SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRIMFAST GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0367136
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 S. Harbour Island Blvd., Suite 260, Tampa, Florida 33062
(Address of Principal Executive Offices including zip code)
Consulting Services Plan
(Full title of the plan)
23123 State Road 7, Suite 350B
Boca Raton, Florida 33428
(Name and address of agent for service)
(561) 470-9010
(Telephone number, including area code, of agent for service)
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of
to be Registered Registered Price Per Share (1) Fee
Common Stock, $.001 10,000 $5.00 $13.20
par value
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price in the market for the common stock on March 17,
2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of TrimFast Group, Inc., a Nevada
corporation ("Company").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's Form 10-SB filed on July 12, 1999, and amended Form 10-SB
filed December 23, 1999 under Section 13(a) or 15(d) of Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and subsequently amended and filed on
March 13, 2000 as well as the registrant's latest quarterly reports of Form
10-QSB for the quarter ended September 30, 1999 and Form 8-Ks filed on November
2, 1999 and November 9, 1999.
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.
(c) The registrant's Form 10-SB, specifically including the description of the
registrant's class of securities registered in the Form 10-SB, as amended, which
was effective under the Exchange Act as of September 10, 1999. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposed of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The class of securities to be offered hereby has been registered on a Form 10-SB
filed on July 12, 1999 under Section 12 of the Exchange Act by the registrant,
and incorporated by reference.
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Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered will be passed upon for the Company by
the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida. Mr. Klein owns
10,000 shares of the Company's common stock in addition to the 10,000 shares to
be registered hereby.
The Law Office of Jeffrey Klein, P.A., has rendered legal services and prepared
Form S-8. Such office is located at 23123 State Road 7, Suite 350B, Boca Raton,
Florida 33428
Weinberg & Co., P.A. consent to the incorporation by reference of their report
on the audited financial statements contained in the Form 10-SB filed on July
12, 1999 and amended Form 10-SB filed December 23, 1999 and subsequently amended
and filed on March 13, 2000.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members
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of the Board who were not parties to the action cannot be obtained, by
independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their directors
or officers. Such insurance may provide coverage for any liability asserted
against the person and liability and expenses incurred by the person in their
capacity as a director or officer or arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such liability and expenses. However, no financial arrangement made under
Section 78.752 may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Consultants and Advisors
The following consultants will be issued securities pursuant to this
Registration statement:
Name Number Type of Services Provided
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Jeffrey Klein 10,000 Legal Services
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To 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;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement; and 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) and any deviation from the low or high 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 the volume and price represent no more than twenty percent (20%)
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 initial bona fide
offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each post
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effective amendment as a new registration statement for the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification in against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a Court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on January 31, 2000.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and oon the
date indicated:
TrimFast Group, Inc.
/s/ Michael Muzio
By: Michael Muzio, President and Chief Executive Officer
777 South Harbour Island Boulevard, Suite 260
Tampa, Florida 33602
Telephone: (813)275-0050
Facsimile: (813)275-0051
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EXHIBIT INDEX
Exhibit #
Exhibit Item
3.1
Articles of Incorporation (Incorporated by Reference, Form 10-SB)
3.2
Bylaws (Incorporated by Reference, Form 10-SB)
5
Opinion Re: Legality and Consent
10
10.1
Consulting Agreement between the Company and Jeffrey Klein
15
Letter consent re Unaudited Financial Information
23
Consent of Experts
EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF JEFFREY G. KLEIN, P.A.
23123 STATE ROAD 7
Suite 350B
Boca Raton, FL 33428
Phone: 561-470-9010
Facsimile: 561-470-9078
March 17, 2000
TRIMFAST GROUP, INC.
Attn: Michael Muzio, President
777 South Harbour Island Blvd., Suite 260
Tampa, Florida 33062
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for TrimFast Group, Inc., a
Nevada corporation (the "Company"), in connection with its proposed offering
under the Securities Act of 1933, as amended (the "Act"), of 10,000 shares of
its common stock which are to be issued under a plan for consulting services by
the Company, by a filing of a Registration Statement under Form S-8 to which
this opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission"). In connection with rendering the opinion as set forth below,
the Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed with
the Secretary of State of Nevada;
2. By Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or about
March 14, 2000 , authorizing the Consultant Agreement Plan (the "Plan") with the
consultant and certain other matters;
4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed
with the Commission.
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In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
registration Statement or a Post Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
/S/ JEFFREY G KLEIN
JEFFREY G KLEIN
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 24 day
of January 2000 is by and amongst TrimFast Group, Inc. (the "Company") and
Jeffrey Klein, P.A. (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to continue
to provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration receipt whereof is hereby acknowledged
it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall assist the Company with the preparation of its annual
report to be filed on Form 10-KSB for the year ended December 31, 1999 and such
other periodic reports as required under the Securities and Exchange Act of 1934
for the year 2000. Consultant will also assist the Company and review agreements
and contracts incurred in the ordinary course of business. Any agreements not in
the ordinary course of business will be dealt with on a case by case basis.
Consultant will review, but shall not be responsible for, any other filings
which the Company makes with the Securities and Exchange Commission including
the filings by the Law offices of Brenda Hamilton, for either the Form 10-SB or
SB-2 Registration Statement.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as
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may be required by Consultant. Company will make available to Consultant copies
of all material agreements, notice of pending or threatened litigation and
notice of all proposed press releases
4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 10,000 shares of the Company's common stock.
5. The Company will register these shares pursuant to a registration
statement on Form S-8.
6. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are valuable,
special, proprietary and unique assets of each. The parties agree that all
knowledge and information which each other shall acquire during the term of this
Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
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7. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
9. This Agreement may be executed in any number of counterparts, each of
which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their
hands an seals the day and year first above written.
CONSULTANT: COMPANY:
TRIMFAST GROUP, INC.
Jeffrey Klein Michael Muzio
- --------------------------------------------------------------------------------
/s/JEFFREY KLEIN BY: /s/Michael Muzio,
- --------------------------------------------------------------------------------
president
- --------------------------------------------------------------------------------
EXHIBIT 15
LETTER OF CONSENT
RE: UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
We hereby consent to the incorporation by reference of our report as of
September 30, 1999 relating to the unaudited condensed consolidated interim
financial statements of TrimFast Group, Inc. that are included in the Form 10-Q
for the quarter ended September 30, 1999, in the March 20, 2000 filing of
TrimFast Group, Inc. on Form S-8.
/S/ John Troy
By: John Troy, CPA
777 South Harbour Island Boulevard, Suite 260
Tampa, Florida 33602
Telephone: (813) 275-0050
Facsimile: (813) 275-0051
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in the March 20, 2000 Form
S-8 of Trimfast Group, Inc. our report for the year ended December 31, 1998 and
period ended December 31, 1997 dated June 10, 1999 (except for Notes 13(G),
13(H), 13(D), 7(C), 13(B), and 13(A) as to which the dates are June 14, 1999,
July 16, 1999, July 30, 1999, November 19, 1999, October 22, 1999, and October
23, 1999, respectively) relating to the financial statements of Trimfast Group,
Inc. and Subsidiaries which reports appears in the Form 10-SB, as amended, of
Trimfast Group, Inc. and to the reference to our Firm under the heading
"Experts" in the Form S-8.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
March 20, 2000
