File No. 000-27103
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As filed with the Securities & Exchange Commission on August 4, 2000
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRIWEST MANAGEMENT RESOURCES CORP.
(Name of small business issuer in its charter)
Nevada
(State or jurisdiction of Incorporation or organization)
6770
(Primary Standard Industrial Identification No.)
98-0204700
(I.R.S. Employer Classification No.)
Suite 1500
885 West Georgia Street
Vancouver, B.C.
V6C 3E8 Canada
(Address of principal place of business or intended principal place of business)
Jason John
Triwest Management Resources Corp.
Suite 1500
885 West Georgia Street
Vancouver, B.C.
V6C 3E8 Canada
(604)687-0717
(Name, address and telephone number of agent for service)
Copies to:
Gerald R. Tuskey, Personal Law Corporation
Suite 1000, 409 Granville Street
Vancouver, B.C.
V6C 1T2 Canada
(604)681-9588
<PAGE>
Approximate date of proposed sale to the public: As soon as practicable after
this registration statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------- ------------------- ------------------------- -------------------------- ---------------------
TITLE OF EACH
CLASS OF PROPOSED PROPOSED AMOUNT OF
SECURITIES TO AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE PER UNIT (1) OFFERING PRICE FEE
----------------------- ------------------- ------------------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $1.00 $100,000 $26.40
Par value
$0.0001
----------------------- ------------------- ------------------------- -------------------------- ---------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet Showing the Location in Prospectus of Information Required
by Items of Form SB-2:
<TABLE>
<CAPTION>
ITEM NO. REQUIRED ITEM LOCATION OF CAPTION IN PROSPECTUS
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<S> <C> <C>
1. Forepart of the Registration Statement and Cover Page; Outside Front Page of Prospectus
Outside Front Cover of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages of
of Prospectus Prospectus
3. Summary Information and Risk Factors Prospectus Summary; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary - Determination of
Offering Price; Risk Factors; Plan of
Distribution
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
10. Director, Executive Officer, Management and Management
Promoters and Control Persons
11. Security Ownership of Certain Beneficial Principal Shareholders
Owners and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Counsel Not Applicable
14. Disclosure of Commission Position on Disclosure of Commission Position on
Indemnification for Securities Act Indemnification for Securities Act
Liabilities Liabilities
15. Organization within Last Five Years Management, Certain Relationships and Related
Transactions
16. Description of Business Business
17. Management's Discussion and Analysis or Plan of Operation
Plan of Operation
18. Description of Property Description of Property
19. Certain Relationships and Related Certain Relationships and Related
Transactions Transactions
20. Market for Common Equity and Related Prospectus Summary, Market for Our Common
Stockholder Matters Stock; Share Eligible for Future Sale
21. Executive Compensation Executive Compensation
22. Financial Statements Financial Statements
23. Changes in and Disagreements with Not Applicable
Accountants on Accounting and Financial
Disclosure
PART II
24. Indemnification of Directors and Officers Indemnification of Directors and Officers
25. Other Expenses of Issuance and Distribution Other Expenses of Issuance and Distribution
26. Recent Sales of Unregistered Securities Recent Sales of Unregistered Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
</TABLE>
<PAGE>
INITIAL PUBLIC OFFERING
PROSPECTUS
TRIWEST MANAGEMENT RESOURCES CORP.
100,000 SHARES OF COMMON STOCK
$1.00 PER SHARE
Triwest Management Resources Corp. is a startup company organized in the State
of Nevada as a blank check company. Our sole purpose at this time is to locate
and consummate a merger or acquisition with a private entity.
We are offering these shares through our president, Mr. Jason John, without the
use of a professional underwriter. We will not pay commissions on stock sales.
This is our initial public offering, and no public market currently exists for
our shares. The offering price may not reflect the market price of our shares
after the offering.
This offering will expire 12 months from the effective date of this prospectus.
The offering may be extended for an additional 90 days in our discretion.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Offering Information
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Initial public offering price $1.00 $100,000.00
Underwriting discounts/commissions $0.00 $0.00
Estimated offering expenses $0.00 $0.00
Net offering proceeds to Triwest Management $1.00 $100,000.00
Resources Corp.
</TABLE>
The date of this Prospectus is August 4, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PROSPECTUS SUMMARY................................................................................................3
LIMITED STATE REGISTRATION........................................................................................5
SUMMARY FINANCIAL INFORMATION.....................................................................................5
RISK FACTORS......................................................................................................5
We have no operating history or revenue which would permit you to judge the probability of our success.........5
Money you invest will be unavailable for your use for an extended period of time...............................5
The amount of money we are raising may not be enough for us to succeed financially or to fund the development
of our business acquisition....................................................................................6
We have no funds and do not have a full time management team that can conduct a complete investigation and
analysis of a target, merger or acquisition candidate. We may not find a suitable candidate...................6
A change in control of the company and change in management may occur which could adversely affect our
success........................................................................................................6
There is no market on which our shares trade and there is a limited number of states in which you may sell
your shares which severely limits your liquidity...............................................................6
We have no agreement for a business combination or other transaction in place..................................6
Our management is under no contractual obligation to remain with us and their departure could cause our
business to fail...............................................................................................7
Our sole director and officer is affiliated with other blank check companies which creates a conflict of
interest.......................................................................................................7
Our proposed acquisition may result in new management and a loss of control of corporate affairs...............7
We will not engage professional underwriters to help sell our shares...........................................7
Determination of Offering Price................................................................................8
Management may sell shares at a premium to the price paid to other shareholders................................8
HOW RULE 419 PROTECTS YOU UNTIL WE FIND AN ACQUISITION CANDIDATE..................................................8
DILUTION..........................................................................................................9
USE OF PROCEEDS..................................................................................................10
CAPITALIZATION...................................................................................................11
DESCRIPTION OF BUSINESS..........................................................................................11
PLAN OF OPERATION................................................................................................12
DESCRIPTION OF PROPERTY..........................................................................................14
PRINCIPAL SHAREHOLDERS...........................................................................................14
MANAGEMENT.......................................................................................................15
EXECUTIVE COMPENSATION...........................................................................................16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................................................17
LEGAL PROCEEDINGS................................................................................................17
MARKET FOR OUR COMMON STOCK......................................................................................17
DESCRIPTION OF SECURITIES........................................................................................18
SHARES ELIGIBLE FOR FUTURE RESALE................................................................................19
WHERE CAN YOU FIND MORE INFORMATION?.............................................................................19
REPORTS TO STOCKHOLDERS..........................................................................................20
PLAN OF DISTRIBUTION.............................................................................................20
LEGAL MATTERS....................................................................................................21
EXPERTS..........................................................................................................21
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFCATION FOR SECURITIES ACT LIABILITIES...............................21
FINANCIAL STATEMENTS.............................................................................................22
INDEMNIFICATION OF OFFICERS AND DIRECTORS........................................................................24
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION......................................................................24
RECENT SALES OF UNREGISTERED SECURITIES..........................................................................24
</TABLE>
2
<PAGE>
PROSPECTUS SUMMARY
We are a blank check company subject to Rule 419. We were organized as a vehicle
to acquire or merge with another business or company. We have no present plans,
proposals or agreements to acquire or merge with any specific business or
company nor have we identified any specific business or company for
investigation and evaluation for a merger with us. Since our organization, our
activities have been limited to the sale of initial shares for our organization
and to producing a prospectus for our initial public offering. We will not
engage in any substantive commercial business following the offering. We
maintain our office at Suite 1500, 885 West Georgia Street, Vancouver, British
Columbia, V6C 3E8. Our phone number is (604)687-0717.
The Offering
<TABLE>
<CAPTION>
<S> <C>
Securities offered by the Company: 100,000 shares of common stock, $0.0001 par value,
being offered at $1.00 per share.
Common stock outstanding prior to the offering: 500,000 shares
Common stock to be outstanding after the 600,000 shares
offering:
</TABLE>
Expiration Date
---------------
This offering will expire 12 months from the date of this prospectus. There is
no minimum number of securities that must be sold in the offering. The offering
may be extended for an additional 90 days in our discretion.
Prescribed Acquisition Criteria
-------------------------------
Rule 419 requires that, before the cash and shares from this offering can be
released, we must sign an agreement to acquire a business meeting certain
criteria. The agreement must provide for the acquisition of a business or assets
for which the fair value represents at least 80% of the maximum offering
proceeds. The agreement must include a requirement that the number of investors
representing 80% of the maximum offering proceeds must elect to reconfirm their
investment. For purposes of the offering, the fair value of the business or
assets to be acquired must be at least $80,000 (80% of $100,000).
Post-Effective Amendment
------------------------
Once the agreement governing the acquisition of a business meeting the required
criteria has been signed, Rule 419 requires us to update the registration
statement with a post-effective amendment. The post-effective amendment must
contain information about the business to be purchased including audited
financial statements, the results of this offering and the use of the money
disbursed from the escrow account. The post-effective amendment must also
include the terms of the reconfirmation offer required by Rule 419. The
reconfirmation offer must include
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<PAGE>
certain prescribed conditions that must be satisfied before the cash and shares
can be released from escrow.
Reconfirmation Offering
-----------------------
The reconfirmation offer must be made after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation offer
must include the following conditions:
The prospectus contained in the post-effective amendment will be sent to
each investor whose shares are held in the escrow account within 5 business
days after the effective date of the post-effective amendment.
Each investor will have no fewer than 20 and no more than 45 business days
from the effective date of the post-effective amendment to notify us in
writing that the investor elects to remain an investor.
If we do not receive written notification from any investor within 45
business days following the effective date, the portion of the funds and
any related interest or dividends held in the escrow account on the
investor's behalf will be returned to the investor within 5 business days
by first class mail.
The acquisition will be closed only if a minimum number of investors
representing 80% of the maximum offering proceeds equaling $80,000 elect to
reconfirm their investment.
If an acquisition has not closed within 18 months of the effective date of
this prospectus, the funds held in the escrow account will be returned to
all investors on a proportionate basis within 5 business days by first
class mail.
Release Of Securities And Funds
-------------------------------
The cash from this offering will be released to us, and the shares will be
released to you, only after:
The escrow agent has received a signed representation from us that:
We have signed an agreement for the acquisition of a business whose fair
market value represents at least 80% of the maximum offering proceeds and
have filed the required post-effective amendment.
The post-effective amendment has been declared effective.
We have satisfied all of the prescribed conditions of the reconfirmation
offer.
We have closed the acquisition of a business with a fair value of at least
80% of the maximum proceeds.
4
<PAGE>
LIMITED STATE REGISTRATION
Our common shares may not be sold by us or resold by you in the states of
Alaska, Arizona, Idaho, Illinois, Iowa, Kansas, Kentucky, Maryland,
Massachusetts, Missouri, Nebraska, North Dakota, Pennsylvania, South Dakota,
Tennessee, Utah, Vermont and Washington.
SUMMARY FINANCIAL INFORMATION
The table below contains certain summary historical financial data. The
historical financial data for the year ended March 31, 2000 has been derived
from our audited financial statements which are contained in this Prospectus.
March 31, 2000
INCOME STATEMENT:
<TABLE>
<CAPTION>
Fiscal Year Ended
March 31, 2000
(Audited)
<S> <C>
Revenue $0.00
Expenses $15,956.00
Net Income (loss) $(15,956.00)
Basic Earnings (loss) per share ($0.03)
Number of Common Shares Outstanding 500,000
BALANCE SHEET (at end of period)
Total Assets $0.00
Total Liabilities $1,570.00
Total Shareholders Equity (Net Assets) $(1,570.00)
Net Income (loss) per share on a fully diluted basis ($0.03)
</TABLE>
RISK FACTORS
An investment in our business is risky and could result in a loss of your entire
investment. The risk factors include the following:
We have no operating history or revenue which would permit you to judge the
probability of our success.
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We have no operating history nor any revenues from operations since our
incorporation. We have no significant assets or financial resources. Our lack of
operating history makes it very difficult for you to make an investment decision
based upon our managerial skill or ability to successfully complete a merger
with an acquisition candidate. In the event our business fails as a result of
our lack of experience, you could lose your entire investment.
Money you invest will be unavailable for your use for an extended period of
time.
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It is likely that we will require many months to locate an acquisition
candidate. It is possible that you will have to wait 18 months from the
effective date of this prospectus for the return of your funds without interest.
Your funds will be unavailable for any other use during this period. Any money
you invest in us will be returned only in the event investors representing 80%
of the
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<PAGE>
maximum offering proceeds do not elect to reconfirm their investment in the
business combination which we may select.
The amount of money we are raising may not be enough for us to succeed
financially or to fund the development of our business acquisition.
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As of March 31, 2000, we had $0.00 in assets and $1,570 in liabilities. We had
$0.00 in our treasury. Even if all the shares which we are offering are sold,
the proceeds may not be enough for us to fund the development of our acquisition
candidate. Many of the acquisition candidates we will be reviewing will require
large sums of money to succeed, perhaps even millions of dollars. If we are
unable to raise additional financing, our company could fail and you could lose
your entire investment.
We have no funds and do not have a full time management team that can conduct a
complete investigation and analysis of a target, merger or acquisition
candidate. We may not find a suitable candidate.
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We do not have funds to hire skilled managers and current management of our
company has limited time to complete a full investigation of potential
acquisition candidates. As a result, we may make a poor decision in which
business which we acquire or we may be unable to identify any acquisition
candidate. In the event we do not identify an acquisition candidate, you will
lose the use of your investment money without interest for a period of
approximately 18 months. In the event management makes a poor decision on which
candidate should be acquired and this offering is reconfirmed as required by
Rule 419, you may lose your entire investment as a result of the failure of our
business.
A change in control of the company and change in management may occur which
could adversely affect our success.
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A business combination involving the issuance of our shares may result in
shareholders of a private company obtaining a controlling interest in our
company. A business combination may also result in our director being required
to resign or in management being required to sell all or a portion of their
shares. A change of control or change in management could result in the
appointment of new members of management who are not as capable as current
management or who may make business decisions which cause the failure of our
company.
There is no market on which our shares trade and there is a limited number of
states in which you may sell your shares which severely limits your liquidity.
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Even if we are successful in completing a merger or acquisition, we may not be
successful in listing our shares on a public market. Until our shares are listed
on a public market, you have no liquidity to sell your shares and you will not
be able to obtain a return on your investment. If our shares are never listed on
a public market, it may be impossible for you to recover the money you invested
in our shares. The following states restrict the sale and resale of shares of
blank check companies: Alaska, Arizona, Idaho, Illinois, Iowa, Kansas, Kentucky,
Maryland, Massachusetts, Missouri, Nebraska, North Dakota, Pennsylvania, South
Dakota, Tennessee, Utah, Vermont and Washington. You are unable to liquidate
your investment by selling our shares in these states.
We have no agreement for a business combination or other transaction in place.
------------------------------------------------------------------------------
We have no arrangement, agreement or understanding to engage in a merger, joint
venture or acquisition of a private or public entity. We may not successfully
identify a suitable business
6
<PAGE>
opportunity or conclude a business combination. Management has not identified
any particular industry or specific business within an industry for evaluation.
In the event that we are unable to complete a business acquisition, the funds
you invest will be unavailable for your use for up to 18 months.
Our management is under no contractual obligation to remain with us and their
departure could cause our business to fail.
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Our sole director and officer, Mr. Jason John, has varied business interests and
is working for other blank check companies. Mr. John has not signed a written
employment agreement with us and we cannot afford to pay Mr. John. In the event
Mr. John decides to resign as director and officer of our company, we may be
unable to attract another qualified officer and director which would severely
impact the company's ability to find an acquisition candidate. In the event Mr.
John resigns after we conclude an acquisition, his departure could result in the
failure of our company and the loss of your entire investment.
Our sole director and officer is affiliated with other blank check companies
which creates a conflict of interest.
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Our sole director and officer is affiliated with two other blank check
companies, Eastern Management Corp. and Tripacific Development Corporation which
creates a conflict of interest. The identification of a merger target or
acquisition candidate is the sole responsibility of Mr. John. He will decide
which of the blank check companies he is affiliated with will acquire which
acquisition candidate. As a result, it is possible that Mr. John may choose
acquisition candidates for other blank check companies instead of our company or
may choose a more successful acquisition candidate for another blank check
company. This conflict of interest could result in our company never identifying
an acquisition candidate or in selecting a poor acquisition candidate resulting
in the failure of our business. Mr. John also has other business interests which
demand his time and attention and which may conflict with his ability to devote
sufficient time to us to make our business a success.
Our proposed acquisition may result in new management and a loss of control of
corporate affairs.
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A business combination involving the issuance of our common stock may result in
our current shareholders losing controlling interest to the shareholders of
another company. If this occurs, our sole officer and director, Mr. Jason John,
may be forced or requested to resign his positions in order for new management
to be appointed. New management may make business decisions which are not in the
interest of our current shareholders and a change of control may result in our
current shareholders losing direction over our corporate affairs.
We will not engage professional underwriters to help sell our shares.
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We are selling shares through our president, Mr. Jason John, without the use of
a professional securities underwriting firm. Professional underwriters have
extensive contacts and networks which they can rely on in raising money for
companies. Professional underwriters also conduct extensive due diligence on
potential acquisition candidates. Our management does not have an extensive
network of contacts which can finance our company nor does our management have
the time availability to complete a due diligence review of acquisition
candidates to the extent that would be completed by a professional underwriter.
Our decision not to use a professional underwriter could result in us not
raising enough capital to attract an acquisition candidate or in
7
<PAGE>
selecting a poor acquisition candidate. The result could be the failure of our
business and the loss of your entire investment.
Determination of Offering Price
-------------------------------
The offering price of $1.00 per share for the shares has been arbitrarily
determined by us. This price bears no relation to our assets, book value, or any
other customary investment criteria, including our prior operating history.
Among factors considered by us in determining the offering price were:
Estimates of our business potential
Our limited financial resources
The amount of equity desired to be retained by present shareholders
The amount of dilution to the public
The general condition of the securities markets
Management may sell shares at a premium to the price paid to other shareholders.
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Management may consent to the purchase of a portion or all of their
shareholdings as a condition or in connection with a proposed merger or
acquisition. A premium may be paid for management shares in connection with such
a merger or acquisition transaction as management shares represent a control
position in the company. The potential for management's shares being purchased
at a premium could put management in a conflict of interest position where
management's own pecuniary interests rank ahead of those of the company's other
shareholders. This could result in management agreeing to an acquisition which
is in management's best interests and which may be less beneficial to the
company's other shareholders.
HOW RULE 419 PROTECTS YOU UNTIL WE FIND AN ACQUISITION CANDIDATE
Rule 419 requires that your money and the securities purchased by you and other
investors in this offering, be deposited into an escrow or trust account. Under
Rule 419, the funds will be released to us and the securities will be released
to you only after we have met the following three basic conditions:
(1) We must sign an agreement for the acquisition of a business or asset
which has a fair value of at least 80% of the maximum offering
proceeds
(2) We must file a post-effective amendment to the registration statement
that includes the results of this offering including how much we
raised, how much we have spent and what we still have in escrow. We
must disclose the specific amount and use of funds spent by us,
including, payments to officers, directors, controlling shareholders
or affiliates. The post-effective amendment must also contain
information regarding the acquisition candidate and business,
including audited financial statements.
(3) We will mail a copy of the prospectus to each investor within five
business days of a post-effective amendment. After we submit a signed
representation to the escrow agent that the requirements of Rule 419
have been met and after the acquisition is closed, the escrow agent
can release the cash and shares.
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<PAGE>
Accordingly, we have entered into an escrow agreement with City National Bank
which provides that:
Your funds are to be deposited into the escrow account maintained by the
escrow agent promptly upon receipt. While Rule 419 permits 10% of the funds
to be released to us prior to the reconfirmation offering, we do not intend
to release these funds. The funds and interest, if any, are to be held for
the sole benefit of the investor and can only be invested in bank deposit,
in money market mutual funds, Canadian government or federal government
securities or securities for which the principal or interest is guaranteed
by the Canadian government or federal government.
All securities issued for the offering and any other securities issued,
including stock splits, stock dividends or similar rights are to be
deposited directly into the escrow account upon issuance. Your name must be
included on the stock certificates or other documents evidencing the
securities. The securities held in the escrow account are to remain as
issued, and are to be held for your sole benefit. You retain the voting
rights, if any, to the securities held in your name. The securities held in
the escrow account may not be transferred or disposed.
DILUTION
The difference between the initial public offering price per share of our shares
and the net tangible book value per share after this offering constitutes the
dilution to investors in our offering. Net tangible book value per share of
common stock is determined by dividing our net tangible book value (total
tangible assets less total liabilities) by the number of shares of common stock
outstanding.
As of March 31, 2000, our net tangible book value was $(1,570.00) or $(0.003)
per share of common stock. Net tangible book value represents the amount of our
total assets, less any intangible assets and total liabilities. After giving
effect to the sale of the 100,000 shares of common stock offered through this
prospectus at an initial public offering price of $1.00 per share, and after
deducting estimated expenses of the offering, our adjusted pro forma net
tangible book value as of March 31, 2000, would have been $98,430 or $0.164 per
share. This represents an immediate increase in net tangible book value of
$0.167 per share to existing shareholders and an immediate dilution of $0.836
per share to investors in this offering. The following table illustrates this
per share dilution:
<TABLE>
<CAPTION>
<S> <C>
Public offering price per share $1.00
Net tangible book value per share before offering $(0.003)
Increase per share attributable to new investors $0.167
------
Dilution per share to new investors $0.836
======
</TABLE>
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<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
NUMBER OF SHARES BEFORE MONEY RECEIVED FOR SHARES BEFORE NET TANGIBLE BOOK VALUE PER SHARE
OFFERING OFFERING BEFORE OFFERING
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
500,000 0.00 $(0.003)
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
NUMBER OF SHARES AFTER TOTAL AMOUNT OF MONEY PRO-FORMA NET TANGIBLE BOOK VALUE
OFFERING RECEIVED FOR SHARES PER SHARE AFTER OFFERING
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
600,000 100,000.00 $0.167
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
As of the date of this prospectus, the following table sets forth the percentage
of equity to be purchased by investors in this offering compared to the
percentage of equity to be owned by the present stockholders, and the
comparative amounts paid for the shares by the investors in this offering as
compared to the total consideration paid by our present stockholders.
<TABLE>
<CAPTION>
----------------------------- --------------------------------- -------------------------------- ----------------
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
----------------------------- ---------------- ---------------- --------------- ---------------- ----------------
NUMBER PERCENT AMOUNT PERCENT PAID PER SHARE
----------------------------- ---------------- ---------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
New Investors 100,000 16.67% $100,000.00 99.99% $1.00
----------------------------- ---------------- ---------------- --------------- ---------------- ----------------
Existing Shareholders 500,000 83.33% $50.00 0.01% $0.0001
----------------------------- ---------------- ---------------- --------------- ---------------- ----------------
</TABLE>
USE OF PROCEEDS
The gross proceeds of this offering will be $100,000. While Rule 419 permits 10%
of the funds ($10,000) to be released from escrow to us, we do not intend to
request release of these funds. This offering is not contingent on a minimum
member of shares to be sold and will be sold on a first come, first served
basis. If subscriptions exceed the amount being offered, these excess
subscriptions will be promptly refunded without deductions for commissions or
expenses. We will receive these funds if we close a business combination.
We have not incurred and do not intend to incur any debt from anyone other than
management for our organizational activities. Debt to management will not be
repaid. Management is not aware of any circumstances that would change this
policy. Accordingly, no portion of the proceeds are being used to repay debt. It
is anticipated that management will pay the expenses of the offering, estimated
to be $10,000.
After the reconfirmation offering and the closing of a business combination, we
will receive $100,000 less any amount returned to investors who did not
reconfirm their investment under Rule 419.
Offering expenses referred to in the following table include filing, printing,
legal, accounting, transfer agent and escrow agent fees. Management will pay
these expenses estimated to be $10,000. All offering proceeds will be held in
escrow pending a business combination.
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<TABLE>
<CAPTION>
ASSUMING MAXIMUM OFFERING
-------------------------
AMOUNT PERCENT
------ -------
<S> <C> <C>
Offering Expenses $0.00 0%
Working Capital $100,000.00 100%
Total $100,000.00 100%
</TABLE>
The money we receive will be put into the escrow account pending closing of a
business combination and reconfirmation. These funds will be in an insured bank
account in either a certificate of deposit, interest bearing savings account or
in short term Canadian or federal government securities as placed by City
National Bank.
CAPITALIZATION
The following table shows our capitalization as of March 31, 2000.
<TABLE>
<CAPTION>
<S> <C>
Stockholders' Equity:
Common stock, $0.0001 par value;
Authorized 100,000,000 shares,
Issued and outstanding 500,000 shares $50.00
Additional paid-in capital $16,009.00
Deficit accumulated during the development period ($17,629.00)
Total stockholders equity ($1,570.00)
Total Capitalization ($1,570.00)
</TABLE>
DESCRIPTION OF BUSINESS
We were incorporated on July 18, 1997 under the laws of the State of Nevada to
engage in any lawful corporate purpose. Other than issuing shares to our
shareholders, we have not commenced any operational activities. We are a blank
check company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.
Our sole officer and director, Mr. Jason John, has been instrumental in setting
up our company. Mr. John provides free office space to the company and has
financed the company's costs to date.
The Securities and Exchange Commission defines blank check companies as any
development stage company that is issuing a penny stock and that has no specific
business plan or purpose, or has indicated that its business plan is to merge
with an unidentified company or companies. Management does not intend to
undertake any efforts to cause a market to develop in our securities until we
have successfully implemented our business plan.
11
<PAGE>
Lock-up Agreement
-----------------
Each of our shareholders has executed and delivered a "lock-up" letter
agreement, affirming that they shall not sell their shares of common stock until
we have successfully consummated a merger or acquisition and we are no longer
classified as a "blank check" company. While management believes that the
procedures established to preclude any sale of our securities before closing of
a merger or acquisition will be sufficient, we cannot assure you that the
procedures established will unequivocally limit any shareholder's ability to
sell their securities before a closing.
PLAN OF OPERATION
We seek to acquire assets or shares of a business that generates revenues, in
exchange for our shares. . When this registration statement becomes effective,
our President will attempt to find an acquisition candidate. Our President has
not engaged in any preliminary contact or discussions with any other company
regarding the possibility of an acquisition or merger as of the date of this
registration statement.
We will provide our shareholders with complete disclosure documentation
concerning potential business opportunities. Disclosure is expected to be in the
form of a proxy or information statement.
Our Director intends to obtain certain assurances of value, including statements
of assets and liabilities, material contracts or accounts receivable statements
before closing a transaction.
We will remain a shell corporation until a merger or acquisition candidate is
identified. It is anticipated that our cash requirements will be minimal, and
that all necessary capital will be provided by the directors or officers. We do
not anticipate having to raise capital in the next twelve months. We do not
expect to acquire any plant or significant equipment.
We have no full time employees. Mr. Jason John is our only part time employee.
Mr. John has agreed to allocate a portion of his time to our activities, without
compensation. Mr. John anticipates that our business plan can be implemented by
him devoting approximately ten (10) hours per month to our business affairs. We
do not expect any significant changes in the number of employees.
General Business Plan
---------------------
Our purpose is to acquire an interest in a business which seeks the perceived
advantages of an Exchange Act registered corporation. We will not restrict our
search to any specific business or, industry. Management anticipates that it may
be able to participate in only one potential business venture because we have
nominal assets and limited financial resources.
We may seek a business combination with companies that have recently commenced
operations. It is likely that any business we select will require additional
capital to expand into new products or markets.
We anticipate that the selection of a business opportunity will be complex and
extremely risky. Due to general economic conditions, rapid technological
advances and shortages of available capital, management believes there are
numerous firms seeking the perceived benefits of a
12
<PAGE>
publicly registered corporation. Business opportunities may occur in different
industries and at various stages of development.
We currently have no capital to provide to the owners of business opportunities.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering.
The analysis of new business opportunities will be undertaken by Mr. Jason John
who is not a professional business analyst. Management intends to concentrate on
identifying business opportunities that may be brought to our attention through
Mr. John's business associations. In analyzing prospective business
opportunities, management will consider:
* the available technical, financial and managerial resources;
* working capital and other financial requirements;
* history of operations, if any;
* prospects for the future;
* nature of present and expected competition;
* the quality and experience of management services that may be
available and the depth of that management;
* the potential for further research, development, or exploration;
* specific risk factors which could be anticipated to impact our
proposed activities;
* the potential for growth or expansion;
* the potential for profit;
* the perceived public recognition of acceptance of products, services,
or trades;
* name identification; and
* other relevant factors.
We expect to meet personally with management and key personnel of the business
opportunity as part of our due diligence investigation. To the extent possible,
we intend to utilize written reports and personal investigations to evaluate
businesses. We will not acquire or merge with any company that cannot provide
audited financial statements within a reasonable period of time after closing of
the proposed transaction.
Our management will rely upon their own efforts and, to a much lesser extent,
the efforts of our shareholders, in accomplishing our business purposes. We do
not anticipate using outside consultants or advisors, except for legal counsel
and accountants. If we do retain an outside consultant or advisor, any cash fee
will be paid by the prospective merger/acquisition candidate, as we have no cash
assets.
We anticipate that we will incur nominal expenses in the implementation of our
business plan. Because we have no capital to pay these anticipated expenses,
present management will pay these charges with their personal funds, as interest
free loans. If additional funding is necessary, management and or shareholders
will continue to provide capital or arrange for additional outside funding. If a
merger candidate cannot be found within a reasonable period of time, management
will not continue to provide capital.
13
<PAGE>
How Our Acquisition May be Structured
-------------------------------------
To close our business acquisition, we may become party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. We may also acquire stock or assets of an
existing business. On closing, it is probable that our present management and
shareholders will no longer be in control. In addition, our directors may, as
part of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our shareholders. Management may negotiate or
consent to the purchase of all or a portion of our stock. Any terms of sale of
the shares presently held by officers and/or directors will be also afforded to
all other shareholders on similar terms and conditions. All sales will be made
in compliance with the securities laws of the United States and any applicable
state.
Management may visit material facilities, obtain independent verification of
information and check references of management and key personnel. We will
participate in a business opportunity only after the negotiation and signing of
appropriate written agreements
Negotiations with target company management are expected to focus on the
percentage of our company that the target company shareholders will acquire. Our
percentage ownership in the combined company will likely be significantly lower
than our current ownership interest.
Competition
-----------
We are an insignificant participant among the firms that engage in the
acquisition of business opportunities. There are many established venture
capital groups and financial concerns that have significantly greater financial
and personnel resources and technical expertise than we do. In view of our
extremely limited financial resources and limited management availability, we
will continue to be at a significant competitive disadvantage compared to our
competitors.
DESCRIPTION OF PROPERTY
We have no properties and at this time have no agreements to acquire any
properties. We intend to acquire assets or a business in exchange for our
securities.
We operate from our offices at Suite 1500, 885 West Georgia Street, Vancouver,
British Columbia, V6C 3E8, Canada. Space is provided to the Company on a rent
free basis by Mr. John, a director of the Company, and it is anticipated that
this arrangement will remain until we successfully consummate a merger or
acquisition. Management believes that this space will meet our needs for the
foreseeable future.
PRINCIPAL SHAREHOLDERS
The table below lists the beneficial ownership of our voting securities by each
person known by us to be the beneficial owner of more than 5% of our securities,
as well as the securities beneficially owned by all our directors and officers.
Unless specifically indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNER CLASS
<S> <C> <C> <C>
Common Devinder Randhawa
Suite 104 152,000 30.4%
1456 St. Paul Street,
Kelowna, B.C.
V1Y 2E6
Common Bob Hemmerling
1908 Horizon Drive 152,000 30.4%
Kelowna, B.C.
V1Z 3L3
Common Management as a group 0 0%
</TABLE>
The balance of our outstanding common stock is held by eight (8) persons.
Mr. Devinder Randhawa and Mr. Bob Hemmerling are the founders and promoters of
our company. Both Mr. Randhawa and Mr. Hemmerling have prior experience with
blank check companies and are familiar with blank check company reporting
requirements and acquisition requirements.
MANAGEMENT
Our director and officer is as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <S>
Jason John 32 President, Secretary and Director
</TABLE>
The above listed officer and director will serve until the next annual meeting
of the shareholders or until his death, resignation, retirement, removal, or
disqualification, or until his successors have been elected. Vacancies in the
existing Board of Directors are filled by majority vote of the remaining
directors. Our officer serves at the will of the Board of Directors. There are
no family relationships between any executive officer or director.
Resumes
-------
Mr. Jason John was appointed to his positions on September 17, 1999. He devotes
his time as necessary to our business, which time is expected to be nominal.
Prior to joining the Company, Mr. John was employed by the Shaftsbury Brewing
Company where he was involved in product promotion and marketing. Prior to
working with the Shaftsbury Brewing Company Mr. John was employed at Gray
Beverage as an account manager and merchandiser. While employed by Gray Beverage
Mr. John was responsible for implementing many new operational systems which
resulted in an increase in the company's
15
<PAGE>
efficiency in many areas. Currently, Mr. John is employed at Ensign Drilling.
Ensign Drilling is a leading company in oil and gas exploration in Canada.
Mr. John has no prior experience as an officer or director of a blank check
company, and has no prior direct experience in identifying emerging companies
for investment and/or business combinations.
Conflicts of Interest
---------------------
Our sole officer and director is also an officer and director of Eastern
Management Corp. and Tripacific Development Corp. These three companies are also
blank check companies.
Our officers and directors are now and may in the future become shareholders,
officers or directors of blank check companies. Accordingly, additional direct
conflicts of interest may arise in the future with respect to individuals acting
on our behalf and on behalf of other companies. We do not have a right of first
refusal to opportunities that come to management's attention.
EXECUTIVE COMPENSATION
No compensation has been awarded to, earned by or paid to our officers and/or
directors since our inception. Management has agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
we have generated revenues from operations. As of the date of this registration
statement, we have no funds available to pay officers or directors. Further, our
director is not accruing any compensation pursuant to any agreement with us.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------- -------------------------------------- ----------
Long Term Compensation
-------------------------------- ------------------------------------- -------------------------- ----------- ----------
Annual Compensation Awards Payouts
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other All
Annual Restricted Securities Other
Name and Principle Comp- Stock Underlying LTIP Comp-
Position Salary Bonus ensation Award(s) Option/SARs Payouts ensation
Year ($) ($) ($) ($) (#) ($) ($)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Jason John, 1999/ $0.00 $0.00 $0.00 $0.00 0 $0.00 $0.00
President, Secretary 2000
and Director
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>
If we successfully complete a merger or acquisition, it is possible that the
company may employ or retain one or more members of our management for the
purposes of providing services to the surviving entity. Management has agreed to
disclose any discussions concerning possible employment to the Board of
Directors and to abstain from voting on the transaction.
It is possible that management associates may refer a merger or acquisition
candidate to us. In the event we complete a transaction with an entity referred
by associates of management, it is possible that the associate will be
compensated for their referral in the form of a finder's fee. It is anticipated
that this fee will be either in the form of restricted common stock issued by us
as part of the terms of the proposed transaction, or will be in the form of cash
consideration. If
16
<PAGE>
compensation is in the form of cash, payment will be made by the acquisition or
merger candidate. The amount of any finder's fee cannot be determined as of the
date of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions, which ranges up to ten (10%)
percent of the transaction price. No member of management will receive a finders
fee, either directly or indirectly, as a result of their efforts to implement
our business plan.
No retirement, pension, profit sharing, stock option or insurance programs have
been adopted by us for the benefit of our employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
MARKET FOR OUR COMMON STOCK
There is no trading market for our common stock. There has been no trading
market to date. Management has not discussed market making with any market maker
or broker dealer.
Market Price
Our common stock is not quoted at the present time. The Securities and Exchange
Commission has adopted a rule that established the definition of a "penny
stock," as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
* that a broker or dealer approve a person's account for transactions in
penny stocks; and
* the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must
* obtain financial information and investment experience and objectives of
the person; and
* make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule relating to the penny stock market, which, in
highlight form,
17
<PAGE>
* sets forth the basis on which the broker or dealer made the suitability
determination; and
* that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in
both public offering and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Escrow
The common stock under this offering will remain in escrow until the closing of
a business combination under the requirements of Rule 419.
Holders
There are ten (10) holders of our common stock. In July, 1997, we issued 500,000
of common stock for services in formation and organization valued at $0.0001 per
share ($50.00). All of our issued and outstanding shares of common stock were
issued in accordance with the exemption from registration afforded by Section
4(2) of the Securities Act of 1933.
Dividends
We have not paid any dividends to date, and have no plans to do so in the
immediate future.
Transfer Agent
The Company's registrar and transfer agent is The Nevada Agency and Trust
Company Suite 880, Bank of America Plaza, 50 West Liberty Street, Reno, Nevada,
89501.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 100,000,000 shares, of common stock,
par value $0.0001 per share. There are 500,000 shares of common stock issued and
outstanding as of the date of this filing.
Common Stock
All shares of common stock have equal voting rights and are entitled to one vote
per share in all matters to be voted upon by shareholders. Our shares have no
pre-emptive, subscription, conversion or redemption rights and may be issued
only as fully paid and non-assessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a majority of our
issued shares represented at any meeting where a quorum is present will be able
to elect the entire Board of Directors. In that event, the holders of the
remaining shares of common stock will not be able to elect any directors. In the
event of liquidation, each
18
<PAGE>
shareholder is entitled to receive a proportionate share of our assets available
for distribution to shareholders after the payment of liabilities and after
distribution of preferred amounts. All shares of our common stock issued and
outstanding are fully paid and non-assessable. Holders of stock are entitled to
share pro rata in dividends and distributions with respect to the common stock
out of funds legally available for that purpose. We have no intention to issue
additional shares other than under this registration statement.
There are no outstanding options or warrants to acquire our shares. The 500,000
shares of our common stock currently outstanding are restricted securities as
that term is defined in the Securities Act. We are offering 100,000 shares of
our common stock at $1.00 per share. Dilution to the investors in this offering
shall be approximately $0.836 per share.
SHARES ELIGIBLE FOR FUTURE RESALE
There is no public market for our common stock. A public market for our common
stock may not develop or be sustained after this offering. Sales of common stock
in the public market after this offering could cause our share price to drop and
could adversely affect our ability to raise capital through an offering of
shares.
Upon completion of this offering, we will have 600,000 shares outstanding. The
100,000 shares sold in this offering will be freely tradeable without
restriction or further registration under the Securities Act unless purchased by
affiliates of Triwest Management Resources Corp. Sales of our shares to
residents of Alaska, Arizona, Idaho, Illinois, Iowa, Kansas, Kentucky, Maryland,
Massachusetts, Missouri, Nebraska, North Dakota, Pennsylvania, South Dakota,
Tennessee, Utah, Vermont and Washington may only be effected by registration in
those states.
WHERE CAN YOU FIND MORE INFORMATION?
We are a reporting company, and are subject to the reporting requirements of the
Exchange Act. We voluntarily filed a Form 10-SB on August 20, 1999. We have
filed a registration statement with the SEC on form SB-2 to register the offer
and sale of the shares. This prospectus is part of that registration statement,
and, as permitted by the SEC's rules, does not contain all of the information in
the registration statement. For further information about us and the shares
offered under this prospectus, you may refer to the registration statement and
to the exhibits and schedules filed as a part of the registration statement. You
can review the registration statement and its exhibits and schedules at the
public reference facility maintained by the SEC at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of
the SEC at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The registration statement is also available electronically on
the World Wide Web at http://www.sec.gov.
You can also call or write us at any time with any questions you may have. We'd
be pleased to speak with you about any aspect of our business and this offering.
19
<PAGE>
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing audited
financial statements as soon as practicable at the end of each fiscal year. Our
fiscal year ends on March 31.
PLAN OF DISTRIBUTION
We offer the right to subscribe for 100,000 shares at $1.00 per share. No
compensation is to be paid to any person for the offer and sale of the shares.
The offering shall be conducted by our president. Although he is associated
person with us as that term is defined in Rule 3a4-1 under the Exchange Act, he
is deemed not to be a broker for the following reasons:
He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
He is not an associated person of a broker or dealer at the time of his
participation in the sale of our securities.
He will restrict his participation to the following activities:
A. Preparing written communications or delivering written
communications through the mails or other means that does not
involve oral solicitation by him of a potential purchaser; and
B. Responding to inquiries of potential purchasers in a communication
initiated by the potential purchasers, provided however, that the
content of responses are limited to information contained in a
registration statement filed under the Securities Act or other
offering document; or
C. Transactions involving offers and sales of our shares made under a
plan or agreement submitted for the vote or consent of
shareholders of any company we may acquire in connection with a
merger or plan of acquisition involving the exchange of the
acquired company's shares or assets for shares of our company.
Our shares may be sold under Rule 144 of the Securities Act of 1933 beginning
one year after the shares were issued, provided such date is at least 90 days
after the date of this prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the common stock offered by this prospectus may not simultaneously engage in
market making activities for our common stock during the applicable "cooling
off" periods before the start of the distribution.
20
<PAGE>
We Arbitrarily Determined Our of Offering Price
The initial offering price of $1.00 per share has been arbitrarily determined by
us, and bears no relationship to our assets, earnings, book value or any other
objective standard of value. Among the factors we considered were:
A. The lack of operating history;
B. The proceeds to be raised by the offering;
C. The amount of capital to be contributed by the public in proportion to
the amount of stock to be retained by present stockholders;
D. The current market conditions in the over-the-counter market
How You Can Buy Our Shares
You can purchase our shares by completing and signing the share purchase
agreement which is attached to this prospectus. The completed share purchase
agreement and your payment must be delivered to us before the expiration of our
offering. The purchase price of $1.00 per share must be paid by check, bank
draft or money order payable in U.S. dollars to "Triwest Management Resources
Corp.".
All funds received from investors will be placed into an escrow account until we
have complied with Rule 419.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed upon
for us by Antoine Devine of Evers & Hendrickson, LLP of San Francisco,
California.
EXPERTS
Our financial statements as of the period ended March 31, 2000 included in this
prospectus and in the registration statement, have been so included in reliance
upon the reports of Cordovano & Harvey, P.C., certified public accountants,
included in this prospectus, and upon the authority of said firm as experts in
accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFCATION FOR
SECURITIES ACT LIABILITIES
The Nevada Revised Statutes authorize us to indemnify directors or officers
under certain circumstances and subject to certain limitations. Our Bylaws
provide for the indemnification of directors and officers to the full extent
permitted by Nevada law.
We may also purchase and maintain insurance for the benefit of any director or
officer that may cover claims for situations where we could not provide
indemnification.
21
<PAGE>
In the opinion of the U.S. Securities and Exchange Commission, indemnification
for liabilities arising under the '33 Act to officers, directors or persons
controlling us is against public policy as expressed in the '33 Act, and is
therefore unenforceable.
FINANCIAL STATEMENTS
The following financial statements are attached to this report and filed as a
part of this Registration Statement.
F-1 Financial Statements
22
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
With
INDEPENDENT AUDITORS' REPORT
March 31, 2000
Prepared By:
Cordovano and Harvey, P.C.
Certified Public Accountants
Denver, Colorado
F-1
<PAGE>
To the Board of Directors and Shareholders
Triwest Management Resources Corporation
INDEPENDENT AUDITORS' REPORT
We have audited the balance sheet of Triwest Management Resources Corporation (a
development stage company) as of March 31, 2000 and the related statements of
operations, shareholders' equity and cash flows for the year ended March 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Triwest Management Resources
Corporation as of March 31, 2000, and the related statements of operations and
cash flows for the year ended March 31, 2000 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Company has a substantial dependence on the success of its
development stage activities, significant losses since inception, lack of
liquidity, and a working capital deficiency at March 31, 2000. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
A. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/Cordovano and Harvey, P.C
Denver, Colorado
June 19, 2000
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Triwest Management Resources
Corporation (a development stage company) as of March 31, 1999 (not separately
included herein) and the related statements of income, shareholders' deficit,
and cash flows for the year ended March 31, 1999 and from July 23, 1997
(inception) through March 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Triwest Management Resources
Corporation as of March 31, 1999, and the related statements of operations and
cash flows for the years ended March 31, 1999 and 1998, and for the period from
July 23, 1997 (inception) through March 31, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 (not separately
included herein), the Company is in the development stage and has no operations
as of March 31, 1999. The deficiency in working capital as of March 31, 1999
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are described in Note 5 (not
separately included herein). The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
/s/Kish, Leake, and Associates, P.C.
Certified Public Accountants
Englewood, Colorado
June 24, 1999
F-3
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
BALANCE SHEET
March 31, 2000
<TABLE>
<S> <C>
ASSETS
TOTAL ASSETS $ -
=========================
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
LIABILITIES
Accounts payable and accrued liabilities .................................. $ 1,570
-------------------------
TOTAL LIABILITIES 1,570
-------------------------
SHAREHOLDERS' (DEFICIT)
Common stock, $.0001 par value, 100,000,000 shares
authorized, 500,000 shares issued and outstanding ...................... 50
Additional paid-in capital ................................................ 16,009
Deficit accumulated during the development stage .......................... (17,629)
-------------------------
TOTAL SHAREHOLDERS' (DEFICIT) (1,570)
-------------------------
$ -
=========================
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
July 18, 1997
Year Ended (inception)
---------------------------------------------------- Through
March 31, March 31, March 31,
2000 1999 2000
------------------------ ------------------------ ------------------------
(unaudited)
<S> <C> <C> <C>
COSTS AND EXPENSES
Legal fees ........................... $ 9,553 $ - $ 9,553
Accounting fees ...................... 2,108 1,623 3,731
Licenses and fees .................... 170 - 170
Printing costs ....................... 4,125 4,125
Stock-based compensation for
organizational costs (Note B) .... - - 50
------------------------ ------------------------ ------------------------
LOSS FROM OPERATIONS (15,956) (1,623) (17,629)
------------------------ ------------------------ ------------------------
INCOME TAX BENEFIT (EXPENSE) (NOTE C)
Current tax benefit .................. 3,038 309 3,356
Deferred tax expense ................. (3,038) (309) (3,356)
------------------------ ------------------------ ------------------------
NET LOSS $ (15,956) $ (1,623) $(17,629)
======================== ======================== ========================
BASIC AND DILUTED
LOSS PER COMMON SHARE ............. $ * $ * $ *
======================== ======================== ========================
BASIC AND DILUTED WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING ......... 500,000 500,000 500,000
======================== ======================== ========================
</TABLE>
* Less than .01 per share
See accompanying notes to financial statements.
F-5
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
July 18, 1997 (inception) through March 31, 2000
<TABLE>
<CAPTION>
Preferred Stock Common Stock
------------------- ----------------------
Shares Amount Shares Amount
-------- --------- ----------- --------
<S> <C> <C> <C> <C>
Beginning balance, July 18, 1997 ........................... - $ - - $ -
Common stock issued in exchange
for organization costs ................................. - - 500,000 50
Net loss for the period ended March 31, 1997 ............... - - - -
-------- --------- ----------- --------
BALANCE, MARCH 31, 1997 - - 500,000 50
Net loss for year ended March 31, 1998 ..................... - - - -
-------- --------- ----------- --------
BALANCE, MARCH 31, 1998 - - 500,000 50
Third party expenses paid by an affiliate on behalf
of the Company ......................................... - - - -
Net loss for year ended March 31, 1999 ..................... - - - -
-------- --------- ----------- --------
BALANCE, MARCH 31, 1999 - - 500,000 50
Third party expenses paid by an affiliate on behalf
of the Company ......................................... - - - -
Net loss for year ended March 31, 2000 ..................... - - - -
-------- --------- ----------- --------
BALANCE, MARCH 31, 2000 - $ - 500,000 $50
======== ========= =========== ========
<CAPTION>
Deficit
Accumulated
Additional During
Paid-In Development
Capital Stage Total
------------- ------------- -----------
<S> <C> <C> <C>
Beginning balance, July 18, 1997 ........................... $ - $ - $ -
Common stock issued in exchange
for organization costs ................................. - - 50
Net loss for the period ended March 31, 1997 ............... - (50) (50)
------------- ------------- -----------
BALANCE, MARCH 31, 1997 - (50) -
Net loss for year ended March 31, 1998 ..................... - - -
------------- ------------- -----------
BALANCE, MARCH 31, 1998 - (50) -
Third party expenses paid by an affiliate on behalf
of the Company ......................................... 131 - 131
Net loss for year ended March 31, 1999 ..................... - (1,623) (1,623)
------------- ------------- -----------
BALANCE, MARCH 31, 1999 131 (1,673) (1,492)
Third party expenses paid by an affiliate on behalf
of the Company ......................................... 15,878 - 15,878
Net loss for year ended March 31, 2000 ..................... - (15,956) (15,956)
------------- ------------- -----------
BALANCE, MARCH 31, 2000 $16,009 $(17,629) $(1,570)
============= ============= ===========
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
July 18, 1997
Year Ended (inception)
--------------------------------- Through
March 31, March 31, March 31,
2000 1999 2000
--------------- --------------- ---------------
(unaudited)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss ............................................... $(15,956) $(1,623) $(17,629)
Non-cash transactions:
Stock-based compensation for
organizational costs (Note B) ................... - - 50
Third party expenses paid by affiliate on
behalf of the company, recorded as
additional-paid-in capital ............................ 15,878 131 16,009
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities ............ 78 1,492 1,570
--------------- --------------- ---------------
NET CASH (USED IN)
OPERATING ACTIVITIES $ - $ - $ -
--------------- --------------- ---------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - - -
--------------- --------------- ---------------
NET CHANGE IN CASH - - -
Cash, beginning of period ............................... - - -
--------------- --------------- ---------------
CASH, END OF PERIOD $ - $ - $ -
=============== =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ........................................... $ - $ - $ -
=============== =============== ===============
Income taxes ....................................... $ - $ - $ -
=============== =============== ===============
Non-cash financing activities:
500,000 shares common stock
issued for services ............................ $ - $ - $ 50
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
Triwest Management Resources Corporation (the "Company") was incorporated under
the laws of Nevada on July 18, 1997 to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standard (SFAS) No. 7.
The Company has been in the development stage since inception and has no
operations to date.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements, the Company is a development stage company with no revenue
as of March 31, 2000 and has incurred losses of $(15,956), $(1,623) and
$(17,629) for the years ended March 31, 2000 and 1999 and for the period July
18, 1997 (inception) through March 31, 2000, respectively. The Company has no
operating history or revenue, no assets, and continuing losses which the Company
expects will continue for the foreseeable future. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time. An affiliate of the Company plans to continue
advancing funds on an as needed basis and in the longer term, revenues from the
operations of a merger candidate, if found. The Company's continuation as a
going concern is dependent upon continuing capital advances from an affiliate
and commencing operations or locating and consummating a business combination
with an operating company. There is no assurance that the affiliate will
continue to provide capital to the Company or that the Company can commence
operations or identify such a target company and consummate such a business
combination. These factors, among others, raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Summary of significant accounting policies
------------------------------------------
Cash equivalents
----------------
The Company's financial instruments consist of accounts payable and accrued
liabilities. For financial accounting purposes and the statement of cash flows,
cash equivalents include all highly liquid debt instruments purchased with an
original maturity of three months or less.
12
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Use of estimates
----------------
The preparation of the financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.
Income Taxes
------------
The Company reports income taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes", which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or liability and its reported amount on the financial
statements. Deferred tax amounts are determined by using the tax rates expected
to be in effect when the taxes will actually be paid or refunds received, as
provided under currently enacted law. Valuation allowances are established when
necessary to reduce the deferred tax assets to the amounts expected to be
realized. Income tax expense or benefit is the tax payable or refundable,
respectively, for the period plus or minus the change during the period in the
deferred tax assets and liabilities.
Loss per common share
---------------------
The Company has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128") which requires the disclosure of basic and diluted earnings per
share. Basic earnings per share is calculated using income available to common
shareowners divided by the weighted average of common shares outstanding during
the year. Diluted earnings per share is similar to basic earnings per share
except that the weighted average of common shares outstanding is increased to
include the number of additional common shares that would have been outstanding
if the dilutive potential common shares, such as options, had been issued. The
Company has a simple capital structure and no outstanding options at March 31,
2000. Therefore, dilutive earnings per share are not applicable and accordingly
have not been presented
Fiscal year
-----------
The Company operates on a fiscal year ending on March 31.
13
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Stock based compensation
------------------------
SFAS No. 123, "Accounting for Stock-Based Compensation" was issued in October
1995. This accounting standard permits the use of either a fair value based
method or the method defined in Accounting Principles Board Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") to account for stock-based
compensation arrangements. Companies that elect to use the method provided in
APB 25 are required to disclose pro forma net income and earnings per share that
would have resulted from the use of the fair value based method. The Company has
elected to continue to determine the value of stock-based compensation
arrangements under the provisions of APB 25. For stock issued to officers the
fair value approximates the intrinsic value. Therefore, no pro forma disclosures
are presented.
Fair value of financial instruments
-----------------------------------
SFAS 107, "Disclosure About Fair Value of Financial Instruments," requires
certain disclosures regarding the fair value of financial instruments. The
Company has determined, based in available market information and appropriate
valuation methodologies, the fair value of its financial instruments
approximates carrying value. The carrying amounts of cash, accounts payable, and
other accrued liabilities approximate fair value due to the short-term maturity
of the instruments.
Recently issued accounting pronouncements
-----------------------------------------
The Company has adopted the following new accounting pronouncements for the year
ended March 31, 2000. There was no effect on the financial statements presented
from the adoption of the new pronouncements.
Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income," requires the reporting and display of total comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," is based on the "management" approach for reporting segments. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of the Company's reportable segments. SFAS No. 131 also requires
disclosure about the Company's products, the geographic areas in which it earns
revenue and holds long-lived assets, and its major customers.
SFAS No. 132, "Employers' Disclosures about Pensions and Other Post-retirement
Benefits," which requires additional disclosures about pension and other
post-retirement benefit plans, but does not change the measurement or
recognition of those plans.
14
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONCLUDED
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
requires an entity to recognize all derivatives on a balance sheet, measured at
fair value.
In June 1999, the FASB issued SFAS No. 137, which amended the implementation
date for SFAS No. 133 to be effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000.
Statement of Position ("SOP") 98-1 "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This SOP requires that
entities capitalize certain internal-use software costs once certain criteria
are met.
SOP 98-5, "Reporting on the Costs of Start-Up Activities." Sop 98-5 provides,
among other things, guidance on the reporting of start-up costs and organization
costs. It requires costs of start-up activities and organization costs to be
expensed as incurred.
The Company will continue to review these new accounting pronouncements over
time to determine if any additional disclosures are necessary based on evolving
circumstances.
NOTE B: RELATED PARTY TRANSACTIONS
The Company maintains a mailing address at the address of its sole officer and
director (see Note E). The address is 1500-885 West Georgia, Vancouver, B.C. V6C
3E8, Canada. At this time the Company has no need for an office.
The Company has issued an ex-officer 500,000 shares of common stock in exchange
for services related to management and organization costs of $50.00.
The new officer and director will provide administrative and marketing services
as needed. The officer and director may, from time to time, advance to the
Company any additional funds that the Company needs for costs in connection with
searching for or completing an acquisition or merger (See Note E).
The Company does not maintain a checking account and all expenses incurred by
the Company are paid by an affiliate. For the fiscal year ended March 31, 2000
the Company incurred $9,553 in legal expense, $2,108 in accounting expense, $170
in filing fees, and $4,125 in printing costs. The affiliate does not expect to
be repaid for the expenses it pays on behalf of the Company. Accordingly, as the
expenses are paid, they are classified as additional-paid-in capital.
15
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE C: INCOME TAXES
A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the period from July 18, 1997 (inception) through March 31, 2000 is as
follows:
<TABLE>
<CAPTION>
July 18,
1997
(inception)
Year Ended Year Ended Through
March 31, March 31, March 31,
2000 1999 2000
--------------------- -------------------- ---------------------
<S> <C> <C> <C>
U.S. statutory federal rate 15.00% 15.00% 15.00%
State income tax rate, net of federal benefit 4.04% 4.04% 4.04%
Offering costs, permanent difference 0.00% 0.00% 0.00%
Net operating loss (NOL) for which no tax
Benefit is currently available -19.04% -19.04% -19.04%
--------------------- -------------------- ---------------------
0.00% 0.00% 0.00%
===================== ==================== =====================
</TABLE>
The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
March 31, 2000 and 1999 was $2,729 and $299, respectively. The change in the
valuation allowance for the period from July 18, 1997 (inception) through March
31, 2000 was $3,356. NOL carryforwards at March 31, 2000 will begin to expire in
2012. The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax asset is no longer
impaired and the allowance is no longer required.
Should the Company undergo an ownership change, as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
which could reduce or defer the utilization of those losses.
NOTE D: SHAREHOLDERS' EQUITY
Common Stock
------------
The Company initially authorized 25,000 shares of $1.00 par value common stock.
On July 18, 1997 the Board of Directors approved an increase in authorized
shares to 100,000,000 and changed the par value to $.0001. On July 18, 1997 the
Company issued 500,000 shares of common stock for services valued at $.0001 per
share, or $50.
16
<PAGE>
TRIWEST MANAGEMENT RESOURCES CORPORATION
(A Development Stage Company)
Notes to Financial Statements
NOTE D: SHAREHOLDERS' EQUITY, CONCLUDED
On June 14, 1999 the Company filed amended articles with the state of Nevada to
change the authorized shares of common stock originally approved by the Board of
Directors on July 18, 1997 from 25,000, no par value to 100,000,000, $.0001 par.
Nevada Revised Statutes Section 78.385 (c) treats this amendment as if it was
filed on July 18, 1997, therefore, giving the Company enough shares for the
original issuance of 500,000 shares of common stock.
NOTE E: SUBSEQUENT EVENTS
Change in management
--------------------
In May 2000 the officers and directors of the Company resigned and a single
officer and director was appointed.
17
<PAGE>
PART II
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article VI of our Bylaws states certain indemnification rights. Our Bylaws
provide that we possess and may exercise powers of indemnification for officers,
directors, employees, agents and other persons. Our Board of Directors is
authorized and empowered to exercise all of our powers of indemnification,
without shareholder action. Our assets could be used to satisfy any liabilities
subject to indemnification.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses of our offering are being paid by management. These expenses
include registration fees of $26.40, accounting fees of $2,000 and legal fees of
approximately $5,000.
RECENT SALES OF UNREGISTERED SECURITIES
In July, 1997, we issued 500,000 common shares at $0.0001 per share to our
founding shareholder in consideration for services valued at $100. The sale of
our common shares was not a public offering and no underwriter or agent was
used. We relied on the exemption contained in section 4(2) of the Securities Act
of 1933.
<TABLE>
<CAPTION>
Item 27 Exhibits
<S> <C>
3.1* Articles of Incorporation
3.2* Amendment to Articles of Incorporation filed June 14, 1999
3.3* Bylaws
4.1* Form of Lock Up Agreement Executed by the Company's Shareholders
4.1.1* Specimen Informational Statement
5.1 Opinion of Evers & Hendrickson with respect to the legality of the shares being registered
23.1 Consent of Cordovano & Harvey
23.2 Consent of Evers & Hendrickson (included in Exhibit 5.1)
27.1 Financial Data Schedule
99.1** Escrow Agreement
99.2 Subscription Agreement
</TABLE>
* Previously filed
** To be filed in an amendment
Item 28 -- Undertakings
We undertake that we will:
1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
24
<PAGE>
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the bona
fide offering.
3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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.
SIGNATURES
In accordance with 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 SB-2 and authorized this registration
statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, Province of British Columbia, Canada,
on August 4, 2000.
TRIWEST MANAGEMENT RESOURCES CORP.
/s/ Jason John
------------------------------
Jason John, President,
Secretary and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ------ ----
<S> <C> <C>
/s/ Jason John President, Secretary August 4, 2000
-------------- and Director
Jason John
</TABLE>
25
<PAGE>
Until 90 days after the date when the funds and securities are released from the
escrow account, all dealers effecting transactions in the shares, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters to their unsold allotments or subscriptions.
