Trimfast Group Inc – ‘S-8 POS’ on 12/9/04

On:  Thursday, 12/9/04, at 4:52pm ET   ·   Effective:  12/9/04   ·   Accession #:  1200952-4-1044   ·   File #:  333-120981

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     8     30K 

Document Table of Contents

S-8 POS
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TRIMFAST GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada                                      32-0038621      
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                  

1201 City Place, Edgewater, New Jersey                                 07020  
(Address of Principal Executive Offices)                              (Zip Code)

 Consultants Compensation to Keith Wales

 Corporation Trust Company of Nevada
 6100 Neil Road, Suite 500
Reno, NV 89511
(Name, address, and telephone number of agent for service)

Copies to:

 Robert C. Laskowski, Esq.
 520 SW Yamhill, Suite 600
 Portland, Oregon 97204-1329
(503) 241-0780

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

----------------------- ------------------ ------------------------ ------------------------- -----------------
                                                                              Proposed                         
                                                    Proposed                  maximum              Amount of   
Title of securities          Amount to          maximum offering         aggregate offering      registration  
to be registered           be registered        price per share                price                  fee      
                                (1)                   (2)                       (2)                   (3)      
----------------------- ------------------ ------------------------ ------------------------- -----------------
                                                                                                               
Common Stock,                                                                                                  
par value $0.001             1,100,000               $ 0.35                  $ 385,000              $49.00     
per share                      shares                                                                          
----------------------- ------------------ ------------------------ ------------------------- -----------------

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(1)      This filing registers 1,100,000 shares of registrant's common stock,   
par value $0.001 per share (the "Common Stock"), to be issued to Keith Wales for
consulting and advisory services to provided to the registrant.                 

(2)      Estimated solely for purposes of calculating the registration fee in   
accordance with the Securities Act of 1933, as amended, based on the closing    
price for the Common Stock in the over- the-counter market on December 1, 2004. 

(3)      Calculated in accordance with Section 6(b) of the Securities Act of    
1933, as amended (the "Act"), and Securities and Exchange Commission ("SEC")    
Rule 457(h) promulgated under the Act.                                          

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Information required by Part I is permitted to be omitted.

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.                               

        The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:                                    

         (a)      Company's annual report on Form 10-KSB for year ended December
             31, 2003, filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange
Act");                                      

        (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
             the Exchange Act since the end of the year covered by the
            annual report referred to in (a) above, specifically the
         quarterly report on Form 10Q-SB for the quarter ended
September 30, 2004.                         

       All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange  
Act, prior to the filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all securities    
then remaining unsold, shall be deemed to be incorporated by reference herein   
and to be a part hereof from the date of filing of such documents.              

ITEM 4.  DESCRIPTION OF SECURITIES.                                             

Not applicable.                                               

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ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

Not applicable.                                               

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

     In addition to any rights of indemnification that may be granted to
directors and officers under the Nevada Business Corporation Code, as amended,  
Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify         
directors and officers against liabilities that they may incur in such          
capacities.                                                                     

       The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was  
an officer or director of Company against certain liabilities and expenses if:  
(i) the officer or director acted in good faith; (ii) the officer or director   
reasonably believed the actions were in or not opposed to Company's best        
interest; and (iii) in the case of a criminal proceeding, the officer or        
director had no reasonable cause to believe that the conduct was unlawful. In   
the case of any proceeding by or in the right of Company, an officer or director
is entitled to indemnification to the fullest extent permitted by law if the    
officer or director acted in good faith and in a manner the officer or director 
reasonably believed was in or not opposed to Company's best interest.           

      An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the 
officer or director in which the officer or director is adjudged liable on the  
basis that personal benefit was improperly received; or (ii) in connection with 
any proceeding initiated by such person against Company, its directors,         
officers, employees, or other agents.                                           

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.                                   

Not Applicable                                                

ITEM 8.  EXHIBITS.                                                              

       The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.                       

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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:   

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

                        (b)      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 thereto)
                                which, individually or in the aggregate,
                             represent a fundamental change in the
                                 information set forth in the registration
  statement;

                       (c)      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)(a) and
                         A(1)(b) 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 Exchange Act that are incorporated by
              reference in the registration statement.

               (2)      That, for the purpose of determining any liability
                       under the Act, 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 Act, each
                filing of the registrant's annual report pursuant to Section
          13(a) or Section 15(d) of the Exchange Act (and, where
                applicable, each filing of an employee benefit plan's annual
                 report pursuant to Section 15(d) of the Exchange Act) 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
                Act may be permitted to directors, officers, and controlling
              persons of the registrant pursuant to the above-referenced
                  provisions, or otherwise, the registrant has been advised that
             in the opinion of the SEC 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             

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                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.                 

SIGNATURES

     Pursuant to the requirements of the Act, as amended, 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 Edgewater, New Jersey on December 2, 2004.                       

TRIMFAST GROUP, INC.                                                            

By:      /s/ KENNETH HILOWITZ                                                   
----------------------------------                            
Kenneth Hilowitz                                              
President                                                     

POWER OF ATTORNEY                                                               

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Kenneth Hilowitz and Gene Foland, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power 
of substitution for him or her in any and all capacities, to sign any and all   
amendments or post-effective amendments to this registration statement, and to  
file the same, with all exhibits thereto and other documents in connection      
therewith, with the SEC, granting unto each such attorney and agent full power  
and authority to do any and all acts and things necessary or advisable in       
connection with such matters, and hereby ratifying and confirming all that each 
such attorney and agent, or his substitute or substitutes, may lawfully do or   
cause to be done by virtue hereof.                                              

      Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)   
indicated:                                                                      

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Principal Executive Officer:                         Date:                      

/s/ KENNETH HILOWITZ                                 December 2, 2004           
----------------------------------                                              
Kenneth Hilowitz                                                                
President                                                                       

Principal Financial Officer:                                                    

/s/ KENNETH HILOWITZ                                 December 2, 2004           
----------------------------------                                              
Kenneth Hilowitz                                                                

Directors:                                                                      

/s/ KENNETH HILOWITZ                                 December 2, 2004           
----------------------------------                                              
Kenneth Hilowitz                                                                
Director                                                                        

/s/ GENE FOLAND                                      December 2, 2004           
----------------------------------                                              
Gene Foland                                                                     
Director                                                                        

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 INDEX TO EXHIBITS

Exhibit Number (1)                  Exhibit                                Page 
--------------                      -------                                ---- 
4.2                                  Bylaws                                 *   
(relevant portions only)
5.1                   Opinion of Robert C. Laskowski, Esq.                  7   
(regarding legality)
23.1                  Consent of Robert C. Laskowski, Esq.                  7   
(included in Exhibit 5.1) 

23.2                   Consent of Timothy L. Steers, CPA                    8   

24.1                           Power of Attorney                            5   
(see page 5 of this registration statement) 

*        Incorporated by reference.                                             

(1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not        
applicable.                                                   

Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).    

 ROBERT C. LASKOWSKI
 Attorney at Law
 520 SW Yamhill, Suite 600
 Portland, Oregon 97204-1329
 Telephone: (503) 241-0780
 Facsimile: (503) 227-2980

December 2, 2004

To the Board of Directors                                                       
Trimfast Group, Inc.                                                            
Gentlemen:                                                                      

  We have acted as counsel for Trimfast Group, Inc. ("Company") in
connection with the preparation and filing of a Registration Statement on Form  
S-8 under the Securities Act of 1933, as amended, covering 1,100,000 shares of  
Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to  
Keith Wales. We have reviewed the corporate action of Company in connection with
this matter and have examined and relied upon such documents, corporate records,
and other evidence as we have deemed necessary for the purpose of this opinion. 
     Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and sold pursuant to the Agreement, legally    
issued, fully paid, and non-assessable.                                         
      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.                                                         

                     Very truly yours,

                           /s/ ROBERT C. LAKSOWSKI

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Exhibit 23.2      Consent of Independent Auditors                               

 (Letterhead of Timothy L. Steers, CPA, LLC)

We consent to the incorporation by reference in the foregoing 
Registration Statement on Form S-8 of Trimfast Group, Inc. of our report dated  
March 9, 2004 on our audits of the balance sheets of Trimfast Group, Inc. as of 
December 31, 2003 and 2002 and the related statements of operations,            
stockholders' equity (deficit) and cash flows for each of the two years in the  
period ended December 31, 2003.                                                 

                           /s/ Timothy L. Steers

December 2, 2004                                                                
Portland, Oregon                                                                

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/9/04
		12/2/04		5		8
		12/1/04		2
		9/30/04		2					10QSB,  NT 10-Q
		3/9/04		8
		12/31/03		2		8			10KSB
		12/31/02		8					10KSB
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