As filed with the Securities and Exchange Commission on May 21, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE TIREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 3282985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
740 St. Maurice, Suite 201
Montreal, Quebec H3C 1L5
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT
BETWEEN THE TIREX CORPORATION AND
DAVID SINCLAIR
(Full title of the Plan)
Frances Katz Levine
621 Clove Road
Staten Island, NY 10310
(Name and address, including zip code of agent for service)
(718) 981-8485
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share* Price* Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value,
$.001 Per Share,
Pursuant to The Exercise
of Options Granted Under
Consulting Agreement with
David Sinclair ... 454,545 $.1375 $62,500 $18.94
------
TOTAL $100
=============================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the closing bid and
ask prices of the Common Stock of the Registrant as traded in the
over-the-counter market and reported in the Electronic Bulletin Board of the
National Association of Securities Dealers on May 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this registration
statement.
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1998, filed pursuant to Section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) Registrant's quarterly reports on Forms 10-QSB for the fiscal quarters
ended September 30, 1998, December 31, 1998 and March 31, 1999 filed
pursuant to Section 15(d) of the Exchange Act, and Registrant's Current
Reports on Form 8-K, dated May 27, 1998 (filed with the Commission on
August 3, 1998), September 14, 1998 (filed with the Commission on
September 18, 1998), March 17, 1999 (filed with the Commission on March
23, 1999), and May 4, 1999 (filed with the Commission on May 18, 1999).
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the Securities Act and Sections 13(a), 13(c), and 14 of the
Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold, or which
registers all securities then remaining unsold under this registration
statement, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of one hundred twenty
million shares (120,000,000), par value $.001 per share, of which one hundred
fifteen million, (115,000,000) shares are designated Common Stock par value
$.001 per share, and five million (5,000,000) shares are designated Class A
Stock, par value $.001 per share. As at May 10, 1999 there were eighty seven
million, four hundred twenty eight thousand, seven hundred seventy nine
(87,428,779) shares of Common Stock issued and outstanding. The Class A Stock
may be issued from time to time, in one or more classes, or one or more series
within any class thereof, in any manner permitted by law, as determined from
time to time by Registrant's board of directors, and stated in the resolution or
resolutions providing for the issuance of such shares adopted by Registrant's
board of directors pursuant to authority vested in it in Registrant's
Certificate of Incorporation, each class or series to be appropriately
designated, prior to the issuance of any shares thereof, by some distinguishing
letter, number designation or title. All shares of stock in
2
<PAGE>
such classes or series may be issued for such consideration and have such voting
powers, full or limited, or no voting powers, and shall have such designations,
preferences and relative, participating, optional, or other special rights, and
qualifications, limitations or restrictions thereof, permitted by law, as shall
be stated and expressed in the resolution or resolutions, providing for the
issuance of such shares adopted by Registrant's board of directors pursuant to
authority vested in Registrant's Certificate of Incorporation. The number of
shares of stock of any class or series within any class, so set forth in such
resolution or resolutions may be increased (but not above the total number of
authorized shares) or decreased (but not below the number of shares thereof then
outstanding) by further resolution or resolutions adopted by Registrant's board
of directors pursuant to authority vested in it in Registrant's Certificate of
Incorporation.
Registrant's board of directors may determine the times when, the terms
under which and the consideration for which Registrant shall issue, dispose of
or receive subscriptions for its shares, including treasury shares, or acquire
its own shares. The consideration for the issuance of the shares shall be paid
in full before their issuance and shall not be less than the par value per
share. Upon payment of such consideration, such shares shall be deemed to be
fully paid and nonassessable by Registrant.
The holders of shares of Common Stock are entitled to dividends when and
as declared by the Board of Directors from funds legally available therefore
and, upon liquidation, are entitled to share pro rata in any distribution to
shareholders. Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive, conversion or redemption privileges, nor
sinking fund provisions, with respect to the Common Stock.
Stockholders are entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders. The Common Stock does
not have cumulative voting rights. As a result, the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the directors if they choose to do so, and, in such event, the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of Registrant.
Item 5. Interest of Named Experts and Counsel.
Frances Katz Levine, counsel to the Registrant, is employed by Registrant
as its corporate and securities counsel. As at May 10, 1999 Ms. Levine and her
husband, Robert Levine, were the record and beneficial owners of approximately
6.1% of the Registrant's issued and outstanding common stock. Scott Rapfogel,
counsel to the Registrant, is employed by Registrant as its assistant corporate
and securities counsel. Mr. Rapfogel is the record and beneficial owner of less
than 1% of the Registrant's issued and outstanding common stock.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General Corporation
Law ("Section 145"). Pursuant thereto, the Company indemnifies its officers,
directors, employees and agents to the fullest extent permitted for losses and
expenses incurred by them in connection with actions in which they are involved
by reason of their having been directors, officers, employees, or agents of the
Company. Section 145 permits a corporation to indemnify any person who is or has
been a director, officer, employee, or agent of the corporation or who is or has
been serving as a director, officer, employee or agent of another corporation,
organization, or enterprise at the request of the corporation, against all
liability and expenses (including but not limited to attorneys' fees and
disbursements and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties) incurred or paid in connection with any action, suit or
proceeding, whether civil, criminal, administrative, investigative, or
otherwise, in which he or she may be involved by reason of the fact that he or
she served or is serving in these capacities, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no cause o believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation to procure a recovery or judgment in its favor, the corporation
shall not indemnify such person in respect of any claim issue or matter as to
which such person has been adjudged to be liable to the corporation for
negligence or misconduct int he performance of his or her duty to the
corporation, except for such expenses as the Court may allow. Any such person
who has been wholly successful on the merits or otherwise with respect to any
such claim, action, suit or proceeding or with respect to any claim, issue or
matter therein, shall be indemnified as of right against all expenses in
connection therewith or resulting therefrom. The effect of this provision in the
certificate of incorporation is to eliminate the rights of the Registrant and
its stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described above.
The Company's By-laws provide for indemnification of the Company's
officers and directors against all liabilities (including reasonable costs,
expenses, attorney's fees, obligations for payment in settlement and final
judgment) incurred by or imposed upon them in the preparation, conduct or
compromise of any actual or threatened action, suit, or proceeding, whether
civil, criminal, or administrative, including any appeals therefrom and any
collateral proceedings in which they shall be involved by reason of any action
or omission by them in their capacity as a director or officer of the Company,
or of any other corporation which they serve as a director or officer at the
request of the Company, whether or not such person is a director or officer at
the time such liabilities are incurred or any such action, suit, or proceeding
is commenced against them. The indemnification provided by the By-laws does not
extend, however, to certain situations involving misconduct, willful
misfeasance, bad faith, or gross negligence.
4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Except to the extent hereinabove set forth, there is no charter provision,
by-law, contract, arrangement or statute pursuant to which any director or
officer of registrant is indemnified in any manner against any liability which
he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by
reference are as follows:
Exhibit No. Item
- ----------- ----
5.1 Opinion of Scott Rapfogel, Esq., regarding the legality
of the securities being registered under this
Registration Statement.
10.1 Consulting Agreement dated January 1, 1999 between The
Tirex Corporation and David Sinclair
24.1 Consent of Pinkham & Pinkham, P.C., Certified Public
Accountants Independent Auditors for the Registrant.
24.2 Consent of Scott Rapfogel, Esq., counsel for the
Registrant (set forth in the opinion of counsel included
as Exhibit 5.1).
- ----------
5
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities /Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
6
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada, on the 20th day
of May, 1999.
THE TIREX CORPORATION
By:/s/ Terence C. Byrne
--------------------
Terence C. Byrne,
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Terence C. Byrne Chairman of the Board May 20, 1999
-------------------- of Directors and Chief
Terence C. Byrne Executive Officer
/s/ Michael D.A. Ash Secretary, Treasurer May 20, 1999
-------------------- and Chief Financial and
Michael D.A. Ash Accounting Officer
Majority of the Board of Directors
/s/ Terence C. Byrne Director May 20, 1999
- ------------------------------
Terence C. Byrne
/s/ Louis Sanzaro Director May 20, 1999
- ------------------------------
Louis Sanzaro
/s/ Louis V. Muro Director May 20, 1999
- ------------------------------
Louis V. Muro
/s/ Henry Meier Director May 20, 1999
- ------------------------------
Henry Meier
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Item Page
- ----------- ---- ----
5.1 Opinion of Scott Rapfogel, Esq.
regarding the legality of the securities
being registered under this Registration
Statement 10
10.1 Consulting Agreement dated January 1, 1999
between The Tirex Corporation
and David Sinclair 12
24.1 Consent of Pinkham & Pinkham, P.C.,
Certified Public Accountants
Independent Auditors for the Registrant 17
24.2 Consent of Scott Rapfogel, Esq., the
counsel for the Registrant (set
forth in the opinion of counsel
included as Exhibit 5.1)
9
EXHIBIT
5.1
OPINION OF
SCOTT RAPFOGEL, ESQ.
10
<PAGE>
The Tirex Corporation
Office of Corporate Counsel
================================================================================
Frances Katz Levine, Esq.* 621 Clove Road
Scott Rapfogel, Esq.* Staten Island, NY 10310
*Member, New York and Telephone (718) 981-8485
New Jersey Bars Telefax (718) 447-1153
May 20, 1999
The Tirex Corporation
740 St. Maurice
Montreal, Quebec
Canada H3C 1L5
Ladies and Gentlemen:
You have requested my opinion as counsel for The Tirex Corporation Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to four
hundred fifty four thousand, five hundred forty five (454,545) shares of Common
Stock of the Company (the "Shares"), $.001 par value, per share, issuable upon
the exercise of options granted under the Consulting Agreement dated January 1,
1999 between David Sinclair and The Tirex Corporation (the "Consulting
Agreement").
I have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the Securities and Exchange Commission on or about May 21,
1999 (the "Registration Statement"), the Consulting Agreement, the Certificate
of Incorporation of the Company as certified by the Secretary of State of the
State of Delaware, the Bylaws and the minute books of the Company as a basis for
the opinion hereafter expressed.
Based on the foregoing examination, it is my opinion, and I so advise,
that upon issuance and sale in the manner described in the Registrant Statement
and the exhibits thereto, the Shares will be legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Scott Rapfogel
------------------
Scott Rapfogel
11
EXHIBIT
10.1
CONSULTING AGREEMENT
BETWEEN THE TIREX CORPORATION
AND DAVID SINCLAIR
12
<PAGE>
---------------------
THE TIREX CORPORATION
---------------------
RUBBER PRODUCTS MOLDING AND FLOCKING
CONSULTING AGREEMENT
Consulting Agreement, effective as of the 1st day of January, 1999, (the
"Effective Date") between The Tirex Corporation, a Delaware corporation (the
"Corporation"), and David B. Sinclair, 60 Morgan Road, Bale d'Urre, Quebec H9X
3A4 (the "Consultant").
Whereas, the Consultant has substantial technical and business experience
and expertise in equipping, operating, and managing rubber molding and flocking
equipment and plants.
Whereas, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide his services to the Corporation for the said period under the
terms and conditions hereinafter provided.
Now, Therefore, Witnesseth, that for and in consideration of the premises
and of the mutual promises and covenants herein contained, the parties hereto
agree as follows:
1. Employment
The Corporation agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Corporation for
the five-month period commencing as at the date hereof and ending on April 30,
1999 (the "Engagement Period") as a consultant in connection with the
establishment, equipping, operation, and management of a molded rubber products
plant at the Corporation's facility at 3828 St. Patrick, Montreal, PQ, Canada
H4E 1A4.
2. Consulting Services
The services which the Consultant shall render during the Engagement
Period, shall include, advice and opinions to the Corporation concerning: (i)
identification and sourcing of machinery and equipment for the Corporation's
molding operations; (ii) identification and sourcing of flock; (iii)
identification and sourcing of transfer prints; (iv) identification and referral
of management personnel; (v) review and supervision of all sampling; and (vi)
establishing quality control standards.
13
<PAGE>
All such services are to be performed only upon direct authorization from
the Corporation. The Consultant shall have the sole discretion as to the form,
manner and place in which the said consulting services shall be rendered. Unless
the Corporation is in breach of its December 1998 exclusive dealings agreement
with IM2 (the "Tirex/IM2 Agreement") for failure to deliver product in
accordance with the terms of the said Tirex/IM2 Agreement, the Consultant shall
by this agreement, be prevented and barred from rendering services of the same
or similar nature, as herein described, or services of any nature whatsoever,
for or in behalf of persons, firms, or corporations which are in the same
business as that of the Corporation, other than to IM2.
3. Compensation
As compensation for all consulting services rendered by the Consultant
during the Engagement Period pursuant to this Agreement, the Corporation shall
pay to the Consultant an aggregate consulting fee of up to $50,000, at the rate
of $100.00 per hour, for services rendered in accordance with Paragraph 2
hereof. Payment for all services rendered hereunder shall be made, when
invoiced, at the end of the Engagement Period by way of an option, hereby
granted, to purchase, at an exercise price of $.001 per share, the number of
shares of the Corporation's common stock purchasable at the full market price
thereof at such time. The exercise period for the option hereby granted shall be
for a period of six months, commencing on May 1, 1999.
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the TCS-1 Plant or technology which he has heretofore acquired
during his engagement by the Corporation or any of its affiliates or which he
may hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale of
substantially all of its business; provided, however, that the purchaser shall
expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations
14
<PAGE>
of the Corporation under this Agreement, and provided further that the
Corporation shall then fully guarantee the performance of the Agreement by such
affiliate. Consultant agrees that if this Agreement is so assigned, all the
terms and conditions of this Agreement shall obtain between such assignee and
himself with the same force and effect as if said Agreement had been made with
such assignee in the first instance. This Agreement is personal to the
Consultant and shall not be assigned without written consent of the Corporation.
7. Entire Understanding
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
8. Survival of Certain Agreements
The covenants and agreements set forth in Articles 4 hereof shall survive
the expiration of the Engagement Period and shall survive termination of this
Agreement and remain in full force and effect.
9. Notices
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
9.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
The Tirex Corporation
740 St. Maurice, Suite 201
Montreal, Quebec
Canada H3C 1L5
15
<PAGE>
9.3 Any notice to Consultant shall be addressed as follows:
David B. Sinclair
60 Morgan Road
Bale d'Urre, Quebec H9X 3A4
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Delaware.
11. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
11. Prior Agreements
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
In Witness Whereof, the parties hereto have executed the above Agreement
as of the day and year first above written.
THE TIREX CORPORATION
By: /s/ Terence C. Byrne
--------------------
Terence C. Byrne, President
By: /s/ David Sinclair
------------------
David Sinclair, Consultant
16
EXHIBIT
24.1
CONSENT OF PINKHAM & PINKHAM, P.C.
Certified Public Accountants
17
<PAGE>
Pinkham & Pinkham, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
The Tirex Corporation on Form S-8 of our report dated February 9, 1999,
appearing in the incorporated by reference Annual Report on Form 10-KSB of The
Tirex Corporation for the year ended June 30, 1998.
/s/ Pinkham & Pinkham, P.C.
-----------------------
Pinkham & Pinkham, P.C.
Certified Public Accountants
May 11, 1999
Cranford, New Jersey
514 Centennial Avenue, Cranford, N.J. 07016 Tel.: 908-653-1710 Fax: 908-65301713
18
