SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
TRSG, CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
Delaware 87-045382
---------- ----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
--------------------------------------------------------
(Address of principal executive offices)
The Amended 2002 Benefit Plan of TRSG Corporation
(Full title of the plan)
Richard A. Bailey, 3095 East Patrick Lane, Suite 1, Las
Vegas, Nevada 89120 (Name, address, including zip
code, of agent for service)
Telephone number for Issuer: (702) 938-9316
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amounts to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
Registered Share(1) Price Fee
=================================== ================ ========================= =========================== ==================
Common Stock, 0.001 par 50,000,000 $0.03 $1,500,000 $375.00
value
=================================== ================ ========================= =========================== ==================
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of June 11, 2002 a date within five business days prior to the
date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
Page -1-
Amended 2002 Benefit Plan of TRSG Corporation
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by TRSG Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1.The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-18 Registration Statement filed with the Commission on
December 6, 1988, and any amendment or report filed for the purpose of updating
such description. Said description is incorporated herein by reference. (See
"Item 3. Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an
Page -2-
opinion on the validity of the securities being offered hereby was hired on a
contingent basis or has or is to receive, in connection with this offering, a
substantial interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company's Articles of Incorporation, specifically Article Five, however,
eliminates the personal liability of the officers and directors to shareholders
or the corporation for money damages to shareholders or the Corporation except
(i) for any breach of a director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of Delaware as it may from time to time be amended
or any successor provision thereto (the unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any transaction from which
a director derived an improper personal benefit.
Deleware Corporation Law Section 145 provides that a corporation may limit or
eliminate officers' and directors' personal liability for good faith acts
believed to be in the best interests of the Corporation and with respect to
criminal acts where the director had no reasonable cause to believe his actions
were unlawful. Article VIII of the Company's Bylaws provides that the Company
shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Delaware.
In actions, proceedings and suits involving an officer or director because of
their being or having been an officer or director, other than actions by or in
the right of the corporation, Deleware Corporation Laws Section 145 (the
"Delaware Statute") permits a corporation to indemnify directors or officers
against actual and reasonable expenses, including attorney fees, judgments,
fines and amounts paid in settlement. The Delaware Statute applies to actions,
proceedings or suits whether civil, criminal, administrative or arbitrative in
nature. However, unless a court directs otherwise, indemnification is
permissible only if the officer or director meets the applicable standard of
conduct and indemnification is proper under the circumstances. In civil cases,
the standard of conduct requires the officer or director to act in good faith
and in a manner he or she reasonably believes to be in or not opposed to the
best interests of the Company. In criminal cases, an officer or director meets
the standard of conduct if they had no reasonable cause to believe his or her
conduct was unlawful. The board of directors acting through a quorum of
disinterested directors, independent legal counsel designated by the board of
directors, or the shareholders shall determine whether indemnification is proper
under the circumstances. Termination of proceedings by judgment, order,
settlement, conviction or plea of no contest or its equivalent, does not of
itself establish a presumption that the officer or director did not meet the
applicable standard of conduct. In actions by or in the right of the Company,
the Company may indemnify an officer or director against expenses provided he or
she satisfies the applicable standard of conduct. However, the Company cannot
indemnify an officer or director adjudged liable to the corporation on any
claim, issue or matter unless, and to the extent, the court determines that
despite the adjudication of liability, and in light of all the circumstances,
Page -3-
the officer or director is fairly and reasonably entitled to indemnity for
expenses. In all proceedings, whether by or in the right of the Company or
otherwise, the Delaware Statute requires indemnification to the extent the
officer or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Delaware
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Delaware Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
and is limited by reference to Delaware Corporation Laws Section 145, Article
VIII of the Company's Bylaws, and Article Five of the Company's Articles of
Incorporation.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page10.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as a new
registration statement relating to the securities
Page -4-
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[THIS SPACE INTENTIONALLY LEFT BLANK]
Page -5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on June 11, 2002.
TRSG Corporation
By: /s/ Richard A. Bailey
-----------------------------------------
Richard A. Bailey, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Richard A. Bailey with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Richard A. Bailey President and Director June 11, 2002
---------------------------
Richard A. Bailey
/s/ Florian R. Ternes Director. June 11, 2002
----------------------------
Florian R. Ternes
Page -6-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRSG Corporation
(a Delaware corporation)
Page -7-
INDEX TO EXHIBITS
Exhibits SEC Ref. No. Description of Exhibit
-------- ------------ ----------------------
A 4 Amended 2002 Stock Benefit Plan of the 10
Company
B 5, 23(b) Opinion and consent of Counsel with respect to 13
the legality of the issuance of securities being
issued
C 23(a) Consent of Accountant 16
Page -8-
THE AMENDED 2002 BENEFIT PLAN
OF
TRSG CORPORATION.
Page -9-
THE 2002 BENEFIT PLAN OF TRSG CORPORATION
TRSG Corporation, a Delaware corporation (the "Company"), hereby adopts
The 2002 Benefit Plan of TRSG Corporation (the "Plan") this 27th day of
December, 2001. Under the Plan, the Company may issue stock, or grant options to
acquire the Company's common stock, par value $0.001 (the "Stock"), from time to
time to employees of the Company or its subsidiaries, all on the terms and
conditions set forth herein ("Benefits"). In addition, at the discretion of the
Board of Directors, Benefits may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries but are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction. No stock may be
issued, or option granted under the benefit plan to consultants, advisors, or
other persons who directly or indirectly promote or maintain a market for the
Company's securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of fifty million (50,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.
Page -10-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.
a. Each Option issued as a benefit hereunder ("Option") shall have its
term established by the Plan Administrators at the time the Option is
granted.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.
c. Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the Option and
delivers the required consideration to the Company in accordance with the
terms of this Plan and then only as to the number of shares of Stock
acquired. Except as specifically provided in this Plan or as otherwise
specifically provided by the written provisions of the Option, no
adjustment to the exercise price or the number of shares of Stock subject
to the Option shall be made for dividends or other rights for which the
record date is prior to the date on which the Stock subject to the Option
is acquired by the holder.
d. Options shall vest and become exercisable at such time or times and
on such terms as the Plan Administrators may determine at the time of the
grant of the Option.
e. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its
term.
g. Options shall be non-transferable, except by the laws of descent
and distribution.
Page -11-
7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options, which
exercise price may be amended from time to time as the Plan Administrators shall
determine.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the fifty millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any three month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.
ATTEST:
/s/ Richard A. Bailey
-----------------------------------
Richard A. Bailey, President
Page -12-
EDWARD T. WELLS
Attorney at Law
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Phone (801) 575-8073
Fax: (801) 575-8092
June 11, 2002
Board of Directors
TRSG Corporation
3095 East Patrick Lane
Suite 1
Las Vegas, Nevada 89120
Re: Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement
Gentlemen:
I have acted as special counsel for TRSG Corporation, a Delaware
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The Amended 2002 Benefit Plan of TRSG Corporation" (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
fifty million (50,000,000) shares of the Company's common stock, par value $.001
(the "Shares").
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and amendments thereto and
Bylaws as submitted to me by the Company pursuant to my request for same;
2. The Registration Statement herein referenced;
3. The Board of Directors Resolution, dated June 6, 2001, authorizing and
approving the Company's Amended 2002 Benefit Plan and the preparation of
the Registration Statement; 4. The Company's Section 10(a) Prospectus for
the Registration Statement; 5. The Company's Form 10-KSB for the fiscal
year ended December 31, 2001 and the Company's Form 10-QSB for the
quarterly period ended March 31, 2002;
6. Such other documents as I have deemed necessary for the purposes of
this Opinion.
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.
Page -13-
The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the fifty million (50,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
provisions of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) Certain of the remedial provisions of the Amended 2002 Benefit Plan
may be further limited or rendered unenforceable by other applicable laws
and interpretations.
(B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the
Benefit Plan will be validly issued, fully paid and non- assessable, I
assumed that: (1) the Company's Board of Directors has exercised good
faith in establishing the value paid for the Shares; (2) all issuances
and cancellations of the capital stock of the Company will be fully and
accurately reflected in the Company's Stock Records as provided by the
Company's transfer agent; and (3) the consideration, as determined by the
Company's Board of Directors, to be received in exchange for each
issuance of common stock of the Company, has been paid in full and
actually received by the Company.
(C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have
assumed that no person or entity has engaged in fraud or
misrepresentation regarding the inducement relating to, or the execution
or delivery of, the documents reviewed.
(D) In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform
substantially to the originals, that all documents have been duly
executed on or as of the date represented on the documents, that
execution and delivery of the documents was duly authorized on the part
of the parties, that all documents are legal, valid and binding on the
parties and that all corporate records are complete.
(E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding
the Company's compliance with such requirements, whether they are of
federal or state origin, or any opinion as to the subsequent tradeability
of any Shares issued pursuant to the Benefit Plan.
(F) I am admitted to practice law in the State of Utah. I am not admitted
to practice law in the State of Delaware or in any other jurisdiction
where the Company may own property or transact business. This opinion is
with respect to federal law only and I have not consulted legal counsel
from any other jurisdiction for the purpose of the opinion contained
herein. I expressly except from this opinion any opinion as to whether or
to what extent a Delaware court or any other court would apply Delaware
law,
Page -14-
or the law of any other state or jurisdiction, to any particular aspect
of the facts, circumstances and transactions that are the subject of this
opinion.
(G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect
to the same. I assume no responsibility to advise you of any subsequent
changes or developments which might affect any aspect to this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/ Edward T. Wells
---------------------------------
Edward T. Wells
Page -15-
CONSENT OF INDEPENDENT ACCOUNTANTS
June 6, 2002
TRSG Corporation
3095 East Patrick Lane
Suite 1
Las Vegas, Nevada 89120
Gentlemen:
We hereby consent to the use of our audit report dated April 10, 2002
of TRSG Corporation for the year ended December 31, 2001 in the Form S-8 of TRSG
Corporation dated June 4, 2002.
/s/ Perrin, Fordree & Company P.C.
-----------------------------------
PERRIN, FORDREE & COMPANY, P.C.
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