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              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  
  
   1201 City Place, Edgewater, New Jersey                                 07020
  (Address of Principal Executive Offices)                              (Zip Code)
  
  
                   2005 CONSULTANTS AND ADVISERS COMPENSATION PLAN
                                         AND
                          COMPENSATION TO KENNETH HILOWITZ
  
                         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>
  -------------------------------------------------------------------------------------------------------------
  <S>                        <C>                  <C>                      <C>                     <C>
                                                                                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             7,000,000               $ 0.35                 $ 2,450,000             $311.00
  per share                      shares
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  
  
  
  <PAGE>
  (1)      This filing registers 6,750,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), to be issuable under the
  Registrant's 2005 Consultants and Advisers Compensation Plan for services to be
  provided to the registrant and 250,000 shares of the registrant's common stock
  will be issued to Kenneth Hilowitz, the registrant's Chief Executive Officer, as
  partial payment of accrued and unpaid salary and reimbursable expenses.
  
  (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 29, 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
  
                                         -4-
  
  <PAGE>
                    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.
  
  
  
                                     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 29, 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 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  President
  
  Principal Financial Officer:
  
  /s/ KENNETH HILOWITZ                                 December 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  
  Directors:
  
  
  /s/ KENNETH HILOWITZ                                 December 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  Director
  
  
  /s/ GENE FOLAND                                      December 29, 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
  
  
  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.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "tf_s8-41227.txt", "secsgml_size_bytes": 14539}]
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": "333-121748", "film-number": "041233165"}, "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              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
   1201 City Place, Edgewater, New Jersey                                 07020
  (Address of Principal Executive Offices)                              (Zip Code)
  
                   2005 CONSULTANTS AND ADVISERS COMPENSATION PLAN
                                         AND
                          COMPENSATION TO KENNETH HILOWITZ
  
                         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             7,000,000               $ 0.35                 $ 2,450,000             $311.00
  per share                      shares
  -------------------------------------------------------------------------------------------------------------
  (1)      This filing registers 6,750,000 shares of registrant's common stock,
  par value $0.001 per share (the "Common Stock"), to be issuable under the
  Registrant's 2005 Consultants and Advisers Compensation Plan for services to be
  provided to the registrant and 250,000 shares of the registrant's common stock
  will be issued to Kenneth Hilowitz, the registrant's Chief Executive Officer, as
  partial payment of accrued and unpaid salary and reimbursable expenses.
  
  (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 29, 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
  
                                         -4-
  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.
  
                                     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 29, 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 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  President
  
  Principal Financial Officer:
  
  /s/ KENNETH HILOWITZ                                 December 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  
  Directors:
  
  /s/ KENNETH HILOWITZ                                 December 29, 2004
  ----------------------------------
  Kenneth Hilowitz
  Director
  
  /s/ GENE FOLAND                                      December 29, 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
  
  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.