content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                                TRIMFAST GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
            Nevada                                      32-0038621
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
  
  
   1201 City Place, Edgewater, New Jersey                                 07020
  (Address of Principal Executive Offices)                              (Zip Code)
  
  
                       Consultants Compensation to Keith Wells
  
                         Corporation Trust Company of Nevada
                              6100 Neil Road, Suite 500
                                   Reno, NV 89511
             (Name, address, and telephone number of agent for service)
  
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
  <S>                     <C>                <C>                      <C>                       <C>
  Common Stock,
  par value $0.001             1,100,000               $ 0.35                  $ 385,000              $49.00
  per share                      shares
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
  </TABLE>
  
  
  
  
  
  <PAGE>
  (1)      This filing registers 1,100,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), to be issued to Keith Wells for
  consulting and advisory services to provided to the registrant.
  
  (2)      Estimated solely for purposes of calculating the registration fee in
  accordance with the Securities Act of 1933, as amended, based on the closing
  price for the Common Stock in the over- the-counter market on December 1, 2004.
  
  (3)      Calculated in accordance with Section 6(b) of the Securities Act of
  1933, as amended (the "Act"), and Securities and Exchange Commission ("SEC")
  Rule 457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2003, filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the year covered by the
                    annual report referred to in (a) above, specifically the
                    quarterly report on Form 10Q-SB for the quarter ended
                    September 30, 2004.
  
           All documents filed by the Company subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
  
  
  
  
  
                                         -2-
  
  <PAGE>
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In addition to any rights of indemnification that may be granted to
  directors and officers under the Nevada Business Corporation Code, as amended,
  Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors and officers against liabilities that they may incur in such
  capacities.
  
           The Bylaws require the indemnification of an officer or director made
  or threatened to be made a party to a proceeding because such person is or was
  an officer or director of Company against certain liabilities and expenses if:
  (i) the officer or director acted in good faith; (ii) the officer or director
  reasonably believed the actions were in or not opposed to Company's best
  interest; and (iii) in the case of a criminal proceeding, the officer or
  director had no reasonable cause to believe that the conduct was unlawful. In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to indemnification to the fullest extent permitted by law if the
  officer or director acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally not entitled to indemnification:
  (i) in connection with any proceeding charging improper personal benefit to the
  officer or director in which the officer or director is adjudged liable on the
  basis that personal benefit was improperly received; or (ii) in connection with
  any proceeding initiated by such person against Company, its directors,
  officers, employees, or other agents.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable
  
  ITEM 8.  EXHIBITS.
  
           The exhibits listed in the index to exhibits, which appears on page 7
  hereof, are filed as part of this registration statement.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -3-
  
  <PAGE>
  ITEM 9.  UNDERTAKINGS.
  
           A.       The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (a)      To include any prospectus required by
                                      section 10(a)(3) of the Act;
  
                             (b)      To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereto)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement;
  
                             (c)      To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the registrant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Act, each such post-effective amendment
                             shall be deemed to be a new registration statement
                             relating to the securities offered therein, and the
                             offering of such securities at that time shall be
                             deemed to be the initial bona fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           B.       The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Act, each
                    filing of the registrant's annual report pursuant to Section
                    13(a) or Section 15(d) of the Exchange Act (and, where
                    applicable, each filing of an employee benefit plan's annual
                    report pursuant to Section 15(d) of the Exchange Act) that is
                    incorporated by reference in the registration statement shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           C.       Insofar as indemnification for liabilities arising under the
                    Act may be permitted to directors, officers, and controlling
                    persons of the registrant pursuant to the above-referenced
                    provisions, or otherwise, the registrant has been advised that
                    in the opinion of the SEC such indemnification is against
                    public policy as expressed in the Act and is, therefore,
                    unenforceable. In the event that a claim for indemnification
                    against such liabilities (other than the payment by the
                    registrant of expenses incurred
  
                                         -4-
  <PAGE>
                    or paid by a director, officer, or controlling person of the
                    registrant in the successful defense of any action, suit, or
                    proceeding) is asserted by such director, officer, or
                    controlling person in connection with the securities being
                    registered, the registrant will, unless in the opinion of its
                    counsel the matter has been settled by controlling precedent,
                    submit to a court of appropriate jurisdiction the question
                    whether such indemnification by it is against public policy as
                    expressed in the Act and will be governed by the final
                    adjudication of such issue.
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Edgewater, New Jersey on December 2, 2004.
  
  TRIMFAST GROUP, INC.
  
  
  By:      /s/ KENNETH HILOWITZ
           ----------------------------------
           Kenneth Hilowitz
           President
  
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth Hilowitz and Gene Foland, and each
  of them, his or her true and lawful attorney-in-fact and agent, with full power
  of substitution for him or her in any and all capacities, to sign any and all
  amendments or post-effective amendments to this registration statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the SEC, granting unto each such attorney and agent full power
  and authority to do any and all acts and things necessary or advisable in
  connection with such matters, and hereby ratifying and confirming all that each
  such attorney and agent, or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
  
  
  
  
  
  
  
  
  
  
  
                                         -5-
  
  <PAGE>
  Principal Executive Officer:                         Date:
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  President
  
  Principal Financial Officer:
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  
  Directors:
  
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  Director
  
  
  /s/ GENE FOLAND                                      December 2, 2004
  ----------------------------------
  Gene Foland
  Director
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -6-
  
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
  Exhibit Number (1)                  Exhibit                                Page
  --------------                      -------                                ----
  4.2                                  Bylaws                                 *
                              (relevant portions only)
  5.1                   Opinion of Robert C. Laskowski, Esq.                  7
                                (regarding legality)
  23.1                  Consent of Robert C. Laskowski, Esq.                  7
                             (included in Exhibit 5.1)
  
  23.2                   Consent of Timothy L. Steers, CPA                    8
  
  
  24.1                           Power of Attorney                            5
                    (see page 5 of this registration statement)
  
  *        Incorporated by reference.
  
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
  
                                  December 2, 2004
  
  To the Board of Directors
  Trimfast Group, Inc.
  Gentlemen:
  
           We have acted as counsel for Trimfast Group, Inc. ("Company") in
  connection with the preparation and filing of a Registration Statement on Form
  S-8 under the Securities Act of 1933, as amended, covering 1,100,000 shares of
  Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to
  Keith Wells. We have reviewed the corporate action of Company in connection with
  this matter and have examined and relied upon such documents, corporate records,
  and other evidence as we have deemed necessary for the purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non-assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                            Very truly yours,
  
                                            /s/ ROBERT C. LAKSOWSKI
  
                                         -7-
  
  <PAGE>
  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
  We consent to the incorporation by reference in this Registration Statement on
  Form S-8 of Trimfast Group, Inc. of our report dated March 9, 2004, with respect
  to the balance sheets of Trimfast Group, Inc. as of December 31, 2003 and 2002,
  and the related statements of operations, changes in stockholders' equity
  (deficit), and cash flows for each of the years then ended, which report appears
  in the Annual Report on Form 10-KSB.
  
                                             /s/ Timothy L. Steers, CPA, LLC
  
  December 2, 2004
  Portland, Oregon
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "tf_s8-41202.txt", "secsgml_size_bytes": 17282}]
metadata_filer: {"company-data": {"conformed-name": "TRIMFAST GROUP INC", "cik": "0001089297", "assigned-sic": "9995", "irs-number": "880367136", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120981", "film-number": "041184067"}, "business-address": {"street1": "1201 CITY PLACE", "street2": "-", "city": "EDGEWATER", "state": "NJ", "zip": "07020", "phone": "201-313-3246"}, "mail-address": {"street1": "1201 CITY PLACE", "street2": "-", "city": "EDGEWATER", "state": "NJ", "zip": "07020"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                TRIMFAST GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
            Nevada                                      32-0038621
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
  
   1201 City Place, Edgewater, New Jersey                                 07020
  (Address of Principal Executive Offices)                              (Zip Code)
  
                       Consultants Compensation to Keith Wells
  
                         Corporation Trust Company of Nevada
                              6100 Neil Road, Suite 500
                                   Reno, NV 89511
             (Name, address, and telephone number of agent for service)
  
                                     Copies to:
  
                              Robert C. Laskowski, Esq.
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                                   (503) 241-0780
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
                                                                                Proposed
                                                      Proposed                  maximum              Amount of
  Title of securities          Amount to          maximum offering         aggregate offering      registration
  to be registered           be registered        price per share                price                  fee
                                  (1)                   (2)                       (2)                   (3)
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
  Common Stock,
  par value $0.001             1,100,000               $ 0.35                  $ 385,000              $49.00
  per share                      shares
  ----------------------- ------------------ ------------------------ ------------------------- -----------------
  (1)      This filing registers 1,100,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), to be issued to Keith Wells for
  consulting and advisory services to provided to the registrant.
  
  (2)      Estimated solely for purposes of calculating the registration fee in
  accordance with the Securities Act of 1933, as amended, based on the closing
  price for the Common Stock in the over- the-counter market on December 1, 2004.
  
  (3)      Calculated in accordance with Section 6(b) of the Securities Act of
  1933, as amended (the "Act"), and Securities and Exchange Commission ("SEC")
  Rule 457(h) promulgated under the Act.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             Information required by Part I is permitted to be omitted.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Company with the SEC are incorporated
  by reference in this registration statement:
  
           (a)      Company's annual report on Form 10-KSB for year ended December
                    31, 2003, filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");
  
           (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the year covered by the
                    annual report referred to in (a) above, specifically the
                    quarterly report on Form 10Q-SB for the quarter ended
                    September 30, 2004.
  
           All documents filed by the Company subsequent to those listed in Item
  3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act, prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date of filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                         -2-
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           In addition to any rights of indemnification that may be granted to
  directors and officers under the Nevada Business Corporation Code, as amended,
  Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
  directors and officers against liabilities that they may incur in such
  capacities.
  
           The Bylaws require the indemnification of an officer or director made
  or threatened to be made a party to a proceeding because such person is or was
  an officer or director of Company against certain liabilities and expenses if:
  (i) the officer or director acted in good faith; (ii) the officer or director
  reasonably believed the actions were in or not opposed to Company's best
  interest; and (iii) in the case of a criminal proceeding, the officer or
  director had no reasonable cause to believe that the conduct was unlawful. In
  the case of any proceeding by or in the right of Company, an officer or director
  is entitled to indemnification to the fullest extent permitted by law if the
  officer or director acted in good faith and in a manner the officer or director
  reasonably believed was in or not opposed to Company's best interest.
  
           An officer or director is generally not entitled to indemnification:
  (i) in connection with any proceeding charging improper personal benefit to the
  officer or director in which the officer or director is adjudged liable on the
  basis that personal benefit was improperly received; or (ii) in connection with
  any proceeding initiated by such person against Company, its directors,
  officers, employees, or other agents.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable
  
  ITEM 8.  EXHIBITS.
  
           The exhibits listed in the index to exhibits, which appears on page 7
  hereof, are filed as part of this registration statement.
  
                                         -3-
  ITEM 9.  UNDERTAKINGS.
  
           A.       The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (a)      To include any prospectus required by
                                      section 10(a)(3) of the Act;
  
                             (b)      To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereto)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement;
  
                             (c)      To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                             provided, however, that paragraphs A(1)(a) and
                             A(1)(b) do not apply if the information required to
                             be included in a post-effective amendment by those
                             paragraphs is contained in periodic reports filed by
                             the registrant pursuant to Section 13 or Section
                             15(d) of the Exchange Act that are incorporated by
                             reference in the registration statement.
  
                    (2)      That, for the purpose of determining any liability
                             under the Act, each such post-effective amendment
                             shall be deemed to be a new registration statement
                             relating to the securities offered therein, and the
                             offering of such securities at that time shall be
                             deemed to be the initial bona fide offering thereof.
  
                    (3)      To remove from registration by means of a
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           B.       The undersigned registrant hereby undertakes that, for
                    purposes of determining any liability under the Act, each
                    filing of the registrant's annual report pursuant to Section
                    13(a) or Section 15(d) of the Exchange Act (and, where
                    applicable, each filing of an employee benefit plan's annual
                    report pursuant to Section 15(d) of the Exchange Act) that is
                    incorporated by reference in the registration statement shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           C.       Insofar as indemnification for liabilities arising under the
                    Act may be permitted to directors, officers, and controlling
                    persons of the registrant pursuant to the above-referenced
                    provisions, or otherwise, the registrant has been advised that
                    in the opinion of the SEC such indemnification is against
                    public policy as expressed in the Act and is, therefore,
                    unenforceable. In the event that a claim for indemnification
                    against such liabilities (other than the payment by the
                    registrant of expenses incurred
  
                                         -4-
  or paid by a director, officer, or controlling person of the
                    registrant in the successful defense of any action, suit, or
                    proceeding) is asserted by such director, officer, or
                    controlling person in connection with the securities being
                    registered, the registrant will, unless in the opinion of its
                    counsel the matter has been settled by controlling precedent,
                    submit to a court of appropriate jurisdiction the question
                    whether such indemnification by it is against public policy as
                    expressed in the Act and will be governed by the final
                    adjudication of such issue.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Act, as amended, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Edgewater, New Jersey on December 2, 2004.
  
  TRIMFAST GROUP, INC.
  
  By:      /s/ KENNETH HILOWITZ
           ----------------------------------
           Kenneth Hilowitz
           President
  
  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
  below hereby constitutes and appoints Kenneth Hilowitz and Gene Foland, and each
  of them, his or her true and lawful attorney-in-fact and agent, with full power
  of substitution for him or her in any and all capacities, to sign any and all
  amendments or post-effective amendments to this registration statement, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the SEC, granting unto each such attorney and agent full power
  and authority to do any and all acts and things necessary or advisable in
  connection with such matters, and hereby ratifying and confirming all that each
  such attorney and agent, or his substitute or substitutes, may lawfully do or
  cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Act, this registration statement
  has been signed by the following persons in the capacities and on the date(s)
  indicated:
  
                                         -5-
  Principal Executive Officer:                         Date:
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  President
  
  Principal Financial Officer:
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  
  Directors:
  
  /s/ KENNETH HILOWITZ                                 December 2, 2004
  ----------------------------------
  Kenneth Hilowitz
  Director
  
  /s/ GENE FOLAND                                      December 2, 2004
  ----------------------------------
  Gene Foland
  Director
  
                                         -6-
  INDEX TO EXHIBITS
  
  Exhibit Number (1)                  Exhibit                                Page
  --------------                      -------                                ----
  4.2                                  Bylaws                                 *
                              (relevant portions only)
  5.1                   Opinion of Robert C. Laskowski, Esq.                  7
                                (regarding legality)
  23.1                  Consent of Robert C. Laskowski, Esq.                  7
                             (included in Exhibit 5.1)
  
  23.2                   Consent of Timothy L. Steers, CPA                    8
  
  24.1                           Power of Attorney                            5
                    (see page 5 of this registration statement)
  
  *        Incorporated by reference.
  
  (1)      Other exhibits listed in Item 601 of SEC Regulation S-B are not
           applicable.
  
  Exhibit 5.1       Opinion of Robert C. Laskowski, Esq. (regarding legality).
  
                                 ROBERT C. LASKOWSKI
                                   Attorney at Law
                              520 SW Yamhill, Suite 600
                             Portland, Oregon 97204-1329
                              Telephone: (503) 241-0780
                              Facsimile: (503) 227-2980
  
                                  December 2, 2004
  
  To the Board of Directors
  Trimfast Group, Inc.
  Gentlemen:
  
           We have acted as counsel for Trimfast Group, Inc. ("Company") in
  connection with the preparation and filing of a Registration Statement on Form
  S-8 under the Securities Act of 1933, as amended, covering 1,100,000 shares of
  Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to
  Keith Wells. We have reviewed the corporate action of Company in connection with
  this matter and have examined and relied upon such documents, corporate records,
  and other evidence as we have deemed necessary for the purpose of this opinion.
           Based on the foregoing, it is our opinion that the Shares have been
  duly authorized and, when issued and sold pursuant to the Agreement, legally
  issued, fully paid, and non-assessable.
           We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement.
  
                                            Very truly yours,
  
                                            /s/ ROBERT C. LAKSOWSKI
  
                                         -7-
  Exhibit 23.2      Consent of Independent Auditors
  
                     (Letterhead of Timothy L. Steers, CPA, LLC)
  
  We consent to the incorporation by reference in this Registration Statement on
  Form S-8 of Trimfast Group, Inc. of our report dated March 9, 2004, with respect
  to the balance sheets of Trimfast Group, Inc. as of December 31, 2003 and 2002,
  and the related statements of operations, changes in stockholders' equity
  (deficit), and cash flows for each of the years then ended, which report appears
  in the Annual Report on Form 10-KSB.
  
                                             /s/ Timothy L. Steers, CPA, LLC
  
  December 2, 2004
  Portland, Oregon
  
                                         -8-