Worldwide Holdings Delaware Corp – ‘PRE 14C’ for 6/6/02

On:  Tuesday, 6/11/02, at 5:52pm ET   ·   As of:  6/12/02   ·   For:  6/6/02   ·   Accession #:  788738-2-145   ·   File #:  33-24108-D

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement                8     32K 

Document Table of Contents

PRE 14C
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDED SCHEDULE 14C INFORMATION

CURRENT REPORT

 PURSUANT TO SECTION 14(C)
of the
 SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 6, 2002

TRSG Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

        74315V 10 6                      87-045382
        -----------                      ---------
                     (CUSIP Number)       (IRS Employer Identification Number)

 c/o Richard Bailey, President
3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
(Address of principal executive offices)

(702) 938-9316
(Registrant's telephone number, including area code)

 We Are Not Asking You For a Proxy
 AND
You Are Requested Not to Send Us A Proxy

Check the appropriate box:                                                      
[ X]     Preliminary Information Statement                    
[   ]    Confidential, for Use of the Commission Only         
(as permitted by Rule 14c-5(d)(2)           
[   ]    Definitive Information Statement                     

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 -------------------
TRSG Corporation
(Name of Registrant as Specified in its Charter)
--------------------

------------------------------------------------------------------------------- 

Payment of Filing Fee (Check the appropriate box):                              

[X ]     No fee required.                                                       
[   ]    Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
    1) Title of each class of securities to which transaction applies:
 2) Aggregate number of securities to which transaction applies:
     3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 0                 
4) Proposed maximum aggregate value of transaction: 0         
5) Total fee paid:                                            

[ ] Fee paid previously with preliminary materials.                             
[        ] Check box if any part of the fee is offset as provided by            
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous 
filing by registration statement number, or the Form or       
Schedule and the date of its filing. 1) Amount Previously     
Paid:                                                         
2) Form, Schedule or Registration No.:                        
3) Filing Party:                                              
4) Date Filed                                                 

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TRSG CORPORATION
 3095 East Patrick Lane, Suite 1
 Las Vegas, Nevada 89120

 Notice of Action by Written Consent
 of a Majority of the Outstanding Common Stock
 to be taken on July 8, 2002

To the Stockholders of TRSG Corporation.:                                       

Notice is hereby given that upon Written Consent by the holder of a majority of 
the outstanding shares of common stock of TRSG Corporation (the "Company"), the 
number of authorized $0.001 par value shares of the Common Stock of the Company 
will be increased from 200,000,000 to 2,000,000,000. The number of preferred    
shares authorized remains at 5,000,000. The change will be effective on July 8, 
2002                                                                            

Only stockholders of record at the close of business on May 15, 2002 shall be   
given Notice of the Action by Written Consent. The Company is not soliciting    
proxies.                                                                        

                                            By Order of the Board of Directors

                                         ___/s/ Richard Bailey______
                                        ------------------
                                           Richard Bailey, President

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This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the    
Company's Articles of Incorporation.                                            

 ITEM 1.

 INFORMATION STATEMENT

This information statement is being furnished to all holders of the common stock
of TRSG Corporation, a Delaware Corporation ("TRSG "), in connection with       
resolutions of the Board of Directors and the written consent of holders of in  
excess of 50% of the common stock of TRSG providing for an amendment to TRSG 's 
Articles of Incorporation increasing TRSG's authorized common shares from       
200,000,000 shares of $0.001 par value common stock to 2,000,000,000 shares of  
$0.001 par value common stock.                                                  

The Board of Directors and a person owning the majority of the outstanding      
voting securities of TRSG have unanimously adopted, ratified and approved       
resolutions to effect the recapitalization. No other votes are required or      
necessary. See the caption "Vote Required for Approval," below. The Amendment   
will be filed and became effective on July 8, 2002.                             

The authorized shares of TRSG are being increased so that there are sufficient  
shares available to allow the Company flexibility in its ability to issue shares
to raise capital or to acquire additional properties or businesses. The Company 
has no definitive plans at the present to issue any of the additional           
800,000,000 shares being authorized by the amendment to its Articles of         
Incorporation, However, should an opportunity arise to raise additional capital 
or to make an acquisition which the Board of Directors determine may be         
beneficial to the Company, the additional shares may be used for that purpose.  

The Form 10-QSB filed by TRSG with the Securities and Exchange Commission may be
viewed on the Securities and Exchange Commission's web site at www.sec.gov in   
the Edgar Archives. TRSG is presently "current" in the filing of all reports    
required to be filed by it. See the caption "Additional Information," below.    

 DISSENTER'S RIGHTS OF APPRAISAL

The General Corporation Law of the State of Delaware ("the Delaware Law") does  
not provide for dissenter's rights of appraisal in connection with the          
Recapitalization.                                                               

 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Board of Directors has fixed the close of business on May 15, 2002 as the   
record date for the determination of the common shareholders entitled to notice 
of proposed action by written consent.                                          

At the record date, the Company had outstanding 46,693,731 shares of $0.001 par 
value common stock. One shareholder holds a controlling interest of 24,448,660  
(52.37%) shares of the $0.001 par value common stock of the Company as of the   
record date, representing more than a majority of the company's outstanding     
common stock. The shareholder, Richard Bailey has consented to the action       
required to effect the proposed amendment to the Company's Articles of          
Incorporation. This consent will be sufficient, without any further action, to  
provide the necessary stockholder approval of the action.                       

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, 
DIRECTORS AND FIVE PERCENT STOCKHOLDERS 

The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of May
15, 2002 by (i) each person who is known by the Company to own beneficially more
than five percent (5%) of the outstanding shares of Common Stock; (ii) each of  
the Company's named Executive Officers and Directors; and (iii) all Directors   
and Executive Officers as a group:                                              

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                                                        [Enlarge/Download Table]

                                                                                       
Title of Class   Name and Address of Beneficial  Amount and nature of  Percent of Class
                           Ownership             Beneficial Ownership                  
    Common              Richard Bailey1               24,448,660            52.37%     
    Stock       3095 East Patrick Lane, Suite 1                                        
                    Las Vegas, Nevada 89120                                            
    Common             Florian R. Ternes                                               
    Stock       3095 East Patrick Lane, Suite 1        2,000,000            4.28%      
                    Las Vegas, Nevada 89120                                            
    Common             Richard D. Surber2              3,078,202            6.59%      
    Stock        268 West 400 South, Suite 300                                         
                   Salt Lake City, Utah 84101                                          
    Common       Hudson Consulting Group, Inc.         3,024,202            6.48%      
    Stock        268 West 400 South, Suite 300                                         
                   Salt Lake City, Utah 84101                                          
    Common         Gateway Distributors, Ltd.         21,448,660            45.93%     
    Stock       3095 East Patrick Lane, Suite 1                                        
                    Las Vegas, Nevada 89120                                            
    Common         Feng Shui Consulting, Inc.          2,500,000            5.35%      
    Stock         3809 South West Temple # 1D                                          
                   Salt Lake City, Utah 84115                                          
    Common         All Executive Officers and         26,448,660            56.64%     
    Stock             Directors as a Group                                             

As of May 15, 2002, the Company had 46,693,731 shares of its common voting stock
issued and outstanding.                                                         

VOTE REQUIRED FOR APPROVAL

Section 228 of the Delaware corporation laws provides that any action required  
to be taken at a special or annual meeting of the stockholders of a Delaware    
corporation may be taken by written consent, in lieu of a meeting, if the       
consent is signed by stockholders owning at least a majority of the voting      
power. The Shareholders of TRSG owning a majority in excess of 50% of TRSG's    
issued and outstanding common stock, have executed and approved the             
Shareholders' Consent Letter authorizing the replacement of TRSG's current Board
of Directors and executive officers (See the heading "Voting Securities and     
Principal Holders Thereof" above). No further votes are required or necessary to
effect the proposed amendment.                                                  

The securities that would have been entitled to vote if a meeting was required  
to be held to amend the Company's Articles of Incorporation consist of issued   
and outstanding shares of the Company's $0.001 par value common voting stock    
outstanding on May 15, 2002 the record date for determining shareholders who    
would have been entitled to notice of and to vote on the proposed amendment to  
TRSG's Articles of Incorporation.                                               

1 Shares are attributed to Mr. Bailey as president of Gateway Distributors,   
Ltd., which corporation is the owner of 21,448,660 shares.                      

2 Mr. Surber owns no shares. 3,078,202 shares are beneficially attributed to  
Mr. Surber from shares owned by Oasis International Hotel & Casino, Inc.        
(54,000) shares and Hudson Consulting Group, Inc. (3,024,202).                  

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 ITEM 2.

STATEMENT THAT PROXIES ARE NOT SOLICITED

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 ITEM 3.

 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any          
substantial interest, direct or indirect, by security holdings or otherwise, in 
the proposed amendment to TRSG 's Articles of Incorporation or in any action    
covered by the related resolutions adopted by the Board of Directors, which is  
not shared by all other stockholders.                                           

ADDITIONAL INFORMATION

Additional information concerning TRSG , including its Form 10-SB initial       
registration statement and quarterly reports on Form 10-QSB for the past two    
quarters, which have been filed with the Securities and Exchange Commission, may
be accessed through the EDGAR archives, at www.sec.gov.                         

Dated: June 6, 2002                                                             

                                  By Order of the Board of Directors

                  /s/ Richard Bailey
                                   -----------------------------------
                         Richard Bailey, President

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 Exhibit "A"

 STATE of DELAWARE
 CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION

First: That at a meeting of the Board of Directors of TRSG Corporation, a       
resolution was duly adopted setting forth a proposed amendment of the           
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and resulting in the entry of Shareholder Consent to Action without a 
Meeting by the fifty two percent shareholder of said corporation approving the  
proposed action. The resolution setting forth the proposed amendment is as      
follows:                                                                        

Resolved, That the following amendment increasing the authorized common stock   
from 200,000,000 to 2,000,000,000 shares was adopted                            

Second:   The necessary number of shares as required by statute were voted in   
favor of the amendment.                                                         

Third: That the said amendment was duly adopted in accordance with the          
provisions of Section 228 of the General Corporation Law of the State of        
Delaware.                                                                       

Fourth: That the capital of said corporation shall not be reduced               
under or by reason of said amendment.                                           

                                                BY:    /s/ Rick Bailey
                                                       Rick Bailey
                                                     President

State of Nevada      )                                                          
)ss.              
County of Clark      )                                                          

On the 8th day of July, 2002, personally appeared before me Rick Bailey who,    
being duly sworn, deposed and stated that he is the President of TRSG           
Corporation and that he executed the above Certificate of Amendment of          
Certificated of Incorporation as President of the said corporation pursuant to a
duly adopted resolution of the Board of Directors of the said corporation and a 
duly adopted consent of the majority shareholder of the corporation             

Dated this 8th day of June, 2002                                                
                                            ----------------------------------
My Commission Expires:                                            Notary Public 

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 Exhibit "B"

TRSG Corp.
3095 E Partick Suite 1
 Las Vegas, Nevada 89120
Telephone (702) 940-1029
June 6, 2002                                                                    

Alex Shukhman                                                                   
Securities and Exchange Commission                                              
Division of Corporation Finance                                                 
450 Fifth Street, N.W.                                                          
Washington D.C. 20549                                                           

Re:      TRSG Corporation                                                       
Preliminary Form 14C                                          
File No. 33-24108-D                                           

Dear Mr. Shukhman:                                                              

Thank you for your comments on the submission of the Form 14C filed by TRSG     
Corporation. The following is the detailed responses to your comment. We have   
made the referenced revision and re-filed the preliminary Form 14C.             

Item 1. Information Statement, Page 4                                           

Comment           1. State whether you have any present intention to issue any  
of the newly authorized shares.             

           Response: At page four of the Form 14 C under the title
              "Information Statement" Paragraph three has been added and
reads                                       

                          The authorized shares of TRSG are being increased so
                         that there are sufficient shares available to allow
                     the Company flexibility in its ability to issue
                      shares to raise capital or to acquire additional
                  properties or businesses. The Company has no
                         definitive plans at the present to issue any of the
                           additional 800,000,000 shares being authorized by the
                          amendment to its Articles of Incorporation, However,
                     should an opportunity arise to raise additional
                          capital or to make an acquisition which the Board of
                           Directors determine may be beneficial to the Company,
                         the additional shares may be used for that purpose.
Thank you for your assistance. Please contact me via Fax or phone if you have   
any further comments or questions.                                              

Sincerely,                                                                      

TRSG Corporation                                                                

/s/ Richard Bailey                                                  
------------------------------------------------------------------              
Richard Bailey, President                                                     
Enclosure                                                                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		7/8/02		3		4
Filed as of:		6/12/02							S-8
Filed on:		6/11/02							S-8 POS
For Period End:		6/6/02		1		8
		5/15/02		3		5			NT 10-Q,  PRE 14C
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