the  Company  owed to
            Ocean/Venture III, Inc. for a period of 120 days from such date.

      (f)   an option,  held by a director of the  Company,  to purchase  20,000
            shares of  convertible  preferred  stock at a price of $10 per share
            (the "Preferred Option"). If purchased, such preferred stock will be
            convertible   into  shares  of  the  Company's  common  stock  at  a
            conversion  ratio  equal to the  number of  shares  of common  stock
            purchasable  for the purchase price of each preferred share ($10) at
            30% of the average market price of the Company's common stock during
            the five trading days  immediately  prior to the date of  conversion
            provided,  however,  that  should the total  number of shares of the
            Preferred  Stock which can be purchased  pursuant to the Option,  be
            convertible  into fewer than two million  (2,000,000)  shares of the
            Company's  Common  Stock,  the number of shares of  Preferred  Stock
            purchasable  under the Option,  at the exercise price of ten dollars
            per preferred

                                       14
share,  will  be  increased  to such  number  as is  convertible  to
            2,000,000.  If the shares of  convertible  preferred  stock had been
            converted into shares of the Company's  common stock as at April 26,
            1999, a total of 5,333,333  shares would have been issued in respect
            of such conversion.

      (g)   the CGT  Option to  purchase  a number of shares  equal,  on a fully
            diluted  basis,  to 10% of the total issued and  outstanding  common
            stock of the Company, at an exercise price equal to $.1195 per share
            with respect to 969,365 shares and at an exercise price with respect
            to the  balance of the shares  equal to fifty  percent  (50%) of the
            average of the final bid and ask  prices of the common  stock of the
            Company, as quoted in the OTC Bulletin Board during the ten business
            days  preceding  the exercise  date.  If all of the other  presently
            outstanding  debentures,  options,  and warrants were exercised,  as
            described  above,  the total number of shares of common stock of the
            Company issued and outstanding  would be  106,296,410,  prior to the
            exercise  of the CGT  Option,  in which  case,  the number of shares
            subject to the CGT Option would be 11,810,712,  the resale of all of
            which shares are included in the Company's Registration Statement on
            Form SB-2 (see "The Company - Registration Statement").

      (h)   2,000,000  common stock  purchase  warrants (the "SCT  Warrants") to
            purchase a like number of shares of the Company's common stock at an
            exercise price of $.25 per share for the first 666,666 shares,  $.40
            per share for the second 666,666  shares,  and at $.50 per share for
            the remaining 666,666 shares.  The resale of all of these shares are
            included in the Company's  Registration Statement on Form SB- 2 (see
            "The Company - Registration Statement").

      The  holders  of  the  convertible  debentures,   the  warrants,  and  the
outstanding  options  have an  opportunity  to profit  from a rise in the market
price of the common stock, if such rise should occur, with a resulting  dilution
in the interests of the other  shareholders.  Moreover,  if the above  described
debentures,  warrants, and options (the "Convertible  Securities") are converted
or  exercised,  most of the shares of common stock issued upon such  exercise or
conversion (the  "Underlying  Shares") will be available for immediate sale into
the  public   market,   commencing  on  the  effective  date  of  the  Company's
Registration  Statement  for Form  SB-2.  The sale or  availability  for sale of
substantial  amounts of common stock in the public market could adversely affect
the prevailing  market price of the Company's  common stock and could impair the
Company's  ability to raise  additional  capital  through the sale of its equity
securities. In addition, even if the Convertible Securities are not converted or
exercised, the terms on which the Company may obtain additional financing may be
adversely affected by the existence of such securities. For example, the holders
of the Convertible  Securities could convert or exercise them at a time when the
Company is attempting  to obtain  additional  capital  through a new offering of
securities  which have terms more favorable (to the Company) than those provided
by the then outstanding Convertible Securities.

      7. Additional Dilution from Issuance of Shares for Services.  To date, the
Company has had very limited revenues from operations.  Accordingly, the bulk of
its cash  assets  have  been,  and may  continue  to be,  utilized  to cover the
expenses associated with the development of its business and products. Given the
foregoing, the Company regularly pays certain of its financial

                                       15
obligations by issuing restricted shares of its common stock, at a discount,  in
lieu of cash. The discounts at which such shares were issued was generally,  but
not always,  set at 50% of the average  market price of the stock,  as traded in
the over-the-counter market and quoted in the OTC Bulletin Board. Such discounts
were  either  negotiated  at  arms  length  with  third  parties  or  determined
arbitrarily  by the  Company,  in which cases they bore no  relationship  to the
Company's  assets,  earnings,  book value or other such criteria of value.  Such
issuances  have,  and may continue  to,  result in  substantial  dilution to the
Company's existing shareholders.

      From  January of 1995  through  April 22,  1999,  the Company has issued a
total of 39,129,410 shares,  constituting  approximately 44.8% of the issued and
outstanding  shares of the  Company  in lieu of cash  compensation  and  expense
reimbursement due under employment and consulting  agreements with its executive
officers, employees, and corporate counsel and in additional compensation by way
of directors  shares and stock  bonuses.  In addition,  during that period,  the
Company  issued  13,410,946  shares,  constituting  approximately  15.38% of the
issued  and   outstanding   common  stock  of  the  Company  to  affiliated  and
non-affiliated consultants and subcontractors for consulting services of various
types.  For as long as the Company has  insufficient  cash resources to meet its
obligations to its officers,  counsel, and outside vendors, the Company will, to
the extent possible,  continue to issue shares of its common stock at negotiated
or  arbitrary  discounts.  In  addition,  the  Company  intends to submit to its
shareholders, proposals to adopt three stock option plans for the benefit of its
employees  (See Risk Factor No. 9 "Possible  Voting  Control by  Management  and
Corporate  Counsel"  and Risk Factor No. 27 "Adverse  Effects of Proposals to Be
Presented at Annual Shareholders Meeting: Anti-Takeover Provisions,  Limitations
on Shareholders Voting Rights, and Stock Bonuses to Management").

      8.  Possible  Depressive  Effect on Price of Securities of Future Sales of
Common Stock.  The resale of 11,952,857 of the  87,196,000  common shares of the
Company,  issued and  outstanding as of April 22, 1999, has been included in the
Company's  Registration  Statement on Form SB-2 (See "The Company - Registration
Statement").  All 11,952,857  shares will be freely tradeable  commencing on the
effective  date of such  Registration  Statement.  The  resale  of an  estimated
25,092,495  shares issuable upon the exercise or conversion of certain presently
outstanding  options,  warrants,  and debentures have also been included in such
Registration  Statement and will be freely  tradeable upon the later of: (i) the
effective date of the Registration  Statement;  or (ii) their issuance. The sale
or other disposition of much of the other currently outstanding shares of common
stock is restricted by the  Securities  Act.  Unless such sales are  registered,
these shares may only be sold in compliance with Rule 144 promulgated  under the
Securities Act or some other exemption from  registration  thereunder.  Rule 144
provides,  among  other  matters,  that if certain  information  concerning  the
operating and financial  affairs of the Company is publicly  available,  persons
who have held restricted securities for a period of one year may thereafter sell
in each subsequent  three month period up to that number of such shares equal to
one percent of the Company's total issued and outstanding common stock. The sale
or  availability  for sale of substantial  amounts of common stock in the public
market  after the  offering  being  made by such  Registration  Statement  could
adversely affect the prevailing  market price for the Company's common stock and
could impair the Company's ability to raise additional  capital through the sale
of its equity securities.

                                       16
9.  Possible  Voting  Control  by  Management  and  Corporate  Counsel:
Possible Depressive Effect on Market Prices. As of April 22, 1999, the Company's
officers and directors were the beneficial  owners of an aggregate of 31,590,872
shares,  constituting  approximately 36.23% of the Company's  outstanding common
stock. The Company intends to hold an annual meeting of its  shareholders  prior
to the end of the  current  calendar  year.  (See Risk  Factor  No. 27  "Adverse
Effects  of  Proposals  to  Be   Presented  at  Annual   Shareholders   Meeting:
Anti-Takeover  Provisions,  Limitations on Shareholders Voting Rights, and Stock
Bonuses to Management").  In addition to the proposals  discussed in Risk Factor
No. 27, the Board of Directors  has proposed that the  shareholders  approve the
adoption of three stock option plans. If adopted, two of these plans will be for
the benefit of all of the Company's employees,  but management and key employees
are  expected  to be the  principal  beneficiaries  thereof.  The third of these
proposed  plans,  is  intended  to be  specifically  for the purpose of awarding
options for the purchase of shares of common stock at a nominal  exercise  price
of $.001 per share,  to key  employees  and members of  management in respect of
certain  specified  performance  achievements  attained or to be attained by the
Company due to their efforts.

      The other two stock  option  plans to be  presented  to the  Shareholders,
consist of a  statutory  and a  non-statutory  plan.  Key  management  and other
employees  will also be eligible  to receive  option  grants  under each of such
plans.  The exercise  price of options  granted under the statutory plan must be
not less than 100% of the market  price on the day the option is granted  unless
the grantee owns 10% or more of the total issued and outstanding common stock of
the Company,  in which case the exercise price must be not less than 110% of the
market  price on the day the option is  granted.  The  non-statutory  plan to be
proposed to the shareholders calls for an exercise price of not less than 50% of
the market price on the date the option is granted.

      The  concentration  of ownership by the  Company's  officers and directors
may,  along with other  "anti-takeover"  measures  which the Board of  Directors
plans to submit to the shareholders, discourage potential acquirors from seeking
control  of  the  Company  through  the  purchase  of  Common  Stock,  and  this
possibility  could  have a  depressive  effect  on the  price  of the  Company's
Securities.  (See  "Risk  Factor No. 25  "Adverse  Effects  of  Proposals  to Be
Presented at Annual Shareholders Meeting: Anti-Takeover Provisions,  Limitations
on Shareholders Voting Rights, and Stock Bonuses to Management")

         10.  Proposed  Reverse  Split:  Possible  Negative  Effect  on Value of
Securities.  As of April 22, 1999 there were 87,196,000  shares of the Company's
common stock issued and outstanding.  While the Company  considers that it would
be highly unlikely if all of the currently outstanding options and warrants were
to be  exercised  and all of the  currently  outstanding  debentures  were to be
converted with respect to the principal amount of such  debentures,  there could
be up to 118,107,122  shares of common stock issued and  outstanding.  On August
13, 1997, the Company  received a Letter of Intent from H.J.  Meyers,  Inc. (the
"Meyers  Letter  of  Intent"),  a  broker-dealer  registered  with the  National
Association  of Securities  Dealers,  Inc., for the  underwriting  of a proposed
public offering.  On or about September 16, 1998, however, H. J. Meyers abruptly
ceased  doing  business.  The  Company  intends to  endeavor  to effect a public
offering  of its  securities  and is  presently  in  negotiations  with  another
potential underwriter. The Meyers Letter of Intent had required that the Company
have not more than ten million  (10,000,000)  shares of common  stock issued and
outstanding prior to the proposed public offering. The Company believes that any
potential  underwriter  for a public  offering of the Company's  securities will
require that the Company  effect a reverse  split to reduce the number of shares
of its common

                                       17
stock issued and outstanding  because the total number of shares of common stock
currently outstanding is  disproportionately  large in relation to the Company's
level of sales,  net income and net worth.  Additionally,  the Company's  common
stock has had a low market  value per share in recent  months,  which  may,  the
Company  believes,  tend to reduce  stockbroker  and  investor  interest  in the
Company.  Further,  the Company believes that the current per share price of the
Company's  common stock may limit the effective  marketability  of the Company's
common stock because of the reluctance of many brokerage firms and institutional
investors to recommend  lower-priced  stocks to their clients or to hold them in
their own  portfolios.  In light of the  above,  the  Company  intends to call a
meeting of its  shareholders  and to submit to them a proposal to reverse  split
the number of shares of common  stock issued and  outstanding  at a ratio of one
post-split share for every seven pre-split  shares,  or at some other,  possibly
higher, ratio, as the board of directors shall agree is in the best interests of
the Company  and its  shareholders.  Based upon the number of shares  issued and
outstanding  as of April  22,  1999,  and  assuming  that the  Reverse  Split is
approved by the shareholders and effected at a one-for-seven  ratio,  there will
be a decrease in the number of outstanding shares of common stock of the Company
to approximately 12,456,571 shares. Because of standard anti-dilution clauses or
market price sensitive  exercise or conversion prices contained in all presently
outstanding  convertible  debentures,  warrants, and options, such reverse split
would also affect the number of shares of common stock issuable upon  conversion
or  exercise  of  such  debentures,  warrants,  or  options.  Negotiations  with
potential  underwriters may result in a different  reverse-split ratio or even a
second reverse split.

      The  Company  believes  that a decrease  in the number of shares of common
stock  outstanding  may increase  the trading  price and  marketability  of such
shares.  However,  the market price of the Company's common stock should also be
expected to reflect Company performance and other factors,  some of which may be
unrelated  to the  number of shares  outstanding.  Accordingly,  there can be no
assurance that the market price of the Common Stock after the Reverse Split will
actually  increase in an amount  proportionate  to the decrease in the number of
outstanding  shares.  The Reverse Split may leave  stockholders with one or more
"odd lots" of the Company's  stock,  i.e. stock holdings in amounts of less than
100 shares.  These shares may be more  difficult  to sell,  or require a greater
commission per share to sell, than shares in lots of 100.

      Upon the  effectiveness  of the  Reverse  Split,  if it is approved by the
Shareholders, the presently issued certificates shall be deemed to represent the
number of shares equal to the number of pre-split shares originally  represented
by such certificate divided by the ratio of the reverse split, and rounded up to
the  next  full  number.  EXAMPLE:  if  the  reverse  split  is  effected  at  a
one-for-seven   ratio,  a  certificate  which  originally   represented  294,005
pre-split  shares  would  be  deemed  to  represent  294,005  divided  by  seven
(42,000.7),  rounded up to the next full number,  i.e.,  42,001 shares.  Thus no
fractional  shares of common stock will result from the reverse split (see "Risk
Factor  No. 6,  Dilutive  and Other  Adverse  Effects of  Presently  Outstanding
Debentures, Warrants and Options").

      11. Dependence on Major Customers. To date the Company has received orders
for fifteen TCS-1  Plants,  eight of which were ordered by  Ocean/Ventures  III,
Inc.("O/V III") of Toms River,  New Jersey ("O/V III") and parts of one of which
have been  purchased by Oceans Tire  Recycling & Processing  Co., Inc.  ("Oceans
Tire"), a company under common control with O/V III. The eight Plants ordered by
O/V III  constitute  approximately  fifty-six  percent  (56%)  of the  Company's
present backlog. The Company has also received orders for four TCS-1 Plants from
ENERCON  America  Distribution  Limited  ("Enercon") of  Westerville,  Ohio. The
Enercon

                                       18
orders  constitute  approximately  twenty-eight  percent  (28%) of the Company's
present  backlog.  The loss of either of these two customers  would have a major
adverse  effect on the Company.  Both O/V III and Oceans Tire are  controlled by
Louis V. Sanzaro, an officer and director of the Company.

      Completion and consummation of all currently  outstanding orders for TCS-1
Plants,  are entirely  dependent  on each  customer's  obtaining  lease or other
financing  for the  purchased  portions  of the  Plant  as well as all  required
permits and licenses to operate a Plant. In this regard,  the Company notes that
Enercon  initially  placed  orders for two plants in August  1998.  Enercon  has
assured the Company on numerous  occasions that it expects to receive  financing
to effect these  purchases,  but to date no such  financing has been obtained by
Enercon.  The Company is unable to state when, if ever, Enercon will receive its
funding and be in a position  to effect its  projected  purchases  of a total of
four TCS-1 Plants.

      12.  Uncertainty  of Product  and  Technology  Development:  Technological
Factors.  The  Company  has  completed  and is  presently  operating  the  first
production model of the TCS-1 Plant. The Company's  success will depend upon the
TCS-1 Plant's  continuing to meet targeted  performance and cost objectives on a
long  term,  commercial  basis.  Such an  outcome  will be  subject to the risks
inherent in the development of a new product,  technology,  and business.  There
can be no assurance that under commercial usage conditions, the TCS-1 Plant will
satisfactorily  perform  the  functions  for  which  it has  been  designed  and
constructed,  that it will meet applicable price or performance  objectives,  or
that unanticipated technical or other problems will not occur which would result
in increased costs or material delays in establishing the Company's  business at
a profitable  level.  There can be no  assurance  that,  despite the  successful
operation of the TCS-1 Plant during the current,  initial operational period, we
will not  encounter  problems  which  could  result  in loss or delay in  market
acceptance of the TCS-1 Plant.

      13.  International  Sales and Operations.  The Company plans to market the
TCS-1  Plant in Europe and India  during the 1999  calendar  year,  and in other
areas  throughout the world as  opportunities  arise.  There can however,  be no
assurances  that the  TCS-1  Plant  will be  successfully  marketed  or that any
anticipated  international  sales of TCS-1 Plants will take place.  In addition,
the Company will seek joint  ventures  with  purchasers  of TCS-1 Plants for the
purpose of  engaging in the  business of  operating  tire  recycling  businesses
equipped  with  TCS-1  Plants.  To  the  extent  that  the  Company  engages  in
international  sales  and/or  operations,  it will be subject  to various  risks
associated therewith, including but not limited to changes in tariff rates, lack
of reliability and availability of qualified labor, and instability of political
climate or economic environment. In addition, the value of any capital equipment
owned by such joint  ventures  and any  operating  lease or  equipment  purchase
financing payments received by the Company,  may, under certain  conditions,  be
valued  or paid  in  non-U.S.  currencies,  all of  which  will  be  subject  to
independent  fluctuating  exchange rates with the U.S.  dollar which may have an
adverse  affect on the  Company's  revenues or asset values in terms of the U.S.
dollar.

      14. Protection of Tirex Proprietary Technology and Potential Infringement.
The success of the Company's  proposed business depends in part upon its ability
to protect its  proprietary  technology  and the TCS-1 Plant which utilizes such
technology.  On April 7, 1998,  the Company was issued a United States patent on
its Cryogenic Tire Disintegration  Process and Apparatus (Patent No. 5,735,471).
This patent will expire on December 18, 2016. In November 1998, the

                                       19
Company  filed this  patent  with the  Canadian  Patent  Office.  The Company is
presently  unable to state how long the  Canadian  review  will take.  While the
Company  expects  a  Canadian  patent  to be  granted,  it is unable to give any
assurance that this will in fact be the case. Prior to obtaining its patent, the
Company  relied  on  trade  secrets,   proprietary  know-how  and  technological
innovation to develop its technology and the designs and  specifications for the
TCS-1 Plant. Except where the terms of their employment agreements would make it
redundant  or, in the sole  discretion  of  management,  it is  determined  that
because of the  non-technical  nature of their duties,  such  agreements are not
necessary or  appropriate,  the Company  has,  and will  continue to, enter into
confidentiality  and  invention  assignment  agreements  with all  employees and
consultants  which  limit  access to, and  disclosure  or use of, the  Company's
proprietary technology. There can be no assurance, however, that the steps taken
by the  Company to deter  misappropriation  or third  party  development  of its
technology and/or processes will be adequate, that others will not independently
develop  similar  technology  and/or  processes  or  that  secrecy  will  not be
breached.  In addition,  although the Company  believes that its  technology has
been independently  developed and does not infringe on the proprietary rights of
others,  there can be no assurance  that the Company's  technology  does not and
will not so infringe or that third parties will not assert  infringement  claims
against the Company in the future.  Moreover, there can be no assurance that the
Company  will  have the  resources  to defend  its  Patent  by  bringing  patent
infringement or other proprietary rights actions.

      15. Limited  Public Market:  Company Not Eligible for Inclusion on NASDAQ.
To date  there  has been only a  limited  and  sporadic  public  market  for the
Company's  common stock.  There can be no assurance  that an active and reliable
public market will develop or, if developed, that such market will be sustained.
Purchasers  of  shares of  common  stock of the  Company  may,  therefore,  have
difficulty  in  reselling  such  shares.  As a  result,  investors  may  find it
impossible to liquidate their investment in the Company should they desire to do
so. The  Company's  common  stock is  currently  traded in the  over-the-counter
market and quoted on the OTC  Bulletin  Board.  The Company  intends to apply to
have its common stock  approved for quotation on the Nasdaq  SmallCap  Market at
such time, in the future,  that it meets the requirements  for inclusion.  As at
the date hereof, however, the Company is not eligible for inclusion in NASDAQ or
for  listing  on  any  national  stock  exchange.  All  companies  applying  and
authorized  for  NASDAQ are  required  to have not less than  $4,000,000  in net
tangible  assets,  a public  float  with a market  value of not less  than  five
million  dollars,  and a minimum bid of price of $4.00 per share. At the present
time,  the  Company is unable to state  when,  if ever,  it will meet the Nasdaq
application standards.  Unless the Company is able to increase its net worth and
market valuation  substantially,  either through the accumulation of surplus out
of earned income or successful  capital raising  financing  activities,  it will
never be able to meet the eligibility requirements of NASDAQ. In addition, it is
likely that the Company,  which, as of April 22, 1999, had 87,196,000  shares of
common stock issued and outstanding,  will have to effect a reverse split of its
issued and outstanding stock, in order to meet the minimum bid price requirement
(see,  also, Risk Factor No. 6 "Dilutive and Other Adverse Effects of Debentures
and Warrants and Presently Outstanding Option").  Moreover,  even if the Company
meets the minimum  requirements  to apply for  inclusion in The Nasdaq  SmallCap
Market,  there  can be no  assurance,  that  approval  will be  received  or, if
received,  that the Company will meet the requirements for continued  listing on
the Nasdaq SmallCap  Market.  Further,  Nasdaq reserves the right to withdraw or
terminate a listing on the Nasdaq SmallCap Market at any time and for any reason
in its  discretion.  If the Company is unable to obtain or to maintain a listing
on the Nasdaq SmallCap Market,  quotations, if any, for "bid" and "asked" prices
of the common stock would be available  only on the OTC Bulletin Board where the
common stock is currently quoted or in the "pink sheets" published by the

                                       20
National Quotation Bureau, Inc. This can result in an investor's finding it more
difficult  to  dispose  of or to obtain  accurate  quotations  of prices for the
common  stock  than would be the case if the  common  stock  were  quoted on the
Nasdaq  SmallCap  Market.  Irrespective  of whether  or not the common  stock is
included in the Nasdaq  SmallCap  system,  there is no assurance that the public
market for the common stock will become more active or liquid in the future.  In
that regard,  prospective purchasers should consider that this offering is being
made without the underwriting  arrangements typically found in a public offering
of  securities.  Such  arrangements  generally  provide  for the  issuer  of the
securities to sell the securities to an underwriter  which,  in turn,  sells the
securities to its customers and other members of the public at a fixed  offering
price,  with the result that the  underwriter  has a continuing  interest in the
market for such  securities  following  the  offering.  In order to qualify  for
listing on a national stock exchange, similar minimum criteria respecting, among
other things, the Company's net worth and/or income from operation must be met.

      Accordingly, market transactions in the Company's common stock are subject
to the "Penny Stock Rules" of the Securities and Exchange Act of 1934, which are
discussed in more detail,  below,  under "Risk Factor No. 16.  Applicability  of
Penny Stock Rules to Broker-Dealer  Sales of Company Common Stock".  These rules
could  make it  difficult  to trade  the  common  stock of the  Company  because
compliance  with them can delay and/or preclude  certain  trading  transactions.
This could  have an adverse  effect on the  ability of an  investor  to sell any
shares of the Company's common stock.

      16. Applicability of "Penny Stock Rules" to Broker-Dealer Sales of Company
Common Stock.  As discussed  above,  at the present time,  the Company's  common
stock  is not  listed  on The  Nasdaq  SmallCap  Stock  Market  or on any  stock
exchange.  Although  dealer prices for the Company's  common stock are listed on
the OTC  Bulletin  Board,  trading  has been  sporadic  and  limited  since such
quotations first appeared on April 4, 1994.

      The  Securities  Enforcement  and Penny Stock Reform Act of 1990  requires
special  disclosure  relating to the market for penny stocks in connection  with
trades in any stock defined as a "penny stock". Commission regulations generally
define a penny stock to be an equity  security  that has a market  price of less
than $5.00 per share and is not listed on The Nasdaq  SmallCap Stock Market or a
major stock exchange.  These regulations subject all broker-dealer  transactions
involving  such  securities to the special "Penny Stock Rules" set forth in Rule
15g-9 of the Securities Exchange Act of 1934 (the "34 Act"). It may be necessary
for the Selling  Shareholders and the Underlying  Share Selling  Shareholders to
utilize the services of broker-dealers  who are members of the NASD. The current
market price of the  Company's  Common Stock is  substantially  less than $5 per
share and such stock can, for at least for the foreseeable  future,  be expected
to continue to trade in the over-the-counter  market at a per share market price
of  substantially  less than $5.  Accordingly,  any  broker-dealer  sales of the
shares being registered hereunder, as well as any subsequent market transactions
in the Company's common stock,  will be subject to the Penny Stock Rules.  These
Rules affect the ability of broker-dealers to sell the Company's  securities and
also may affect the ability of  purchasers in this offering to sell their shares
in the secondary market, if such a market should ever develop.

      The Penny Stock Rules also impose special sales practice  requirements  on
broker-dealers  who sell such securities to persons other than their established
customers or "Accredited  Investors." Among other things,  the Penny Stock Rules
require that a broker-dealer make a

                                       21
special  suitability  determination  respecting  the  purchaser  and receive the
purchaser's written agreement to the transaction prior to the sale. In addition,
the  Penny  Stock  Rules  require  that a  broker-dealer  deliver,  prior to any
transaction,  a disclosure schedule prepared in accordance with the requirements
of the Commission relating to the penny stock market.  Disclosure also has to be
made about  commissions  payable to both the  broker-dealer  and the  registered
representative and the current quotations for the securities.  Finally,  monthly
statements have to be sent to any holder of such penny stocks  disclosing recent
price information for the penny stock held in the account and information on the
limited  market in penny  stocks.  Accordingly,  for so long as the Penny  Stock
Rules are applicable to the Company's common stock, it may be difficult to trade
such stock because  compliance with such Rules can delay and/or preclude certain
trading transactions.  This could have an adverse effect on the liquidity and/or
price of the Company's common stock.

      17.  Management's  Lack of Industry  Experience.  Although  Management has
significant  general business and engineering  experience,  potential  investors
should be aware that, prior to their association with the Company,  no member of
management has been directly  involved in  administering a tire  disintegration,
recycling,  tire  disintegration  equipment  manufacturing,   or  molded  rubber
products  business,  except for Mr.  Sanzaro,  who has more than twenty years of
experience in the recycling business (excluding tires).

      18.  Dependence on Key  Personnel.  The Company  believes that its success
depends to a  significant  extent on the efforts and abilities of certain of its
senior  management,  in  particular  those of Terence C. Byrne,  Chairman of the
Board of Directors and Chief  Executive  Officer;  Louis Sanzaro,  President and
Chief  Operating  Officer,  and  Louis V.  Muro,  Vice  President  in  charge of
engineering.  The loss of any of these  persons  could have a  material  adverse
affect on the Company's business,  prospects,  operating results,  and financial
condition.  The Company has entered  into  employment  agreements  with  Messrs.
Byrne,  Sanzaro,  and Muro.  The Company  does not  presently  have key man life
insurance  policies  and does not intend to obtain any unless  required to do so
under  future  financing  arrangements.  There  can be no  assurance  that  such
policies will be available to the Company on commercially  reasonable  terms, if
at all.  Additionally,  the ability of the Company to realize its business  plan
could be  jeopardized  if any of its  senior  management  becomes  incapable  of
fulfilling his  obligations to the Company and a capable  successor is not found
on a timely basis.  There can however be no assurance  that, in such event,  the
Company  will be able to locate and retain a capable  successor to any member of
its senior management.

      19.  Regulatory  and  Environmental  Considerations.  The Company does not
expect  that its  equipment  manufacturing  operations  will be  subject  to any
unusual  or  burdensome  governmental  regulations.   However,  the  Company  is
presently  operating  the  First  Production  Model of the TCS  Plant,  which is
installed at its Montreal  facility.  The TCS-1 Plant is a "closed  loop" system
which does not use any  chemicals,  solvents,  gases or other  substances  which
could  result  in  emissions  of any  kind  and,  to the  best of the  Company's
knowledge,  does not result in the  emission of air  pollution,  the disposal of
combustion  residues,  the storage of hazardous  substances (as is the case with
other tire  recycling  processes  such as  pyrolysis),  or the production of any
significant  amounts of solid waste which would have to be landfilled.  However,
the  operation  of a TCS-1 Plant  involves,  to varying  degrees and for varying
periods of time, the

                                       22
storage of scrap tires which, with their size, volume and composition,  can pose
serious  environmental  problems.  While the Company  does not believe that such
storage will normally involve quantities of tires so large or storage periods so
extensive as to constitute the  "stockpiling" of scrap tires, it should be noted
that  stockpiling,  should it occur,  could  constitute a  particularly  serious
environmental  problem.  Among the numerous  problems relating to scrap tires is
that, when stockpiled  above ground,  tires create serious fire,  public health,
and  environmental  hazards  ranging from fires,  which generate large and dense
clouds of black smoke and are extremely difficult to extinguish, to the creation
of vast breeding grounds for mosquitoes and vermin.

      As a result,  many states have either  passed or have pending  legislation
regarding  discarded  tires including  legislation  limiting the storage of used
tires to specifically  designated  areas. The Company,  and, if any TCS-1 Plants
are sold by the Company,  other  operators of TCS-1  Plants,  will  therefore be
subject to various local,  state,  and federal laws and  regulations  including,
without limitation,  regulations promulgated by federal and state environmental,
health,  and labor agencies.  Establishing  and operating a TCS-1 Plant for tire
recycling will require  numerous permits and compliance with  environmental  and
other government  regulations,  on the part of the Company's customers,  both in
the United States and Canada and in most other foreign countries. The process of
obtaining  required  regulatory  approvals may be lengthy and expensive for both
the Company and for its TCS-1 Plant customers.  Moreover,  regulatory approvals,
if granted,  may include significant  limitations on either the Company's or its
customer's  operations.  The EPA  and  comparable  state  and  local  regulatory
agencies  actively  enforce  environmental   regulations  and  conduct  periodic
inspections to determine  compliance  with  government  regulations.  Failure to
comply  with  applicable  regulatory  requirements  can result in,  among  other
things,  fines,  suspensions  of  approvals,  seizure  or  recall  of  products,
operating restrictions, and criminal prosecutions.

      Compliance  with applicable  environmental  and other laws and regulations
governing  the business of the Company,  and of all TCS-1 Plant  Operators,  may
impose  financial  burdens that could adversely  affect the business,  financial
condition,  prospects,  and results of operations,  of the Company. Such adverse
affects could include,  but may not be limited to, the burden of compliance with
laws and regulations governing the installation and/or operation of TCS-1 Plants
discouraging  potential  customers  from  purchasing a TCS-1  Plant.  Actions by
federal, state, and local governments concerning  environmental or other matters
could  result in  regulations  that could  increase  the cost of  producing  the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 Plant and make such  by-products less profitable or even impossible
to sell at an economically feasible price level.

      The  Company  believes  that  existing   government   regulations,   while
extensive,  will not result in the disability of either the Company or its TCS-1
Plant customers to operate  profitably and in compliance with such  regulations.
However,  since  all  government  regulations  are  subject  to  change  and  to
interpretation  by local  administrations,  the effect of government  regulation
could  conceivably  prevent,  or delay for a  considerable  period of time,  the
development  of the  Company's  business  as planned  and/or  impose  costly new
procedures for  compliance,  or prevent the Company or its TCS-1  customers from
obtaining,  or affect the timing of, regulatory  approvals.  Actions by federal,
state,  and local  governments  concerning  environmental or other matters could
result in regulations  that could  therefore  increase the cost of producing the
recyclable rubber, steel, and fiber which are the by-products from the operation
of the TCS-1 Plant and make such  by-products less profitable or even impossible
to sell at an economically

                                       23
feasible  price  level,  which  could  result  in the  Company's  or  its  TCS-1
customers'  businesses  being less  profitable,  or  unprofitable,  to  operate.
Continually changing government compliance standards and technology,  could also
affect  the  Company's  future  capital  expenditure  requirements  relating  to
environmental  compliance.  Likewise,  the  burden of  compliance  with laws and
regulations  governing the  installation  and/or operation of TCS-1 Plants could
discourage  potential  customers  from  purchasing  a TCS-1  Plant  which  would
adversely  affect the  Company's  business,  prospects,  results,  and financial
condition.  As a result,  the  business  of the Company  could be  directly  and
indirectly affected by government regulations.

      20.  Technological  Changes.  To date, the market for tire  disintegration
equipment has not, to the best of management's knowledge,  been characterized by
rapid  changes  in  technology.  However,  there  can be no  assurance  that new
products or  technologies,  presently  unknown to the Company,  will not, at any
time in the future and without warning, render the Company's tire disintegration
technology  less  competitive or even obsolete.  Moreover,  the technology  upon
which the Company's tire disintegration system is based, could be susceptible to
being  analyzed  and  reconstructed  by an  existing  or  potential  competitor.
Although  the Company  has been issued a United  States  patent  respecting  its
proprietary  disintegration  system,  the  Company  may not have  the  financial
resources to successfully defend such patent, were it is to become necessary, by
bringing  patent  infringement  suits  against  parties that have  substantially
greater  resources than are available to the Company.  The Company must continue
to create innovative new products  reflecting  technological  changes in design,
engineering, and development, not only of new tire disintegration machinery, but
of products, and machinery capable of producing products,  which incorporate and
recycle the rubber,  steel,  and/or fiber  by-products which will be produced by
the  operation  of the TCS-1 Plant.  Failure to do so, could  prevent to Company
from gaining and  maintaining  a significant  market for its products.  This may
require  a  continuing  high  level  of  product  development,  innovation,  and
expenditures. To the extent that the Company does not respond adequately to such
technological  advances,  its  products  may become  obsolete and its growth and
profitability may be adversely affected.

      21.  Competition.  With respect to our  equipment  manufacturing  segment,
although  management  believes that the TCS-1 Plant has distinct advantages over
other existing tire  disintegration  methods,  the Company will face competition
from other  equipment  manufacturers,  virtually all of whom will be larger than
the Company,  and will have  substantially  more assets and  resources  than the
Company. Management intends to meet such competition by developing technological
innovations  which will keep the TCS-1 Plant more  economical and efficient than
other tire  disintegration  methods although no assurance can be given that this
will prove to be the case.

      With respect to our molded rubber  products  segment,  the market for such
products is highly  competitive.  However,  competition  with  respect to molded
products made from recycled rubber is comparatively  moderate.  The Company will
attempt to compete in certain markets for products  presently made from both new
and recycled  rubber.  It intends to do so on the basis of quality and price. We
believe  that,  especially  within the markets for products  made from  recycled
rubber, our ability to vertically integrate production, by using recycled rubber
crumb produced by our TCS-1 Plant,  will give us a competitive  advantage.  With
respect to  competition  against  manufacturers  of new rubber,  all of whom are
larger than the Company and have  substantially  more assets and resources  than
the Company, competitive efforts will focus on

                                       24
research and development of new methods for utilizing at least a portion of more
economical and ecologically  beneficial recycled rubber, where new rubber is now
used.

      22. No Dividends and None  Anticipated.  The Company has not paid any cash
dividends,  nor does it contemplate or anticipate  paying any dividends upon its
Common Stock in the foreseeable future.

      23. Possible  Adverse Effects of  Authorization  and Issuance of Preferred
Stock.  The  Company's  amended  Certificate  of  Incorporation  authorizes  the
issuance of 5,000,000 shares of "Class A Stock".  Twenty thousand of such shares
are  reserved  for  issuance  as  preferred  stock under an  outstanding  option
therefor. The Board of Directors has the power to issue the balance of the Class
A Stock in such  series  and  classes  and with such  designations,  rights  and
preferences  as may be  determined  from time to time by the Board of Directors.
The issuance of any series of preferred stock having rights superior to those of
the common  stock may result in a decrease  in the value or market  price of the
common stock and could be used by the Board of Directors as a means to prevent a
change in control of the Company.  Such preferred stock issuances could make the
possible  takeover of the Company,  or the removal of management of the Company,
more difficult.  The issuance of such preferred stock could  discourage  hostile
bids for control of the Company in which shareholders could receive premiums for
their  Common  stock or warrants,  could  adversely  affect the voting and other
rights of the holders of the common stock,  or could depress the market price of
the common stock.  Also, the voting power and  percentage of stock  ownership of
the shareholders of the Company's outstanding capital stock can be substantially
diluted by such preferred stock issuance.  See also, Risk Factor No. 27 "Adverse
Effects  of  Proposals  to  Be   Presented  at  Annual   Shareholders   Meeting:
Anti-Takeover  Provisions,  Limitations on Shareholders Voting Rights, and Stock
Bonuses to Management".

      24.  Prior  Notice  Not  Required  For  Shareholder  Actions.  None of the
Company's  securities is registered under Section 12 of the Securities  Exchange
Act of 1934, as amended (the "34 Act"). As a result,  the Company is not subject
to the Proxy Rules of Section 14 of the 34 Act. The Company is thus able to take
shareholder  actions in  conformance  with Section 228 of the  Delaware  General
Corporation  Act,  which  permits it to take any action which is required to, or
may, be taken at an annual or special meeting of the shareholders, without prior
notice and without a vote of the shareholders. Instead of such vote, the written
consent or consents in writing, setting forth the action so taken, can be signed
by the holders of  outstanding  stock having not less than the minimum number of
votes that would be  necessary  to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted on such action.
The only  notice  which  shareholders  other  than those who  consented  to such
action,  are entitled to, is required to be given  promptly after the action has
been taken.

         25. Adverse Effects of Proposals to Be Presented at Annual Shareholders
Meeting: AntiTakeover Provisions, Limitations on Shareholders Voting Rights, and
Stock Bonuses to  Management.  The Company  intends to hold an annual meeting of
its shareholders prior to the end of the current calendar year. This will be the
first  meeting of the  Shareholders  ever  called by the  Company.  The Board of
Directors has proposed that the Company's Certificate of Incorporation should be
amended and restated to contain  provisions  that may make it more  difficult to
acquire  control  of the  Company  by means of  tender  offer,  over-the-counter
purchases,

                                       25
a proxy fight,  or  otherwise.  If adopted by the required vote of the Company's
shareholders,  the amendments  will include:  (i) the addition of a "fair price"
provision  to  the  Certificate  of   Incorporation   that  regulates   business
combinations with any person or group beneficially  owning fifteen percent (15%)
or more of the  Company's  common  stock,  including  a  voting  requirement  of
seventy-five  percent (75%) of the voting power of all outstanding voting shares
of the Company  (excluding shares held by such fifteen percent (15%) stockholder
or group of  stockholders)  for a  business  combination,  unless  the  business
combination  is approved by a majority of the members of the Board of  Directors
who have held office  since prior to the date of the 1999  annual  meeting  (the
"Continuing  Directors")  or  satisfies  certain  minimum  price and  procedural
requirements;  (ii)  the  addition  to the  Certificate  of  Incorporation  of a
provision  granting  authority  to the Board of  Directors  to adopt one or more
shareholder rights plans, rights agreements, or other forms of "poison pills" in
the future  without  further  shareholder  approval,  (iii) the  addition to the
Certificate of Incorporation  of a provision  classifying the Board of Directors
into three classes;  (iv) the addition to the Certificate of  Incorporation of a
seventy-five  percent (75%) voting  requirement for any stockholder action to be
taken by written  consent;  (v) an amendment to the Certificate of Incorporation
requiring the affirmative  vote of the holders of seventy-five  percent (75%) of
the outstanding voting stock to amend, alter and repeal the By-laws and to allow
the Board of Directors to amend, alter or repeal the By-laws without stockholder
consent;  (vi) the addition to the Certificate of  Incorporation  of a provision
electing to be governed by the provisions of Section 203 of the Delaware General
Corporation  Law which,  under certain  circumstances,  imposes  restrictions on
proposed business  combinations between a company and an interested  stockholder
of such  company;  (vii) the  addition of a  seventy-five  percent  (75%) voting
requirement in order to amend, alter or repeal the foregoing proposed amendments
to the  Certificate  of  Incorporation;  (viii)  an  amendment  to  the  By-laws
eliminating the ability of stockholders to call a special meeting;  and (ix) the
addition  to the  By-laws of a  provision  requiring  that  stockholders  submit
director  nominations  and  other  business  to be  considered  at  meetings  of
stockholders  at least 90 days in advance of any such  meeting of  stockholders.
The proposed  amendments are not being submitted to the shareholders in response
to any effort, of which the Company is aware, to accumulate the Company's common
stock or to obtain control of the Company.

      The  proposed  amendments,  individually  and  collectively,  may have the
effect of making more difficult and discouraging a merger, tender offer or proxy
fight,  even if such transaction or occurrence may be favorable to the interests
of some or all of the Company's  stockholders.  The proposed amendments also may
delay the  assumption  of control by a holder of a large block of the  Company's
common stock and the removal of incumbent management, even if such removal might
be  beneficial  to some or all of the  stockholders.  Furthermore,  the proposed
amendments  may have the effects of deterring or  frustrating  certain  types of
future  takeover  attempts  that may not be approved by the  incumbent  Board of
Directors,  but that the holders of a majority of the shares of Company's common
stock  may deem to be in their  best  interests  or in which  some or all of the
stockholders may receive a substantial premium over prevailing market prices for
their stock.

      By having the  effect of  discouraging  takeover  attempts,  the  proposed
amendments also could have the incidental  effect of inhibiting  certain changes
in  management  (some or all of the  members of which  might be  replaced in the
course of a change of control) and also the temporary fluctuations in the market
price of the  Company's  common  stock that could  result from actual or rumored
takeover attempts. Moreover, tender offers or other non-open market acquisitions
of stock are  usually  made at prices  above the  prevailing  market  price of a
company's stock. In

                                       26
addition,  acquisitions  of stock in the open  market by persons  attempting  to
acquire control may cause the market price of the stock to reach levels that are
higher  than might  otherwise  be the case.  Approval  of the some or all of the
proposed  amendments may deter such purchases,  particularly  purchases for less
than all of the  Company's  shares,  and  therefore  may deprive  holders of the
Company's  common stock of an  opportunity to sell their shares at a temporarily
higher market price.

      Purchasers of the shares being registered  hereunder should note that such
amendments,  if adopted,  will result in there being  special  requirements  for
supermajority  shareholder  approval of any subsequent business  combination and
the  possibility  that after an acquiror  (for purposes of this  discussion,  an
"Interested Shareholder") purchases a certain percentage of the Company's common
stock, it will be forced to pay a higher price to other Company  shareholders in
such a business  combination.  This would likely would make it more costly for a
third party to acquire control of the Company. Thus, the proposed amendments may
decrease the likelihood of a tender offer for less than all of the shares of the
common stock of the Company,  which may adversely affect stockholders who desire
to participate in such a tender offer. In certain cases, the proposed fair price
amendment's   minimum  price  provisions,   while  providing  objective  pricing
criteria,  could be arbitrary  and not  indicative  of value.  In  addition,  an
Interested  Stockholder may be unable, as a practical matter, to comply with all
of the procedural  requirements.  In these  circumstances,  unless an Interested
Stockholder  were able to obtain  special  stockholder  approval  of a  proposed
Business  Combination,  it would be forced either to negotiate with the Board of
Directors on terms  acceptable to the Board or to abandon the proposed  business
combination.  The  proposed  amendments  also would give veto power to  minority
stockholders with respect to a proposed Business  Combination that is opposed by
a majority  of  Continuing  Directors  but that is desired by a majority  of the
Company's  stockholders  unless the minimum pricing and procedural  requirements
were  met.  If  members  of  the  Company's  current  management  and  principal
shareholders were to maintain their current stock ownership, they would have the
ability to block the requisite  vote. In addition,  the proposed  amendments may
tend to insulate  incumbent  directors against the possibility of removal in the
event of a takeover attempt because only the Continuing Directors would have the
authority to reduce to a simple  majority or eliminate  the special  stockholder
vote required for a particular Business Combination.

      While  some  of  the  proposed   amendments   would  directly  affect  the
possibility  of the  Company's  being the subject of a tender offer or a hostile
takeover,  others will directly  limit the ability of minority  shareholders  to
participate in Company affairs.  The classified  Board of Directors  provisions,
will  divide the Board of  Directors  into three  classes of  directors  serving
staggered  two-year  terms,  with two  directors  to be elected  at each  annual
meeting  of  shareholders.  This will  extend  the time  required  to change the
composition of the Board of Directors.  The provision requiring  shareholders to
give 90 days advance notice to the Company of any nomination for election to the
Board of Directors, or other business to be brought at any shareholders' meeting
will make it more difficult for shareholders to nominate candidates to the Board
of Directors who are not supported by  management.  This  provision will make it
more  difficult  to  implement  shareholder  proposals  even  if a  majority  of
shareholders are in support thereof.  Each of these provisions may also have the
effect of  deterring  hostile  take-overs  or  delaying  changes  in  control or
management of the Company. In addition,  the  indemnification  provisions of the
Company's  Certificate of  Incorporation  and Bylaws may represent a conflict of
interest between  management and the  shareholders  since officers and directors
may be indemnified prior to any judicial determinations as to their conduct.

                                       27
Under Delaware law, each of the proposed  amendments to the Certificate of
Incorporation  and By-laws  described above requires the affirmative vote of the
holders of a majority of the Company's  outstanding  shares of common stock. All
of the proposals are permitted by law. If stockholders approve any or all of the
proposed   amendments,   the  Company  will  file  a  Restated   Certificate  of
Incorporation that reflects the proposed  amendments with the Secretary of State
of the  State  of  Delaware.  Each of the  proposed  amendments  adopted  by the
Company's  stockholders  will become effective  regardless of whether any of the
other proposed amendments to be acted upon at the Meeting is adopted.

      In addition to the proposed amendments to the Certificate of Incorporation
and By-laws,  the present  Certificate of Incorporation  authorizes the Board of
Directors to issue shares of Class A Stock having such rights,  preferences  and
privileges as designated by the Board of Directors without stockholder approval.

                                       28
SELLING SHAREHOLDERS

      All of the shares of common stock (the "Shares")  being offered  hereunder
by the Selling  Shareholders  were  acquired  by them,  pursuant to the terms of
their respective employment agreements,  dated as of February 26, 1999 (the "Ash
Employment  Agreement),  July 1, 1997  (the  "Crossley  Employment  Agreement"),
December 22, 1996 (as amended May 1, 1997) (the "Levine Employment  Agreement"),
July 23, 1998 (the "Sanzaro Employment Agreement"), January 18, 1995 (as amended
May 30, 1996) (the "Byrne Employment Agreement) and June 22, 1998 (the "Rapfogel
Employment  Agreement").  All of the Shares being  offered by Messrs.  Crossley,
Sanzaro and Byrne, and Ms. Levine were acquired by them in partial  satisfaction
of salary payments and unreimbursed  cash  expenditures owed to them under their
respective  Employment  Agreements.  All of the shares being  offered by Mr. Ash
were acquired by Mr. Ash as a signing bonus under the Ash Employment  Agreement.
All of the shares being offered by Mr. Rapfogel were acquired by Mr. Rapfogel as
a performance bonus under the Rapfogel Employment Agreement.  The Ash Employment
Agreement,  Crossley Employment Agreement, Levine Employment Agreement,  Sanzaro
Employment  Agreement,   Byrne  Employment  Agreement  and  Rapfogel  Employment
Agreement  are each  individually  negotiated  written  compensation  agreements
pursuant to which the Selling  Shareholders  render  bona fide  services  not in
connection   with  the  offer  or  sale  of  securities  in  a  capital  raising
transaction.  Each of such agreements  constitutes an Employee  Benefit Plan, as
defined in Rule 405 of the Securities Act of 1933. The Ash Employment Agreement,
Crossley Employment Agreement,  Levine Employment Agreement,  Sanzaro Employment
Agreement,  Byrne Employment  Agreement,  and Rapfogel Employment  Agreement may
sometimes  be referred to  hereinafter,  both  singly and  collectively,  as the
"Plan".  For  purposes  of this  Reoffer  Prospectus,  all of the  Shares  being
registered  hereunder  are  "restricted  shares"  insofar as they were issued to
affiliates  or  employees  of the  Registrant  under an  employee  benefit  plan
pursuant  to  a  Securities  Act  exemption   prior  to  their  inclusion  in  a
registration statement on Form S-8, of which this Reoffer Prospectus is a part.

      The table which follows identifies: (i) the Selling Shareholders; (ii) the
Plan pursuant to which the Shares being offered hereby have been acquired; (iii)
the nature of all positions,  offices or other material  relationships which the
Selling Shareholders have had with the Company within the past three years; (iv)
the number of shares of common stock owned by the Selling  Shareholders prior to
the  offering;  (v) the number of shares of common  stock to be offered  for the
account of each of the Selling Shareholders; (vi) the number of shares of common
stock  to be owned by the  Selling  Shareholders  after  the  completion  of the
offering,  and (vii) the percentage of the Company's common stock to be owned by
the Selling Shareholders after completion of the offering.

                                       29
Percentage
                                                                                 Number of                Number of     of Shares
                                                              Positions        Shares Owned  Number of  Shares Owned   Owned After
Selling Shareholder        Compensation Agreement               With              Prior to     Shares     After the        the 
                              (Name of Plan)                  Company             Offering   Offered     Offering      Offering (5)
------------------------------------------------------------------------------------------------------------------------------------
Michael D.A. Ash     Employment Agreement dated as of   Secretary,
                     February 26, 1999                  Treasurer, Chief
                                                        Financial Officer      1,239,145(1)    700,000     539,145           (6)

Alan Crossley        Employment Agreement dated July 1, Director of
                     1997                               European Market
                                                        Development and a
                                                        former director          649,576       649,576           0          0

Frances Katz Levine  Employment Agreement dated         U.S. Corporate and
                     December 22, 1996 (as amended May  Securities Counsel
                     1, 1997)                           and a former officer
                                                        and director           5,308,807(2)    874,287   4,434,520        5.7%

Louis Sanzaro        Employment Agreement dated         President, Director
                     July 23, 1998                      and a former
                                                        consultant             5,259,633       874,287   4,385,346        5.6%

Terence C. Byrne     Employment Agreement dated         Chairman, CEO
                     January 18, 1995 (as amended May   and former
                     30, 1996)                          President             14,424,236(3)(4)  91,873  14,332,363       18.3%

Scott Rapfogel       Employment Agreement dated         Assistant U.S.
                     June 22, 1998                      Corporate and
                                                        Securities Counsel       646,296       350,000     296,296           (6)
====================================================================================================================================
(Notes to This Table Appear on The Following Page)

                                       30
(1)   Includes  300,000  shares  held  by  Loryta   Investments   Ltd.,  a
            corporation  owned by the Loryta Trust,  the  beneficiaries of which
            are Mr. Ash's wife and two children.

      (2)   Includes  3,223,835  shares held of record by Ms.  Levine's  spouse,
            Robert Levine.

      (3)   Includes: (i) 1,415,443 shares held of record by Mr. Byrne as of May
            20, 1999;  (ii) 69,883  shares held of record by Mr.  Byrne's  wife,
            Darla Sapone Byrne,  as of May 20, 1999, over which shares Mr. Byrne
            has voting power pursuant to an irrevocable  proxy granted to him on
            September 27, 1996;  and (iii)  12,938,910  shares held of record by
            Bartholomew  International  Investments,  Ltd.,  as of May 20, 1999,
            which is owned by the Bartholomew Trust, which holds such shares for
            the benefit of Mr. Byrne, his spouse and Mr. Byrne's two sons.

      (4)   Does not include  4,331,092  shares  owned as at May 20, 1999 by The
            NAIS  Corporation  over  which  shares Mr.  Byrne has  voting  power
            pursuant to an irrevocable proxy.

      (5)   Based upon 78,428,779 shares issued and outstanding on May 10, 1999.

      (6)   Less than 1%.

                                       31
PLAN OF DISTRIBUTION

      Except for Messrs.  Byrne and Rapfogel,  none of the Selling  Shareholders
have  offered or sold any shares of the  Company's  Common  Stock  pursuant to a
registration  statement on Form S-8 within the three-month  period preceding the
date hereof. On March 24, 1999 the Company filed Registration Statements on Form
S-8 on behalf of Messrs.  Byrne  (Registration  No.  333-  74941)  and  Rapfogel
(Registration No. 333-74939)  providing for the sale of up to 782, 414 shares by
Mr. Byrne and up to 181,353 shares by Mr. Rapfogel (the "Prior  Shares").  These
Registration  Statements are still  effective.  As of May 17, 1999 Mr. Byrne had
sold 757,000 of these shares and Mr.  Rapfogel had sold 35,057 of these  shares.
For each Selling  Shareholder,  the number of shares offered  hereunder by them,
together  with, the Prior Shares where  applicable,  sold, or to be sold by them
represents  less than one percent of the total number of shares of the Company's
common stock presently issued and outstanding. The Selling Shareholders may sell
all or part of the shares, from time to time, in the over-the-counter market, or
in such other public  market for the Company's  common stock as may develop,  at
market prices then pertaining.  In connection therewith the Selling Shareholders
may  utilize  the  services  of  broker-dealers,   none  of  whom  will  act  as
underwriters  with  respect  to  sales  of the  Shares.  The  names  of any such
brokers-dealers,  who  have  not yet  been  identified,  will be set  forth in a
supplement to this Reoffer Prospectus, to the extent required.

                            DESCRIPTION OF SECURITIES

      The authorized capital stock of the Company consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen million (115,000,000) shares are designated Common Stock par value $.001
per share, and five million (5,000,000) shares are designated Class A Stock, par
value $.001 per share. As at May 10, 1999 there were eighty seven million,  four
hundred twenty eight thousand, seven hundred seventy nine (87,428,779) shares of
Common Stock issued and  outstanding.  The Class A Stock may be issued from time
to time, in one or more classes, or one or more series within any class thereof,
in any manner permitted by law, as determined from time to time by the Company's
board of directors,  and stated in the resolution or  resolutions  providing for
the issuance of such shares adopted by the Company's board of directors pursuant
to authority vested in it in the Company's  Certificate of  Incorporation,  each
class or series to be  appropriately  designated,  prior to the  issuance of any
shares thereof, by some distinguishing  letter, number designation or title. All
shares of stock in such  classes or series may be issued for such  consideration
and have such voting powers,  full or limited,  or no voting  powers,  and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations or restrictions  thereof,
permitted  by law,  as  shall be  stated  and  expressed  in the  resolution  or
resolutions,  providing for the issuance of such shares adopted by the Company's
board of directors pursuant to authority vested in the Company's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of authorized shares) or decreased (but not below the

                                       32
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by the Company's board of directors  pursuant to authority  vested in it
in the Company's Certificate of Incorporation.

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

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

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

                                     EXPERTS

      The financial statements and schedules of the Company and its subsidiaries
included in the  Company's  Annual  Report on Form  10-KSB,  for the fiscal year
ended  June 30,  1998,  which is  incorporated  herein by  reference,  have been
examined by Pinkham & Pinkham,  P.C.,  Certified  Public  Accountants,  and such
financial  statements  and  reports  are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in accounting and auditing.

                                 LEGAL OPINIONS

      The  legality  of the Shares  offered  hereby has been passed upon for the
Company by its corporate and securities  counsel.  Frances Katz Levine serves as
corporate and  securities  counsel to the Company and Scott  Rapfogel  serves as
assistant  corporate and securities  counsel to the Company.  As at May 10, 1999
Ms. Levine and her husband, Robert Levine, were the record and beneficial owners
of approximately  6.1% of the Company's issued and outstanding  common stock and
Scott  Rapfogel  was the  record  and  beneficial  owner of less  than 1% of the
Company's issued and outstanding common stock.

                                       33
INDEMNIFICATION

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

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

                                       34
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.

                                       35
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

      (a)   Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998,  filed  pursuant to Section  15(d) of the  Securities
            Exchange Act of 1934, as amended (the "Exchange Act").

      (b)   Registrant's  quarterly  reports  on  Forms  10-QSB  for the  fiscal
            quarters ended September 30, 1998,  December 31, 1998, and March 31,
            1999,  filed  pursuant to Section  15(d) of the  Exchange  Act,  and
            Registrant's  Current Reports on Form 8-K, dated May 27, 1998 (filed
            with the  Commission  on August 3, 1998),  September 14, 1998 (filed
            with the  Commission on September  18, 1998),  March 17, 1999 (filed
            with the Commission on March 23, 1999),  and May 4, 1999 (filed with
            the Commission on May 18, 1999);

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

Item 4. Description of Securities.

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

                                       36
limited, or no voting powers, and shall have such designations,  preferences and
relative, participating,  optional, or other special rights, and qualifications,
limitations or  restrictions  thereof,  permitted by law, as shall be stated and
expressed in the resolution or  resolutions,  providing for the issuance of such
shares adopted by Registrant's  board of directors  pursuant to authority vested
in Registrant's  Certificate of Incorporation.  The number of shares of stock of
any  class or series  within  any  class,  so set  forth in such  resolution  or
resolutions  may be  increased  (but not above the  total  number of  authorized
shares)  or  decreased  (but  not  below  the  number  of  shares  thereof  then
outstanding) by further resolution or resolutions  adopted by Registrant's board
of directors  pursuant to authority vested in it in Registrant's  Certificate of
Incorporation.

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

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

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

Item 5. Interest of Named Experts and Counsel.

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

                                       37
Item 6. Indemnification of Directors and Officers.

      Registrant'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 Registrant  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
Registrant.  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 Registrant's  By-laws provide for  indemnification of the Registrant'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
Registrant,  or of any other  corporation  which  they  serve as a  director  or
officer  at the  request  of the  Registrant,  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.

                                       38
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,  the Registrant has been
informed  that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by registrant of expenses  incurred in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

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

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

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

10.1           Employment  Agreement  dated  as of  February  26,  1999  between
               Registrant and Michael D.A. Ash

10.2           Employment  Agreement  dated July 1, 1997 between  Registrant and
               Alan Crossley(1)

10.3           Employment  Agreement dated December 22, 1996 between  Registrant
               and Frances Katz Levine(2)

10.4           Amendment, dated May 1, 1997, to Employment Agreement of December
               22, 1996, between the Registrant and Frances Katz Levine(3)

                                       39
10.5           Employment  Agreement  made  as of  July  23,  1998  between  the
               Registrant and Louis Sanzaro (4)

10.6           Employment   Agreement   dated   January  18,  1995  between  the
               Registrant and Terence C. Byrne (5)

10.7           Amendment No. 1 dated May 30, 1996 to Employment  Agreement dated
               January 18, 1995 between the Registrant and Terence C. Byrne (6)

10.8           Employment  Agreement  made  as of  June  22,  1998  between  the
               Registrant and Scott Rapfogel (7)

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

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

(1)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(zz) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1998, which exhibit is incorporated herein by reference.

(2)   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.

(3)   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.

(4)   Filed with the  Securities  and  Exchange  Commission  on July 30, 1998 as
      Exhibit  10.1 to the  Company's  Current  Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

(5)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(rr) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1995, which exhibit is incorporated herein by reference.

(6)   Filed with the Securities and Exchange Commission,  as Exhibit 4.7, to the
      Registration  Statement of the  Registrant on Form S-8  (Registration  No.
      333-5310), which exhibit is incorporated herein by reference.

                                       40
(7)   Filed with the  Securities  and  Exchange  Commission  on July 30, 1998 as
      Exhibit  10.3 to the  Company's  Current  Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

Item 9. Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

                                       41
(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.

                                       42
SIGNATURES

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

                                              THE TIREX CORPORATION

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

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

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

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

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

Majority of the Board of Directors

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

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

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

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

                                       43
INDEX TO EXHIBITS

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

5.1       Opinion of Scott Rapfogel, Esq., regarding the legality
          of the securities being registered under this
          Registration Statement.                                            46

10.1      Employment Agreement dated as of February 26, 1999
          between Registrant and Michael D.A. Ash                            48

10.2      Employment Agreement dated July 1, 1997 between
          Registrant and Alan Crossley(1)

10.3      Employment Agreement dated December 22, 1996 between
          Registrant and Frances Katz Levine(2)

10.4      Amendment, dated May 1, 1997, to Employment Agreement
          of December 22, 1996, between the Registrant and
          Frances Katz Levine(3)

10.5      Employment Agreement made as of July 23, 1998 between
          the Registrant and Louis Sanzaro (4)

10.6      Employment Agreement dated January 18, 1995 between the
          Registrant and Terence C. Byrne (5)

10.7      Amendment No. 1 dated May 30, 1996 to Employment Agreement
          dated January 18, 1995 between the Registrant and
          Terence C. Byrne (6)

10.8      Employment Agreement made as of June 22, 1998 between
          the Registrant and Scott Rapfogel (7)

24.1      Consent of Pinkham & Pinkham, P.C., Certified Public
          Accountants Independent Auditors for the Registrant.               61

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

                                       44
----------

(1)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(zz) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1998, which exhibit is incorporated herein by reference.

(2)   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.

(3)   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.

(4)   Filed with the  Securities  and  Exchange  Commission  on July 30, 1998 as
      Exhibit  10.1 to the  Company's  Current  Report on Form 8-K dated May 27,
      1998, which exhibit is incorporated herein by reference.

(5)   Filed with the  Securities and Exchange  Commission,  as Exhibit 10(rr) to
      the  Registrant's  Annual  Report or Form 10-KSB for the fiscal year ended
      June 30, 1995, which exhibit is incorporated herein by reference.

(6)   Filed with the Securities and Exchange Commission,  as Exhibit 4.7, to the
      Registration  Statement of the  Registrant on Form S-8  (Registration  No.
      333-5310), which exhibit is incorporated herein by reference.

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

                                       45