UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT 2 to
FORM S-1
Registration Statement Under the Securities Act of 1933

TRI-MARK MFG, INC.
(Exact Name of Registrant As Specified In Its Charter)

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California 20-8069359
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)

Barry Sytner
643 S. Olive Street, Suite 777 643 S. Olive Street, Suite 777
Los Angeles, CA 90014 Los Angeles, CA 90014
Telephone (213) 689-9300 Telephone (213) 689-9300
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)

Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Centennial, CO 80122
Phone 303-850-7637 Fax 303-482-2731

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes
effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [x]

If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
[ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerate filer, a non-accelerated filer, or a smaller
reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFER PRICE
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Common Stock 4,000,000 $ .25 $1,000,000 $39.30
--------- ---------- -------
Total 4,000,000 $1,000,000 $39.30

The Registrant amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall hereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.

Preliminary Prospectus Dated September 16, 2008. SUBJECT TO COMPLETION

$1,000,000

Up to a maximum of 4,000,000 Common Shares at $.25 per Common Share

Tri-Mark MFG, Inc.

Tri-Mark is registering 4,000,000 common shares at the purchase price
of $.25 per common share for the aggregate offering price of
$1,000,000.

The offering will commence on the effective date of this prospectus and
will terminate on or before June 30, 2009, unless extended by us for an
additional 90 days.

Our common stock is currently not listed on the NASD Over-The-Counter
Bulletin Board.

We will sell the common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common
shares using our best efforts and no one has agreed to buy any of our
common shares. There is no minimum amount of common shares we must
sell so no money raised from the sale of such common shares will go
into escrow, trust or another similar arrangement.

Consider carefully the risk factors beginning on page 6 in this
prospectus.

Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

Proceeds of the Offering
Per Common Share Total
Offering Price $.25 $1,000,000
Proceeds to Tri-Mark, before expenses $.25 $1,000,000

4
TABLE OF CONTENTS

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Prospectus Summary 5
Risk Factors 6
Forward Looking Statements 9
Use of Proceeds 10
Plan of Distribution 11
Business Operations 12
Dilution 20
Dividend Policy 21
Determination of Offering Price 21
Management's Discussion and Analysis of Financial
Condition and Results of Operations 21
Directors, Executive Officers Control Persons 23
Security Ownership of Certain Beneficial Owners
and Management 26
Certain Relationships and Related Transactions 26
Description of Capital Stock 27
Shares Eligible for Future Sale 28
Disclosure of Commission Position on Indemnification 29
for Securities Act liabilities
Market for Common Stock and Related Stockholder
Matters 29
Experts 30
Legal Proceedings 30
Legal Matters 30
Where You Can Find More Information 30
Financial Statements 30

PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 6
and the financial statements.

General
- ------- Tri-Mark MFG, Inc. was incorporated in the
State of California on December 18, 2006. Our
principal executive offices are located at 643
S. Olive Street, Suite 777, Los Angeles, CA
90014. Our telephone number is (213) 689-9300
and facsimile number is (213) 689-9304.

Operations
- ---------- Tri-Mark is a designer, marketer, and
manufacturer of affordable branded jewelry in
the United States. Since inception, we have
been focusing on the expansion of our jewelry
line and getting exhibit space in the major
jewelry shows. We exhibited our jewelry line
at the MJSA Expo in New York on April 13-15,
2008 and at JCK in Las Vegas on May 31 - June
4, 2008.

We began production in early December 2007 and
had sold our jewelry to one jewelry wholesaler,
jewelry by HAV as of December 31, 2007. We
currently have twelve wholesale customers - - .

We offer a large selection of jewelry styles,
consistent product quality, and prompt delivery
of product orders. Our principal product line
is a wide assortment of earrings, pendants, and
rings. Our jewelry is targeted towards the
middle market, which generally retails between
$19.99 to $49.99. We offer over 2,000 styles
of earrings, pendants, and rings.

We have an accumulated deficit of $(54,962) as
of June 30, 2008. In their opinion on our
financial statements as of and for the year
ended December 31, 2007, our auditors have
indicated that there is substantial doubt about
our ability to continue as a going concern.

Common stock
outstanding
- ------------ 8,000,000

Common shares being
sold in this offering
- ---------------------- 4,000,000

Termination of the
Offering
- ------------------ The offering will commence on the effective
date of this prospectus and will terminate on
or before June 30, 2009, unless extended by us
for an additional 90 days.

Market for our
common stock
- -------------- Our common stock is not listed on the NASD
Over-The-Counter Bulletin Board. We can
provide no assurance that there will be an
active market for our common stock.

Common Stock Control
- -------------------- Barry Sytner, an officer and director,
currently owns and will continue to own
sufficient common shares to control the
operations of Tri-Mark.

RISK FACTORS

Tri-Mark's business is subject to numerous risk factors, including the
following.

1. We cannot offer any assurance as to our future financial results.
We have received a going concern opinion from our auditors. You may
lose your entire investment.

We have not received substantial income from operations to date and
future financial results are uncertain. We cannot assure you that Tri-
Mark can operate in a profitable manner. We have an accumulated
deficit of $(54,962) as of June 30, 2008. Even if we obtain future
revenues sufficient to expand operations, increased production or
marketing expenses would adversely affect liquidity of Tri-Mark. In
their opinion on our financial statements as of and for the year ended
December 31, 2007, our auditors have indicated that there is
substantial doubt about our ability to continue as a going concern.

2. We do not have a public market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.

We do not have a public market for our common shares. Our securities
are not traded on any exchange. We cannot assure you that an active
public market will ever develop. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other
reason.

3. We do not meet the requirements for our stock to be quoted on
NASDAQ, American Stock Exchange or any other senior exchange and the
tradability in our stock will be limited under the penny stock
regulation.

The liquidity of our common stock is restricted as Tri-Mark's common
stock falls within the definition of a penny stock.

Under the rules of the Securities and Exchange Commission, if the price
of the company's common stock on the OTC Bulletin Board is below $5.00
per share, the company's common stock will come within the definition
of a "penny stock." As a result, Tri-Mark's common stock is subject to
the "penny stock" rules and regulations. Broker-dealers who sell penny
stocks to certain types of investors are required to comply with the
Commission's regulations concerning the transfer of penny stock. These
regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell
the company's common stock, and may affect the ability to resell the
company's common stock.

4. We are dependent on Barry Sytner and key management personnel. The
failure to attract and retain the necessary personnel could have a
materially adverse effect on our business, operations and financial
condition.

Our success is dependent upon, among other things, the services of Dan
Barry Sytner, chief executive officer. The loss of Mr. Sytner's
services could have a material adverse effect on our business,
operations and financial condition. We do not have key-man life
insurance policy for Mr. Sytner. Our CEO, Barry Sytner has held
management positions within the jewelry industry for over thirty-five
years. Our V.P. of Sales, Eugene Brennan has held senior management
positions with major corporations for the past thirty years.

The expansion of our business will place further demands on existing
management and future growth. Profitability will depend, in part, on
our ability to hire and retain the necessary personnel to operate our
business. There is no certainty that we will be able to identify,
attract, hire, train, retain and motivate other highly skilled
technical, administrative, managerial, marketing and customer service
personnel. Competition for such personnel is intense and there is no
certainty that we will be able to successfully attract, integrate or
retain sufficiently qualified personnel. The failure to attract and
retain the necessary personnel could have a materially adverse effect
on our business, operations and financial condition.

5. Our success may depend on the ability of our distributors to
implement viable marketing initiatives.

We offer the majority of our products through a network of independent
distributors. Our success is dependent upon the ability of these
distributors to implement viable marketing initiatives. Many of these
distributors may carry products from several different companies.
There is a risk that these distributors will give priority to the

products of other suppliers. The reduction or loss in sales by one or
more of our key distributors, or the inability to attract new
distributors, could have a material adverse effect on our business.

6. As most jewelry purchases are discretionary in nature, a downturn
in general economic conditions may cause our revenues to decline.

Jewelry purchases are discretionary for consumers and may be
particularly affected by adverse trends in the general economy. The
success of our operations depends to a significant extent upon a number
of factors relating to discretionary consumer spending, including
economic conditions that affect disposable consumer income such as:
employment; wages and salaries; business conditions; interest rates;
availability of credit; and taxation for the economy as a whole and in
regional and local markets where we operate. There can be no assurance
that consumer spending will not be adversely affected by general
economic conditions and negatively impact our results of operations or
financial conditions. Any significant deterioration in general
economic conditions or increases in interest rates may inhibit
consumers' use of credit and cause a material adverse affect on our net
sales and profitability. Furthermore, any downturn in general or local
economic conditions in the markets in which we operate could materially
adversely affect our collection of outstanding customer accounts
receivables.

7. The loss of our test market with Zale would have a material adverse
effect on our business.

Two of our new items have been selected for distribution by Zale
Corporation, one of the largest jewelers in the United States. Our
products were being sold in 140 of their stores on a test basis. There
can be no certainty that the orders will result in a material impact on
our financial condition. At this point, because of a downturn in
retail sales, Zale has postponed the test market of our products. We
currently cannot predict when the test market will be resumed, if ever.
The cancellation of the test marketing would have a material adverse
effect of our business.

8. If we are unable to anticipate consumer preferences, we may not
become profitable.

Our success depends upon our ability to anticipate and respond to
changing consumer preferences in a timely manner. Any failure by us to
identify and respond to changing consumer tastes could hurt our sales.
If we misjudge the market for our products, we may be faced with unsold
inventory.

9. We may not be able to compete in the highly competitive jewelry
industry and may never become profitable.

The jewelry industry is highly competitive. We compete with a large
number of established jewelry manufacturers and importers that have
significantly greater experience than us in designing, developing,
marketing and distributing such products, and who have significantly

greater financial, distribution, advertising and marketing resources
than we do. Increased competitive pressures from current and future
competitors could have a material adverse affect on our business.

10. We do not have any written agreements with our jewelry designers
and manufacturing personnel. We may not be able to retain their
services.

Our jewelry designers and manufacturing personnel are paid on a
piecework basis. We have not entered into any written agreements. We
cannot assure you that we will be able to retain their services in the
future. As a result, the cost of obtaining similar quality services
may negatively effect our operations if our relationship with any of
these individuals ceases. Additionally, we may not be able to find
qualified designers or manufacturing personnel to replace these
individuals.

11. Delays in prompt payments from our customers or disputes may
adversely affect our business.

We are and will be dependent upon reasonably prompt payments from our
customers to include large commercial businesses, government bodies and
other contracted parties. Delays or disputes may materially affect our
cash flow and place our operations in substantial jeopardy. We are not
certain we can obtain bank lines of credit for financing receivables,
if needed, or that the terms of such credit would be reasonable or
affordable.

FORWARD LOOKING STATEMENTS

The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the
use of forward-looking terminology such as "believes," "expects,"
"may," "should," or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We have made the
forward-looking statements with management's best estimates prepared
in good faith.

Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are
subject to significant uncertainties and contingencies that are
beyond our reasonable control, some of the assumptions inevitably
will not materialize and unanticipated events and circumstances may
occur subsequent to the date of this prospectus.

These forward-looking statements are based on current expectations,
and we will not update this information other than required by law.
Therefore, the actual experience of Tri-Mark, and results achieved
during the period covered by any particular projections and other
forward-looking statements should not be regarded as a
representation by Tri-Mark, or any other person, that we will
realize these estimates and projections, and actual results may vary

materially. We cannot assure you that any of these expectations
will be realized or that any of the forward-looking statements
contained herein will prove to be accurate.

USE OF PROCEEDS

Any proceeds received from the sale of our common shares - - - will be
deposited directly into the operating account of Tri-Mark. We will be
attempting to raise up to $1,000,000, minus expenses of $34,039, from
the sale of our common shares. These proceeds will be used as follows:

Gross Proceeds $1,000,000 $500,000
Expenses 34,039 34,039
---------- --------
Equipment and Hardware $250,000 $125,000
Sales and Marketing 500,000 250,000
Legal and Accounting 50,000 25,000
Working Capital 165,961 65,961
-------- --------
Net Proceeds $965,961 $465,961

Gross Proceeds $250,000 $125,000
Expenses 34,039 34,039
---------- --------

Equipment and Hardware $ 65,000 $ 50,000
Sales and Marketing 100,000 15,000
Legal and Accounting 25,000 15,000
Working Capital 25,961 10,961
-------- --------
Net Proceeds $215,961 $ 90,961

Working capital may also consist of income taxes, interest expense,
jewelry sales commissions and administrative expenses

In the event we are not successful in selling all of the securities to
raise at least $125,000, we would give utilize any available funds
raised, after funding our working capital needs, to increase our
marketing efforts.

PLAN OF DISTRIBUTION

This prospectus relates to the sale of 4,000,000 common shares.

We will sell the common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common
shares using our best efforts and no one has agreed to buy any of our
common shares. This prospectus permits our officers and directors to
sell the common shares directly to the public, with no commission or
other remuneration payable to them for any common shares they may sell.
There is no plan or arrangement to enter into any contracts or
agreements to sell the common shares with a broker or dealer. Our
officers and directors will sell the common shares and intend to offer
them to friends, family members and business acquaintances. There is
no minimum amount of common shares we must sell so no money raised from
the sale of our common shares will go into escrow, trust or another
similar arrangement.

The common shares are being offered by Barry Sytner and Eugene V.
Brennan, officers and directors of Tri-Mark. Messrs. Sytner and
Brennan will be relying on the safe harbor in Rule 3a4-1 of the
Securities Exchange Act of 1934 to sell the common shares. No sales

commission will be paid for common shares sold by Messrs. Sytner and
Brennan. Messrs. Sytner and Brennan are not subject to a statutory
disqualification and are not associated persons of a broker or dealer.

Additionally, Messrs. Sytner and Brennan primarily perform substantial
duties on behalf of Tri-Mark otherwise than in connection with
transactions in securities. Neither Mr. Sytner nor Mr. Brennan were a
broker or dealer or an associated person of a broker or dealer within
the preceding 12 months and they have not participated in selling an
offering of securities for any issuer more than once every 12 months
other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1
of the Securities Exchange Act of 1934.

The offering will commence on the effective date of this prospectus and
will terminate on or before June 30, 2009, unless extended by us for an
additional 90 days.

These are no finders.

Under the rules of the Securities and Exchange Commission, our common
stock will come within the definition of a "penny stock" because the
price of our common stock on the OTC Bulletin Board is below $5.00 per
share. As a result, our common stock will be subject to the "penny
stock" rules and regulations. Broker-dealers who sell penny stocks to
certain types of investors are required to comply with the Commission's
regulations concerning the transfer of penny stock. These regulations
require broker-dealers to:

- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell
our common stock, and may affect the ability to resell our common
stock.

BUSINESS OPERATIONS

Overview
- --------
Tri-Mark is a designer, marketer, and manufacturer of affordable
branded jewelry in the United States. Since inception, we have been
focusing on the expansion of our jewelry line and getting exhibit space
in the major jewelry shows. We exhibited our jewelry line at the MJSA
Expo in New York on April 13-15, 2008 and will be exhibiting our
jewelry line at JCK in Las Vegas on May 31 - June 4, 2008.

We began production in early December 2007 and had sold our jewelry to
one jewelry wholesaler, jewelry by HAV as of December 31, 2007. We
currently have twelve wholesale customers - - -.

Business Strategy
- -----------------
Our current business model calls for the implementation of the
following strategies:

- Maintain a Broad Product Mix - We maintain a broad product mix so
that we can meet the varying needs of potential customers. This also
enables us to supply each customer with a number of different styles of
each product, which jewelry retailers generally like to have in stock.
We currently offer approximately 2,000 styles of earrings, pendants,
and rings.

We provide earrings and other jewelry products that incorporate
traditional styles and designs. While we regularly update our product
lines and offer new products, we seek to avoid designs incorporating
fashion trends that are expected to have short life cycles. This
approach enables us to avoid accumulating obsolete inventory.

Additionally, we can create specially designed products in response to
requests or pictures submitted to us by customers. This variety and
flexibility allows us to meet a wide variety of our customers' jewelry
needs. Currently, specifically designed products constitute
approximately 2% of our business.

- Capitalize on Our Manufacturing Processes - Our manufacturing
process allows us to produce mass quantities of value priced jewelry.
We are able to offer products to our customers at prices that are
competitive with or lower than our competitors offering similar goods,
while maintaining adequate profit margins.

- Marketing of our product lines - Our marketing strategy is to
increase brand recognition of the Tri-Mark name. This includes
advertising in consumer magazines daily newspapers, online publications
and vertical outlets. We exhibited our jewelry line at the MJSA Expo
in New York on April 13-15, 2008 and will be exhibiting our jewelry
line at JCK in Las Vegas on May 31 - June 4, 2008.

For the next six months, we shall only concentrate on the marketing of
our products at jewelry shows. Other business activities will only be
pursued if we raise at least $125,000 and/or when we begin to generate
a positive cash flow, if ever. The cost of expanding our product line
is on a piecemeal basis and is yet to be determined.

Our Products
- ------------
- Principal product line. Our principal product line is a wide
assortment of earrings, pendants, and rings. We offer over 2,000
styles of earrings, pendants, and rings.

We provide our customers with a broad selection of stainless steel and
silver jewelry products that incorporate traditional styles and
designs. We avoid designs incorporating fashion trends, which are
expected to have short life cycles. This approach enables us to avoid

accumulating obsolete inventory. Additionally, by producing a greater
quantity of a particular product, our manufacturing process is more
cost efficient.

Our selection of pendants includes religious symbols; popular sayings;
sport themes and team logos; animal motifs; nautical, seashore,
western, musical, zodiac, and other thematic figures; initials; and
abstract artistic creations.

We also design earrings and pendants to match some of our rings so that
the products can be sold as a set.

- Design of our products. We regularly update our product lines
and offer new products. We utilize model makers/designers who develop
new designs based on research of the market and surveying stores,
catalogues, and industry publications to determine current trends.
These individuals are paid on a piecework basis.

Additionally, we can create specially designed products in response to
requests or pictures submitted to us by our customers. New product
design prototypes are created, and after evaluation, the final product
design is produced.

A principal goal of our design program is to maximize the perceived
value of our products through design and manufacturing innovations that
enhance the appearance of the jewelry without causing corresponding
increases in product costs. This design approach assists us in
producing quality products reflecting general consumer tastes. Tri-
Mark seeks products, not as fashion leaders or faddish styles, but of
enduring styles that encourage moderately priced impulse purchases.

Once a client makes a request for a piece of jewelry to be made, we
assist them in the design of the piece and the selection of the type of
precious metal and precious stone(s) for their piece. We then acquire
the raw materials in sufficient quantity to make the specific piece of
jewelry. In normal course business, we do not carry inventories of raw
materials.

Pricing
- -------
The prices for our jewelry are determined on an individual piece-by-
piece basis depending on the intricacy of the design and manufacture
process and the selection of materials to be used in creating each
piece.

Our prices are generally set based upon the cost of the precious
metals, the cost of the contract craftsperson's labor, and thereafter a
general mark-up. We currently fix the metal price on the date of
shipping. As orders increase, we intend to lessen the risk of market
fluctuations in the price of silver by either using the price we pay
for the silver to determine the prices we charge to our customers for

finished products incorporating the silver or by maintaining
appropriate forward contracts for the purchase of silver which protects
us against fluctuations in the price of silver between the order date
and the date of sale.

Our jewelry is targeted towards the middle market, which generally
retails between $19.99 to $49.99.

Suppliers
- ---------
We purchase our supplies and raw materials from a variety of suppliers
and we do not believe the loss of any of the suppliers would have a
material effect on our business. Alternative sources of supply for raw
materials for production of jewelry are readily available.

We have no continuing contracts with any of our suppliers and our
relationship with them may be terminated by either party at any time.
We are not dependent upon any particular supplier for its raw
materials. We have not encountered and do not envisage in the future,
any difficulty in obtaining sufficient raw materials for our needs.

Manufacturing
- -------------
We produce our product through the use of metal molds made specifically
for us instead of rubber molds. Based on our in-house research, we can
produce our products five times faster than with the use of the
conventional rubber molds typically used in the industry. This
provides substantially reduced costs per unit and requires minimal
skilled labor.

Tri-Mark utilizes CAD/CAM (computer aided design/computer aided
manufacturing) technology to enhance our design, modeling, and
production capabilities. The equipment is utilized for the design of
Tri-Mark's new products and for modifying the scale of existing designs
whenever possible. Tri-Mark updates its product offerings periodically
by adding new designs and eliminating less popular styles.

Our manufacturing process combines the CAD/CAM technology,
mechanization, and hand craftsmanship to produce fashionable and
moderately priced jewelry. We combine various metals to produce cast
jewelry, and finishing operations such as cleaning, polishing, diamond-
cutting, engraving, plating and other jewelry work. We utilize the
lost-wax/cast-in-place method of jewelry manufacturing to produce high-
quality gold rings, earrings, pendants, bracelets and brooches. We
create wax duplicates of the items that are encased in a plaster mold.
The plaster is hardened in an oven while the heat melts away the wax,
leaving a hollow mold pre-set with stones in place. The mold is
injected with metal, in effect reverse mounting the stones in the
jewelry.

In addition, we utilize the carbide, or Swiss-cutting, manufacturing
operation. This method uses ring blanks of various widths and
dimensions, which have been cut from tubes of karat gold in a lathing
process. The blanks are then placed on a cutting machine, which is set
up to cut designs into the ring using diamond tipped or carbide tipped
tools.

We use a bar-coded tracking system for all inventories in process.
When a job bag is transferred from one worker to another, it is
automatically electronically "wanded" (UPC barcoded for number of
units, style, and other pertinent customer information) into that
worker's custody. This has the effect of assigning responsibility for
the inventory. It also causes the recipient worker to verify quality
of the product prior to his or her commencement of work, in effect,
policing the prior worker's work product. If the previous work product
was substandard, the recipient worker would return the job to
production control that would require the previous worker to correct
the work product with no compensation.

Marketing
- ---------
Our marketing strategy is to increase brand recognition of the Tri-Mark
name. We intend to market and sell our jewelry primarily through our
in-house sales and marketing team from our showroom, through direct
presentations at customer's locations, through the use of catalogues
and trade show exhibitions and other advertising media. This includes
advertising in consumer magazines, daily newspapers, online
publications, and vertical outlets,

Competition
- -----------
The jewelry industry is highly competitive, both in the United States
and on a global basis. Tri-Mark encounters competition primarily from
manufacturers with national and international distribution capabilities
and, to a lesser extent, from small regional suppliers of jewelry. Our
competitors include domestic and foreign jewelry manufacturers,
wholesalers, and importers who may operate on a national, regional, and
local scale.

The principal competitive factors in the industry are price, quality,
and design and customer service. The recent trend towards
consolidation at the retail level in the jewelry industry and low labor
costs outside of the United States may increase the level of
competition facing Tri-Mark.

The diverse distribution channels in which we market our products
frequently involve different competitive factors. The ability to
provide specialized services is a particularly important competitive
factor in our sales to certain large retailers such as mass
merchandisers, discount stores, and warehouse clubs. As a result, we
offer the retailer the opportunity to give them a 3-D cad drawing of

the earrings with the retail price before the item is made. Therefore,
if the retailer wants to change the price because it is too high, we
can make the item smaller to adjust the retail price.

Product availability and the ability to offer consistent product
quality at competitive prices tend to be the key competitive factors to
the customer segments that we serve. Some of our competitors may
specialize in sales to particular distribution channels and may have
relationships with customers in those distribution channels that make
competition by us more difficult. We believe that the recent trend
towards consolidation at the retail level in the jewelry industry will
increase the level of competition in the markets in which we compete.

We believe that the principal competitive factors in our market
include:
- service functionality, quality and performance;
- ease of use, reliability, scalability and security of services;
customer service and support;
- establishing a significant base of customers and distribution
partners;
- ability to introduce new services to the market in a timely
manner;
- ability to integrate with third-party offerings and services; and
- pricing.

Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, and other
resources and greater name recognition than we have. Our current and
future competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements. Some of
these competitors have dominant positions in other markets and may seek
to leverage those positions to expand their presence, which may make it
more difficult for others to compete. In addition, current and
potential competitors have established, and may in the future
establish, cooperative relationships with third parties and with each
other to increase the availability of their products and services to
the marketplace. Competitors may introduce products or services that
have better capabilities or performance, lower prices, or broader
distribution or market acceptance, which could cause us to lose
customers, lose revenue and earnings, lose market share or require us
to increase expenses or reduce the price of our services, any of which
could harm our business and operating results.

Distribution
- ------------
We ship our products in bulk to our wholesale distributors - - -. For
certain retail jewelry chains, we prepackage and price tag most items.
We then ship an order of many different items to distribution centers
and stores in the chain. We provide additional services to certain
customers to meet their specific marketing needs, such as tagging,
boxing, and point-of-sale displays.

We will also ship our jewelry to a limited number of customers on a
consignment basis. Through these arrangements, we deliver our products
on consignment, and when sold to consumers, the retailer pays Tri-Mark
for the consigned merchandise. Consigned merchandise is subject to our
own consignment arrangements with our gold lenders.

We reduce gross sales by the amount of returns and discounts to
determine net sales each month. Each month we establish a reserve for
returns based on our historical experience, the amount of gross sales
and the customer base.

We have no contracts with any of our customers other than the orders
for made-to-order products and our relationships with them may be
terminated by either party at any time.

Seasonal Nature of Business
- ---------------------------
Wholesale purchases of jewelry are generally weighted to the third
quarter. While our sales are subject to seasonal fluctuations, these
fluctuations should be mitigated to a degree by the early placement of
orders, particularly for the Christmas holiday season. For most
manufacturers, these sales patterns reflect a business that tends to
fall one-third in the first half of the year with the remaining two-
thirds in the second half of the year.

Going Concern
- -------------
Our financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. In the
near term, Tri-Mark expects operating costs to continue to exceed funds
generated from operations. As a result, we expect to continue to incur
operating losses and may have insufficient funds to grow its business
in the near future. We can give no assurance that it will achieve
profitability or be capable of sustaining profitable operations. As a
result, operations in the near future are expected to continue to use
working capital.

We are actively increasing marketing efforts to increase revenues. The
ability of Tri-Mark to continue as a going concern is dependent on our
ability to raise at least $125,000 through this offering and the
success of our future operations.

Patents, Trademarks, Intellectual Property, and Proprietary Protection
- ----------------------------------------------------------------------
Tri-Mark does not own or license any patents, trademarks, or service
marks that are material to our business.

Tri-Mark is in the process of obtaining copyright protection for our
new product line.

Insurance
- ---------
We maintain primary all-risk insurance, with coverage in excess of our
current inventory levels (including consigned gold), to cover thefts
and damage to inventory located on our premises and insurance on Tri-
Mark goods in transit. We also maintain insurance covering theft and
damage to inventory at our suppliers' locations. The amount of
coverage available under such policies is limited and may vary by
location, but generally is in excess of the value of the gold held by a
particular supplier. Additional insurance coverage is provided by some
of Tri-Mark's suppliers. We also maintain fidelity insurance, which is
insurance providing coverage against theft or embezzlement by our
employees.

Environmental Matters
- ---------------------
Tri-Mark believes it is in material compliance with all relevant
federal, state, and local environmental regulations, and does not
expect to incur any significant costs to maintain compliance with the
regulations in the foreseeable future.

Extensive environmental laws and regulations and various other federal,
state and local laws and regulations regarding health and safety
matters affect our operations. Since our manufacturing operations
routinely use materials regulated by the environmental laws we may
incur material liabilities if any claims are brought against us in
connection with these operations. We have an ongoing compliance
program to ensure that our manufacturing processes are in compliance
with environmental rules and regulations. We have taken steps to
reduce the environmental risks associated with our operations and
believe that we are currently in substantial compliance with all
environmental laws.

Employees
- ---------
We presently have two full-time employees and no part-time employees.
Our jewelry designers are paid on a piecework basis and our sales
representatives are paid on a commission basis. There are no written
agreements.

Reports to Security Holders
- ---------------------------
We intend to become a fully reporting company under the requirements of
the Exchange Act, and will file the necessary quarterly and other
reports with the Securities and Exchange Commission. Although we will
not be required to deliver our annual or quarterly reports to security
holders, we intend to forward this information to security holders upon
receiving a written request to receive such information. The reports
and other information filed by us will be available for inspection and
copying at the public reference facilities of the Securities and
Exchange Commission located at 100 F Street N.E., Washington, D.C.
20549.

Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F.
Street N.E., Washington, D.C. 20549, at prescribed rates. Information
on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at: http://www.sec.gov
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Securities and Exchange Commission.

Properties
- -----------
Our corporate and manufacturing offices are located at 643 S. Olive
Street, Suite 777, Los Angeles, CA 90014. Our telephone number is
(213) 689-9300 and facsimile number is (213) 689-9304. These offices
consist of 800 square feet which are leased on a month to month basis
for $700.00 per month.

DILUTION

Assuming completion of the offering, there will be up to 12,000,000
common shares outstanding. The following table illustrates the per
common share dilution that may be experienced by investors at various
funding levels.

Funding Level $1,000,000 $500,000 $250,000 $125,000
---------- -------- -------- --------
<s> <c> <c> <c> <c>

Offering price $1.00 $1.00 $1.00 $1.00

Net tangible book
value per common
share before offering (.006) (.006) (.006) (.006)
Increase per common
share attributable to
investors .083 .048 .025 .011
----- ----- ----- -----
Pro forma net tangible
book value per
common share after
offering .077 .042 .019 .005
----- ----- ----- ------
Dilution to investors .923 .958 .981 .995
Dilution as a
percentage of
offering price 92.3% 95.8% 98.1% 99.5%

Based on 8,000,000 common shares outstanding as of June 30, 2008 and
total stockholder's deficit of $(44,962) utilizing unaudited June 30,
2008 financial statements.

Since inception, the officers, directors, promoters and affiliated
persons have paid an aggregate average price of $.0001 per common share
in comparison to the offering price of $1.00 per common share.

Further Dilution
- ----------------
Tri-Mark may issue equity and debt securities in the future. These
issuances and any sales of additional common shares may have a
depressive effect upon the market price of Tri-Mark's common shares and
investors in this offering.

DIVIDEND POLICY

We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.

Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.

No distribution may be made if, after giving it effect, we would not be
able to pay its debts as they become due in the usual course of
business; or the corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation
permit otherwise) the amount that would be needed, if we were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution. The board of directors
may base a determination that a distribution is not prohibitive either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation of other method that is reasonable in the circumstances.

DETERMINATION OF OFFERING PRICE

The offering price of the common shares was arbitrarily determined by
Tri-Mark based on the financial needs of Tri-Mark without regard to the
book value or market value, if any, of our common shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

We exhibit our product line at major jewelry trade shows. We are
actively seeking to exhibit our product line at other major trade shows
to increase our exposure to vendors. There can be no certainty that we
will be able to exhibit our product line at any other trade shows or
that we will receive any orders from the two trade shows we will
attend. Two of our new items have been selected for distribution by
Zale Corporation, one of the largest jewelers in the United States.
Our products were being sold in 140 of their stores on a test basis.
There can be no certainty that the orders will result in a material

impact on our financial condition. At this point, because of a
downturn in retail sales, Zale has postponed the test market of our
products. We currently cannot predict when the test market will be
resumed, if ever.

Our performance will be significantly affected by changes in general
economic conditions and, specifically, shifts in consumer confidence
and spending. Additionally, our performance will be affected by
competition from regional, national and international jewelry chains,
independent jewelry stores, general merchandisers, internet retailers
and warehouse clubs. Management believes that as the jewelry industry
continues to consolidate, competition with respect to price will
intensify. Such a heightened competitive pricing environment will make
it increasingly important for us to successfully distinguish us from
competitors based on unique products, quality and superior service and
operating efficiency.

- - - - The jewelry industry is seasonal in nature and we believe we will
earn a significant portion of earnings generated during the third
fiscal quarter holiday selling season.

We are currently not aware of any other known material trends, demands,
commitments, events or uncertainties that will have, or are reasonable
likely to have, a material impact on our financial condition, operating
performance, revenues and/or income, or results in our liquidity
decreasing or increasing in any material way.

Results of Operations for the years ended December 31, 2007 and 2006.

The net loss of $(25,669) for the year ended December 31, 2007
increased compared to last year due to commencement of operations.

Revenues
- --------
Revenues of $25,100 for the year ended December 31, 2007 increased from
$0 for the year ended December 31, 2006. This increase can also be
attributed to commencement of operations.

Cost of Revenues
- ----------------
Cost of Revenues of $20,063 for the year ended December 31, 2007
compared to $0 for the previous year. The increase in Cost of Revenues
is attributed to sales levels.

Selling, general and administrative expense
- -------------------------------------------
For the year ended December 31, 2007, general, administrative and
selling expenses of $29,906 increased from $650 for the year ended
December 31, 2007 due to the commencement of operations. Selling,
general and administrative expenses will continue to increase as we
implement sales and marketing initiatives.

Liquidity and Capital Resources
- -------------------------------
We have not received any significant revenues to date and our test
market with Zale has been postponed indefinitely. As a result of our
limited working capital, we have had to limit the marketing of our
products and attendance at shows. Until we are able to raise
additional funds to pursue our business plan and generate material
revenues, our activities will be restricted.

During the year ended December 31, 2007, net cash used by investing
activities of $111,000 compared to $0 for the year ended December 31,
2006. Cash used by investing activities resulted from our purchase of
property and equipment. We have no commitments for future purchases of
capital assets.

During the year ended December 31, 2007, net cash provided by financing
activities was $129,521 from proceeds of an officer loan compared to
$11,450 from proceeds from an officer loan of $1,450 and the issuance
of common stock of $10,000 for the year ended December 31, 2006.

Plan of Operations
- ------------------
We believe that we will need to
- increase net sales and expand gross margin by continuing to
design, develop, manufacture or source quality products;
- execute our marketing strategy to enhance customer awareness and
appreciation of our jewelry brand;
- provide a superior client experience through consistent
outstanding customer service that will ensure customer satisfaction and
promote the frequency and value of customer spending;
- expand distribution channels.

Our current cash balance is estimated to be sufficient to fund our
current operations for two months. We are attempting to increase the
sales to raise much needed cash for the remainder of the year, which
will be supplemented by our efforts to raise cash through the issuance
of equity securities. It is our intent to secure a market share in the
jewelry industry which we feel will require additional capital over the
long term to undertake sales and marketing initiatives, and to manage
timing differences in cash flows.

In the event we are not successful in selling all of the securities to
raise $1,000,000, we would give priority to allocating capital to the
purchase of equipment and hardware and launching marketing and sales
initiatives to develop sales in the industries we are currently working
in. Any remaining capital would be used to fund our working capital
needs.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number as the board of directors shall at
the time have designated. We confirm that the number of authorized

directors has been set at five pursuant to our bylaws. Each director
shall be selected for a term of one year and until his successor is
elected and qualified. Vacancies are filled by a majority vote of the
remaining directors then in office with the successor elected for the
unexpired term and until the successor is elected and qualified. The
directors, officers and significant employees are as follows:

NAME AND ADDRESS AGE POSITIONS HELD SINCE
<s> <c> <c> <c>
Barry Sytner 54 CEO, Director Inception
470 S. Bedford Drive to present
Beverly Hills, CA 90212

Eugene V. Brennan 66 VP of Sales Inception
1 Scenic Drive to present
Unit 609
Highlands, NJ 07732

Betty Soumekh 53 CFO, Secretary Inception
470 S. Bedford Drive Director to present
Beverly Hills, CA 90212

Business Experience
- -------------------
Barry Sytner, CEO and Director, has been in the jewelry industry since
1972. He founded Tri-Mark in 2006. Prior to Tri-Mark, Mr. Sytner was
C.E.O. of Trimline creations for 10 years, distributing promotional
diamond jewelry. From 1985 to 1995, Mr. Sytner was CEO of Flash
Designs, manufacturing and selling diamond accent jewelry. In 1972 -
1987, Mr. Sytner owned Stuart Findings, a jewelry manufacturer. Mr.
Sytner has served on committees for the Manufacturing Jewelers and
Silversmiths of America.

Eugene V. Brennan, V.P. of Sales, has held executive positions with
major corporations for the past 30 years. - - - From 1982 to 2005, Mr.
Brennan was principal of E.V. Brennan & Associates, an entity that
sells various products to wholesalers and department stores. From 1977
to 1982, Mr. Brennan was executive vice president and director at F.W.
Woolworth. Mr. Brennan has been on the Board of Directors of two
Chambers of Commerce, as well as a board member of Shopping Center
Associations and Merchants Associations in four cities.

Betty Soumekh, CFO, Secretary and Director of Tri-Mark Inc since its
inception and has brought a wealth of experience to Tri-Mark. She
consulted with Edison International for two years. From 1994 to 2004,
Ms Soumekh, as president of B.Nissan Consulting, she developed and
implemented organizational effectiveness strategies for AT&T, Blue
Cross, British Telecom, the Canadian Imperial Bank of Commerce,
Kimberly Clark, Vanguard Financial group. From 1991 to 1994, she was
Director of Organizational Development with Dylex, a retail chain
headquartered in Toronto. Ms Soumekh worked with the French Ministry

of Finance and Trade from 1982 to 1986 to promote Export Credit
programs for corporations with international operations. Ms Soumekh
holds an international MBA from the C.E.C.E, France

The above named directors will serve in their capacity as director
until our next annual shareholder meeting to be held within six months
of our fiscal year's close. Directors are elected for one-year terms.

Code of Ethics Policy
- ---------------------
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance
- --------------------
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.

Family Relationships
- --------------------
Barry Sytner, an officer and director is married to Betty Soumekh, an
officer and director.

Involvement in Certain Legal Proceedings
- ----------------------------------------
None of our directors, executive officers and control persons have been
involved in any of the following events during the past five years:
- Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time,
- Any conviction in a criminal proceeding or being subject to any
pending criminal proceeding (excluding traffic violations and other
minor offenses);
- Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities,; or
- Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.

Executive Compensation
- ----------------------
We may elect to award a cash bonus to key employees, directors,
officers and consultants based on meeting individual and corporate
planned objectives.

Summary Compensation Table
Non-Equity Nonqualified
Name Incentive Plan Deferred All Other
and Stock Options Plan Compen- Compensation Compen-
Principal Salary Bonus Awards Awards sation Earnings sation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>

Barry Sytner
Chief Executive
Officer 2007 - - - - - - - -
2006 - - - - - - - -
Betty Soumekh
Chief Financial
Officer 2007 - - - - - - - -
2006 - - - - - - - -

We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 31, 2008, the number and
percentage of outstanding shares of Tri-Mark common stock owned by (i)
each person known to us to beneficially own more than 5% of its
outstanding common stock, (ii) each director, (iii) each named
executive officer and significant employee, and (iv) all officers and
directors as a group.
Percentage
Name Amount Percentage After Offering
- ---- ------ ---------- --------------
Barry Sytner 8,000,000 100% 88.89%

Eugene V. Brennan 0 0% 0%

Betty Soumekh 0 0% 0%

Officers and Directors
As a group (3 persons) 8,000,000 100% 88.9%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Independence
- ---------------------
Tri-Mark's board of directors consists of Barry Sytner and Betty
Soumekh. They are not independent as such term is defined by a
national securities exchange or an inter-dealer quotation system.

For the six months ended June 30, 2008 and during the year ended
December 31, 2007, there were no transactions with related persons
other than as described below.

Related Party Loan
- ------------------
At December 31, 2007 and 2006, Barry Sytner, an officer and director
made loans to Tri-mark in the amounts of $130,971 and $1,450,
respectively. No interest is being accrued and there is no formal
repayment plan. Mr. Sytner is our chief executive officer and majority
shareholder. Management is of the opinion that the advances were
comparable to terms we could have obtained from unaffiliated third
persons. Mr. Sytner did not provide any non-cash contributions. There
is no written agreement(s) evidencing the loans.

DESCRIPTION OF CAPITAL STOCK

The following statements constitute brief summaries of Tri-Mark's
certificate of incorporation and bylaws, as amended.

Common Shares
- -------------
Tri-Mark's articles of incorporation authorize it to issue up to
25,000,000 common shares and no preferred shares, $0.0001 par value per
common share. On February 15, 2008, Tri-Mark effectuated an 8,000 to 1
forward stock split.

Liquidation Rights
- ------------------
Upon liquidation or dissolution, each outstanding common share will be
entitled to share equally in the assets of Tri-Mark legally available
for distribution to shareholders after the payment of all debts and
other liabilities.

Dividend Rights
- ---------------
There are no limitations or restrictions upon the rights of the board
of directors to declare dividends out of any funds legally available
therefore. Tri-Mark has not paid dividends to date and it is not
anticipated that any dividends will be paid in the foreseeable future.
The board of directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of Tri-Mark.

Accordingly, future dividends, if any, will depend upon, among other
considerations, Tri-Mark's need for working capital and its financial
conditions at the time.

Voting Rights
- -------------
Holders of common shares of Tri-Mark are entitled to voting rights of
one hundred percent. Holders may cast one vote for each share held at
all shareholders meetings for all purposes.

Other Rights
- ------------
Common shares are not redeemable, have no conversion rights and carry
no preemptive or other rights to subscribe to or purchase additional
common shares. Common Shares do not have cumulative voting features.
Our bylaws allow action to be taken by written consent rather than at a
meeting of stockholders with the consent of the holders of a majority
of shares entitled to vote.

Transfer Agent
- --------------
Upon completion of the offering, Olde Monmouth Stock Transfer will act
as Tri-Mark's transfer agent.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the date of this prospectus, there are 8,000,000 shares of our
common stock outstanding of which no common shares may be freely traded
without restriction.

Upon the effectiveness of this registration statement, up to an
additional 1,000,000 common shares may be issued and will be eligible
for immediate resale in the public market. The remaining common shares
will be restricted within the meaning of Rule 144 under the Securities
Act, and are subject to the resale provisions of Rule 144.

In general, under Rule 144, a person who has beneficially owned, for at
least one year, shares of common stock that have not been registered
under the Securities Act or that were acquired from an affiliate of
Tri-Mark is entitled to sell within any three-month period the number
of shares of common stock that does not exceed the greater of:

- one percent of the number of then outstanding shares of common
stock, or
- the average weekly reported trading volume during the four
calendar weeks preceding the sale.

Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Tri-Mark under the Securities Act
during the three months preceding a sale and who has beneficially owned
such shares for at least two years is entitled to sell the shares under
Rule 144 without regard to the volume, notice, information and manner
of sale provisions. Affiliates must comply with the restrictions and
requirements of Rule 144 when transferring restricted shares even after
the two year holding period has expired and must comply with the
restrictions and requirements of Rule 144 in order to sell unrestricted
shares.

No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect

the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
- ------------------
Our common stock is not traded over the counter or quoted by the Over
The Counter Bulletin Board (OTCBB).

Holders
- -------
As of August 31, 2008, there was only one shareholder of Tri-Mark.

Dividends
- ---------
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain any future earnings for use in our business.
Any decisions as to future payment of dividends will depend on our
earnings and financial position and such other factors as the board of
directors deems relevant.

EXPERTS

The financial statements of Tri-Mark appearing in this registration
statement have been audited by Spector, Wong & Davidian, LLP,
independent auditors and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings the outcome of which, in
the opinion of our management, would have a material adverse effect on
our business, financial condition, or results of operation.

LEGAL MATTERS

The validity of the common shares being offered hereby will be passed
upon by Jody M. Walker, Attorney At Law, Centennial Colorado.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:

Tri-Mark MFG, Inc.
643 South Olive St. #777
Los Angeles, CA 90014
Telephone (213) 689-9300
Fax (213) 689-9304

Attention: Barry Sytner, Chief Executive Officer

Our fiscal year ends on December 31st. We are a reporting company and
file annual, quarterly and current reports with the SEC. You may read
and copy any reports, statements, or other information we file at the
SEC's public reference room at 100 F Street, N.E., Washington D.C.
20549. You can request copies of these documents, upon payment of a
duplicating fee by writing to the SEC. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on
the SEC Internet site at http:\\www.sec.gov.

FINANCIAL STATEMENTS

Balance Sheets, as of June 30, 2008 (unaudited) and December 31, 2007
Statements of Operations (unaudited) for the three and six months ended
June 30, 2008 and 2007 and from inception through June 30, 2008
Statements of Cash Flows (unaudited) for the six months ended June 30,
2008 and 2007 and from inception through June 30, 2008
Notes to Interim Unaudited Financial Statements

Report of Independent Registered Public Accounting Firm dated January
28, 2008, amended on April 28, 2008.
Balance Sheets as of December 31, 2007 and December 31, 2006
Statements of Operations and Comprehensive Loss for the years ended
December 31, 2007 and 2006
Statements of Cash Flows for the years ended December 31, 2007 and 2006
(unaudited)
Notes to financial statements

TRI-MARK MFG, INC.
(A Development State Company)
BALANCE SHEETS
- -----------------------------------------------------------------------
As of
June 30, December 31,
2008 2007
-------- ------------
(Unaudited) (Audited)

ASSETS
CURRENT ASSETS:
Cash $ 106 $ 52
Accounts Receivable 8,023 -
---------- ----------
Total current assets 8,129 52

Property and equipment, net of accumulated
depreciation of $33,300 and $22,200 for
2007 and 2006, respectively 77,700 88,800
---------- ----------
TOTAL ASSETS $ 85,829 $ 113,852
========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable - related parties $ 125,191 $ 110,108
Other accrued expenses 5,600 800
---------- ----------
Total current liabilities 130,791 110,908
---------- ----------
TOTAL LIABILITIES 130,791 110,908
---------- ----------

Stockholders' Deficit:
Common stock, no par value; 25,000,000
shares authorized; 8,000,000 shares issued
and outstanding for both periods 10,000 10,000
Accumulated deficit during development
stage (54,962) (32,056)
---------- ----------
Total Stockholders' Deficit (44,962) (22,056)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 85,829 $ 88,852
========== ==========

See notes to interim unaudited financial statements.

TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

June 6, 2005
Three Months Ended Six Months Ended (Inception)
June 30 June 30 Through
------------------ ---------------- June 30,
2008 2007 2008 2007 2008
------- ------ ------ ------ ------------
<s> <c> <c> <c> <c> <c>
Revenues $ - $ - $ - $ - $ -
Cost and Expenses:
Selling, general and
administrative
expenses 7,550 1,470 22,106 4,780 53,362
-------- -------- -------- -------- ---------
7,550 1,470 22,106 4,780 53,362

Operating loss (7,550) (1,470) (22,106) (4,780) (53,362)
-------- -------- -------- -------- ---------
Net Loss before income
taxes (7,550) (1,470) (22,106) (4,780) (53,362)

Provision for Taxes - - 800 800 1,600
-------- -------- -------- -------- ---------
Net loss $ (7,550) $(1,470) $ (22,906) $ (5,580) $(54,962)
======== ======== ======== ======= ========

Net Loss, Basic and
Diluted NIL NIL NIL NIL

Weighted average number of
shares 8,000,000 8,000,000 8,000,000 8,000,000
========= ========= ========= =========

See notes to interim unaudited financial statements.

TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

Inception
For the six months ended December 15, 2006
June 30, through
2008 2007 December 31, 2007
---- ---- -----------------
<s> <c> <c> <c>
Cash Flow from Operating Activities:
Net loss $ (22,906) $ (10,800) $ (54,962)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation 11,100 - 33,300
(Increase)Decrease in:
inventory (8,023) - (8,023)
Increase(Decrease) in:
accrued expenses 4,800 800 5,600
---------- ---------- ---------
Net Cash used by Operating Activities (15,029) (10,000) (24,085)
---------- ---------- ---------
Cash Flow from Investing Activities:
Purchase of property and equipment - - (111,000)
---------- ---------- ---------
Net Cash used by Investing Activities - - (111,000)
---------- ---------- ---------
Cash Flow from Financing Activities:
Proceeds from Officer Loan 15,083 - 125,191
Proceeds from issuance of stock - 10,000 10,000
---------- ---------- --------
Net Cash provided by Financing Activities 15,083 10,000 135,191
---------- ---------- --------

Net Increase (Decrease) in Cash 54 - 106

Cash Balance, beginning of period 52 - -
---------- ---------- --------
Cash Balance at end of period $ 52 $ - $ 106
========== ========== ========

Supplemental Disclosures:
Taxes Paid $ - $ -

See notes to audited financial statements

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Business: Tri-Mark MFG, Inc., ("Tri-Mark") was incorporated
in the state of California on December 15, 2006. Tri-Mark designs and
manufactures low end jewelery which are marketed, wholesale and retail,
domestically.

The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP).

The Company's activities to date have been limited to organization and
capital formation. The Company's planned principal operations have
commenced, but there has been no significant revenue since its
inception. The Company is considered a development stage company as
defined under Financial Accounting Standards Board ("FASB") Statement
No. 7.

Presentation of Interim Information: The financial information at June
30, 2008 and for the three and six months ended June 30, 2008 and 2007
are unaudited, but includes all adjustments (consisting only of normal
recurring adjustments) that the Company considers necessary for a fair
presentation of the financial information set forth herein, in
accordance with accounting principles generally accepted in the United
States of America ("U.S. GAAP") for interim financial information, and
with the instructions to Form 10-Q. Accordingly, such information does
not include all of the information and footnotes required by U.S. GAAP
for annual financial statements. For further information refer to the
Financial Statements and footnotes thereto included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2007.

The balance sheet as of December 31, 2007 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by U.S. GAAP for complete
financial statements.

The results for the three and six months ended June 30, 2008 may not be
indicative of results for the year ending December 31, 2008 or any
future periods.

Use of estimates: The preparation of the accompanying financial
statements in conformity with accounting principles generally accepted
in the United States requires management to make certain estimates and
assumptions that directly affect the results of reported assets,
liabilities, revenue, and expenses. Actual results may differ from
these estimates.

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

Revenue recognition: The Company generally recognizes product revenue
when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collection is probable.
In instances where the final acceptance of the product is specified by
the customer, revenue is deferred until all acceptance criteria have
been met. Customers' prepayments are deferred until products are
shipped and accepted by the customers.

Cash Equivalents: For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments: The carrying amounts of the
financial instruments have been estimated by management to approximate
fair value.

Inventories: Inventories are valued at the lower of cost or market
(first-in, first-out) or net realizable value. The inventory as of
June 30, 2008 is consisted of gold.

Property and Equipment: Property and equipment are valued at cost.
Maintenance and repair costs are charged to expenses as incurred.
Depreciation is computed on the straight-line method based on the
estimated useful lives of the assets, generally 5 to 7 years.
Depreciation expense for the six months ended June 30, 2008 and 2007
was $11,100 and none, respectively.

Income Taxes: The Company elected to be taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under those provisions, the
Company has no federal income tax liability. Instead, the stockholder
is liable for individual income taxes on the respective share of the
Company's taxable income. State income taxes are provided based on
statutory rates.

Income (Loss) Per Common Share: The Company accounts for income (loss)
per share in accordance with Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share." SFAS No. 128 requires
that presentation of basic and diluted earnings per share for entities
with complex capital structures. Basic earnings per share includes no
dilution and is computed by dividing net income (loss) available to
common stockholders by the weighted average number of common stock
outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an
entity. Diluted net loss per common share does not differ from basic
net loss per common share as the Company lacks of dilutive items.

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

New Accounting Pronouncements: In March 2008, Financial Accounting
Standards Board {"FASB") issued Statement of Financial Accounting
Standards (SFAS) No. 161, "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities
by requiring companies to enhance disclosure about how these
instruments and activities affect their financial position, performance
and cash flows. SFAS 161 also improves the transparency about the
location and amounts of derivative instruments in a company's financial
statements and how they are accounted for under SFAS 133. SFAS 161 is
effective for financial statements issued for fiscal years beginning
after November 15, 2008 and interim periods beginning after that date.
As such, the Company is required to adopt these provisions beginning
with the quarter ending in February 2009. Adoption of SFAS 161 is not
expected to have a material impact on the Company's financial
statements.

In February 2007, the FASB issued SFAS No. 159 ("SFAS No. 159"), "The
Fair Value Option For Financial Assets And Financial Liabilities -
Including An Amendment of FASB Statement No. 115." SFAS No. 159
provides an option to report selected financial assets and financial
liabilities using fair value, and establishes required presentation and
disclosures to facilitate comparisons with companies that use different
measurements for similar assets and liabilities. SFAS No. 159 is
effective for the Company's fiscal year beginning August 1, 2008, with
early adoption allowed only if SFAS No. 157 is also adopted. The
Company is currently evaluating the potential impact of this standard
on the financial statements.

In June 2007, the FASB ratified Emerging Issues Task Force Issue No.
07-3, "Accounting for Nonrefundable Advance Payments for Goods or
Services to Be Used in Future Research and Development Activities"
("EITF 07-3"). EITF 07-3 requires non-refundable advance payments for
goods and services to be used in future research and development
activities to be recorded as an asset and the payments to be expensed
when the research and development activities are performed. EITF 07-1
will be effective for the Company's fiscal year beginning August 1,
2008. Currently, the Company does not anticipate that this statement
will have a significant impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
"Business Combinations" ("SFAS No.141(R)"). SFAS No. 141(R) will
replace SFAS 141, and establishes principles and requirements for how
the acquirer in a business combination reorganizes and measures in its
financial statements the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree; recognizes and
measures the goodwill acquired in the business combination or gain from

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES(Continued)

a bargain purchase; and determines what information to disclose to
enable users of the financial statements to evaluate the nature and
financial effects of the business combination. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. Currently, the Company does
not anticipate that this Statement will have a significant impact on
its financial statements.

In December 2007, the FASB issued SFAS No. 160, "Non-Controlling
Interests in Consolidated Financial Statements - an amendment of ARB
No. 51" ("SFAS No. 160"). T his statement requires that noncontrolling
or minority interests in subsidiaries be presented in the consolidated
statement of financial position within equity, but separate from the
parents' equity, and that the amount of the consolidated net income
attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated
statement of income. SFAS No. 160 will be effective for the Company's
fiscal year beginning August 1, 2009. The adoption of this statement
did not have a material effect on the Company's financial statements.

In December 2007, the FASB ratified the consensus reached on Emerging
Issues Task Force Issue No. 07-1, "Accounting for Collaborative
Arrangements Related to the Development and Commercialization of
Intellectual Property" ("EITF 07-1"). EITF 07-1 defines collaborative
arrangements and establishes reporting requirements for transactions
between participants in a collaborative arrangement and between
participants in the arrangement and third parties. EITF 07-1 will be
effective for the Company's fiscal year beginning August 1, 2009. The
Company is currently evaluating the potential impact of this standard
on the financial statements.

NOTE 2 - GOING CONCERN

The Company has incurred substantial losses, and has no revenue. Those
matters raise substantial doubt about the Company's ability to continue
as a going concern. Management of the Company is developing a plan to
commence its operations by obtaining an infusion of capital through
either public or private investment. The ability of the Company to
continue as a going concern is dependent on management's successful
planning for its operations and successful capital infusion.

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN(Continued)

The ability of the Company to continue as a going concern is dependent
on its ability to meet its financing arrangement and the success of its
future operations. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

As of
June 30, December 31,
2008 2007
------- ------------
Molds $ 111,000 $ 111,000
--------- ---------
111,000 111,000
Less accumulated depreciation (33,000) (22,200)
--------- ---------
Molds, net $ 77,700 $ 88,800
========= =========

NOTE 4-NOTE PAYABLE TO RELATED PARTIES

Notes Payable to related parties at June 30, 2008, and December 31,
2007 consists of loans from the CEO of the Company in the amounts of
$125,191 and $110,108, respectively. The note is due on demand, and
has no interest provisions.

NOTE 5-OTHER ACCRUED EXPENSES

Other accrued expenses consist of:

June 30, 2008 December 31, 2007
------------- -----------------
Accrued Professional Fees $ 4,000 $ -
Accrued State Minimum Tax 1,600 800
--------- ---------
Total $ 5,600 $ 800
========= =========

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 6-NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net
loss per share:
Three Months Ended Six Months Ended
2008 2007 2008 2007
------------------ ----------------
Numerator:
Net Loss $(7,550) $(1,470) $(22,906) $(5,580)
--------- --------- --------- ---------
Denominator:
Weighted Average Number of
Shares 8,000,000 8,000,000 8,000,000 8,000,000
--------- --------- --------- ---------
Net loss per share -
Basic and Diluted NIL NIL NIL NIL
========== ========= ========= =========

NOTE 7-STOCKHOLDERS' EQUITY

On February 15, 2008, the Company held a special shareholder meeting
and approved to increase the number of authorized common shares from
1,000 to 25,000,000, and also approved a forward stock split of 8,000
to 1 common shares. The accompanying financial statements have been
retroactively adjusted to reflect the forward stock split.

As of June 30, 2008, all stocks were issued to Company's sole
shareholder and the CEO.

NOTE 8 - GUARANTEES

The Company from time to time may enter into certain types of contracts
that contingently require the Company to indemnify parties against
third-party claims. These contracts primarily relate to: (i)
divestiture agreements, under which the Company may provide customary
indemnifications to purchasers of the Company's businesses or assets;
and (ii) certain agreements with the Company's officers, directors and
employees, under which the Company may be required to indemnify such
persons for liabilities arising our of their employment relationship.

The terms of such obligations vary. Generally, a maximum obligation is
not explicitly stated. Because the obligated amounts of these types of
agreements often are not explicitly stated, the overall maximum amount
of the obligation cannot be reasonably estimated. Historically, the
Company has not been obligated to make significant payments for these
obligations, and no liabilities have been recorded for these
obligations on its balance sheets as of June 30, 2008, and December 31,
2007.

Tri-Mark MFG, Inc.
(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 9 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose
information about its operating segments when it presents a complete
set of financial statements. Since the Company has only one segment;
accordingly, detailed information of the reportable segment is not
presented.

NOTE 10 - SUBSEQUENT EVENT

The Company is in the process of terminating its Subchapter S election
of the Internal Revenue Code.

After the termination of the Subchapter S, the retroactive
stockholder's deficit section on the balance sheet would be affected as
follows:

As of
June 30,
2008
-------
Stockholders' Deficit
Common stock, no par value, 25,000,000
shares authorized; 8,000,000 shares
issued and outstanding for both $ 10,000
Accumulated deficit during development stage (54,962)
---------
Total Stockholders' Deficit $ (44,962)
=========

42
[Letterhead of SPECTOR, WONG & DAVIDIAN, LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Tri-Mark MFG, Inc.:
We have audited the accompanying balance sheets of Tri-Mark MFG, Inc.
(a development stage company) as of December 31, 2007, and 2006, and
the related statements of operations, stockholders' deficit, and cash
flows for each of the years ended December 31, 2007, and 2006 and for
the period from December 15, 2006 (Inception) to December 31, 2007.
These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial positions of Tri-Mark
MFG, Inc. as of December 31, 2007, and 2006, and the results of its
operations and its cash flows for each of the years ended December 31,
2007, and 2006 and for the period from December 15, 2006 (Inception) to
December 31, 2007 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company's operating losses and working
capital deficiency raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those
matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ Spector, Wong & Davidian, LLP
Spector, Wong & Davidian, LLP
Pasadena, California
January 28, 2008, (except for Note 2, as to which the date is April 28,
2008, and for Note 1, 3, 4, 5, 6 and 9, as to which the date is August
29, 2008

TRI-MARK MFG, INC.
(A Development State Company)
BALANCE SHEETS
- -----------------------------------------------------------------------
As of
-------------------------
December 31, December 31
2007 2006
------------ -----------
(Restated)
ASSETS
CURRENT ASSETS:
Cash $ 52 $ 10,000
---------- ----------
Total current assets 52 10,000
---------- ----------
Property and equipment, net of accumulated
depreciation of $22,200 and none for
2007 and 2006, respectively 88,800 -
---------- ----------
TOTAL ASSETS $ 88,852 $ 10,000
========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable - related parties $ 110,108 $ 1,450
Accrued minimum state tax 800 -
---------- ----------
Total current liabilities 110,908 1,450
---------- ----------
TOTAL LIABILITIES 110,908 1,450
---------- ----------

Stockholders' Deficit:
Common stock, no par value; 1,000 shares
authorized; 1,000 shares issued and
outstanding for both years 10,000 10,000
Accumulated deficit during development
stage (32,056) (1,450)
---------- ----------
Total Stockholders' Equity(Deficit) (22,056) 8,550
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
AND (DEFICIT) $ 88,852 $ 10,000
========== ==========

See notes to audited financial statements.

TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

For years ended Inception
December 31, December 15, 2006
--------------- through
2007 2006 December 31, 2007
---- ---- -----------------
<s> <c> <c> <c>
(Restated) (Restated)
Selling, general and administrative
expenses $ 29,906 1,450 31,256
--------- --------- --------
29,806 1,450 31,256

Operating loss (29,806) (1,450) (31,256)

Net loss before Income Taxes (29,806) (1,450) (31,256)

Provision for Taxes 800 - 900
--------- --------- ---------
Net Loss $ (30,606) $ (1,450) $ (32,056)
========= ======== =========
Net loss per share, Basic and Diluted $ (30,61) $ (1.45)

Weighted Average Number of Shares 1,000 1,000

See notes to audited financial statements.

TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT

Common Stock Accumulated
Shares Amounts Deficit Total
---------------- ----------- -------
<s> <c> <c> <c> <c>
BALANCE, December 15, 2006
(Inception) - $ - $ - $ -
Issuance of Common Stock for cash 1,000 10,000 - 10,000

Net Loss for the year ended
December 31, 2006 - - (1,450) (1,450)
-----------------------------------------
Balance at December 31, 2006 1,000 10,000 (1,450) 8,550
=========================================
Net Loss for the year ended
December 31, 2007 - - (30,606) (30,606)
-----------------------------------------
Balance at December 31, 2007 1,000 $ 10,000 (32,056) (22,056)
=========================================

See notes to audited financial statements

TRI-MARK MFG, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

For the year ended Inception
December 31, December 15, 2006
--------------- through
2007 2006 December 31, 2007
---- ---- -----------------
<s> <c> <c> <c>
Cash Flow from Operating Activities:
Net loss $ (30,606) $ (1,450) $ (32,056)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation 22,200 - 22,200
Increase in accrued expenses 800 - 800
--------- --------- ---------
Net Cash used by Operating Activities (7,606) (1,450) (9,056)
Cash Flow from Investing Activities:
Purchase of property and equipment (111,000) - (111,000)
--------- --------- ---------
Net Cash used by Investing Activities (111,000) - (111,000)
Cash Flow from Financing Activities:
Proceeds from Officer Loan 108,658 1,450 110,108
Proceeds from issuance of stock - 10,000 -
---------- -------- ---------
Net Cash provided by Financing Activities 108,658 11,450 120,108
---------- -------- ---------

Net Increase (Decrease) in Cash (9,948) 10,000 52

Cash Balance, beginning of period 10,000 - -
---------- -------- ---------
Cash Balance at end of period $ 52 $ 10,000 $ 52
========== ======== =========

Supplemental Disclosures:
Taxes Paid $ - $ -

See notes to audited financial statements

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Business: Tri-Mark MFG, Inc. ("Tri-Mark") was incorporated
in the state of California on December 15, 2006. Tri-Mark designs and
manufactures low end jewelry which are marketed, wholesale and retail,
domestically.

The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP).

Reclassification: Certain reclassifications have been made to decrease
the accounts receivable and the deferred revenue on the restated
financial statements presentation. Such reclassification had no effect
on net loss previously reported.

Revenue recognition: The Company generally recognizes product revenue
when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, and collectibility is
probable. In instances where the final acceptance of the product is
specified by the customer, revenue is deferred until all acceptance
criteria has been met. Customers' prepayments are deferred until
products are shipped and accepted by the customers.

Cash Equivalents: For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments: The carrying amounts of the
financial instruments have been estimated by management to approximate
fair value.

Property and Equipment: Property and Equipment are valued at cost.
Maintenance and repair costs are charged to expenses as incurred.
Depreciation is computed on the straight-.line method based on the
following estimated useful lives of the assets: 3 to 5 years for
computer, software and office equipment, and 5 to 7 years for furniture
and fixtures.

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Net Loss Per Share: Basic net loss per share includes no dilution and
is computed by dividing net loss available to common stockholders by
the weighted average number of common stock outstanding for the period.
Diluted net loss per share does not differ from basic net loss per
share since potential shares of common stock are anti-dilutive for all
periods presented.

New Accounting Standards: In June 2006, the Financial Accounting
Standards Board (FASB") issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, ("FIN 48"). This Interpretation clarifies
the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No.
109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. This Interpretation also
provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition.
FIN 48 is effective for fiscal years beginning after December 15, 2006.
The Company does not expect the adoption of FIN 48 to have a material
impact on its financial statements.

In September 2006, the FASB issued Financial Accounting Standards
(FAS") No. 157, Fair Value Measurements. FAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair
value measurements. This statement addresses how to calculate fair
value measurements required or permitted under other accounting
pronouncements. Accordingly, this statement does not require any new
fair value measurements. However, for some entities, the application
of the statement will change current practice. FAS No. 157 is
effective for the Company beginning January 1, 2008. The Company is
currently evaluating the impact of this standard.

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)

In September 2006, the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin No. 108 ("SAB 108"), Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements. The stated purpose of SAB 108 is to
provide consistency between how registrants quantify financial
statement misstatements.

Prior to the issuance of SAB 108 there have been two widely-used
methods, known as the "roll-over" and "iron curtain" methods, of
quantifying the effects of financial statement misstatements. The
roll-over method quantifies the amount by which the current year income
statement is misstated while the iron curtain method quantifies the
error as the cumulative amount by which the current year balance sheet
is misstated. Neither of these methods considers the impact of
misstatements on the financial statements as a whole.

SAB 108 established an approach that requires quantification of
financial statement misstatements based on the effects of the
misstatement on each of the Company's financial statements and the
related financial statement disclosures. This approach is referred to
as the "dual approach" as it requires quantification of errors under
both the roll-over and iron curtain methods.

SAB 108 allows registrants to initially apply the dual approach by
either retroactively adjusting prior financial statements as if the
dual approach had always been used, or by recording the cumulative
effect of initially applying the dual approach as adjustments to the
carrying values of assets and liabilities as of January 1, 2006 with an
offsetting adjustment recorded to the opening balance of retained
earnings.

The Company will initially apply SAB 108 using the cumulative effect
transition method in connection with the preparation of the annual
financial statements for the year ending December 31, 2006. The
Company does not believe the adoption of SAB 108 will have a
significant effect on its financial statements.

The FASB has also issued FAS 155, Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140,
FAS 156, Accounting for Servicing of Financial Assets - an amendment of
FASB Statement No. 140, and FAS 158, Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans, but they will not be
applicable to the current operations of the Company. Therefore, a
description and the impact on the Company's operations and financial
position for each of the pronouncements above have not been disclosed.

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 2 - GOING CONCERN

The Company has incurred substantial losses and has no revenue. Those
matters raise substantial doubt about the Company's ability to continue
as a going concern. Management of the Company is developing a plan to
commence its operations by obtaining an infusion of capital through
either public or private investment. The ability of the Company to
continue as a going concern is dependent on its managements successful
planning for its operations and successful capital infusion.

The ability of the Company to continue as a going concern is dependent
on its ability to meet its financial arrangement and the success of its
future operations. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 3-PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:
As of December 31,
2007 2006
---- ----
Molds $111,000 $ -
-------- --------
111,000 -
Less accumulated depreciation (22,200) -
-------- --------
Molds, net $ 88,800 $ -
======== ========

NOTE 4 - NOTE PAYABLE TO RELATED PARTIES

Note Payable to related parties at December 31, 2007, and 2006 consists
of loans from the CEO of the Company in the amounts of $110,108 and
$1,450, respectively. The note is due on demand and has no interest
provisions.

NOTE 5 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net
loss per share:
For years ended December 31,
2007 2006
----------------------------
Numerator:
Net Loss $ (30,606) $ (1,450)

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 5 - NET LOSS PER SHARE(Continued)

Denominator:
Weighted Average Number of Shares 1,000 1,000
---------- ----------
Net loss per share - Basic and Diluted $ (30.61) $ (1.45)
========== ==========

NOTE 6 - PROVISION FOR INCOME TAXES

Provision of income tax consists of a minimum state franchise tax of
$800 for the year ended December 31, 2007.

NOTE 7 - GUARANTEES

The terms of such obligations vary. Generally, maximum obligation is
not explicitly stated. Because the obligated amounts of these types of
agreements often are not explicitly stated, the overall maximum amount
of the obligation cannot be reasonably estimated. Historically, the
Company has not been obligated to make significant payments for these
obligations, and no liabilities have been recorded for these
obligations on its balance sheet as of December 31, 2007.

NOTE 8 - SEGMENT INFORMATION

NOTE 9 - SUBSEQUENT EVENT

Termination of Subchapter S Corporate Status
- --------------------------------------------
The Company is in the process of terminating its Subchapter S election
of the Internal Revenue Code.

TRI-MARK MFG, INC.
(A Development Stage Company)
NOTES TO AUDITED FINANCIAL STATEMENTS
- -----------------------------------------------------------

NOTE 9-SUBSEQUENT EVENT(Continued)

Stock Split
- -----------
On February 15, 2008, the Company held a special shareholder meeting
and approved to increase the number of authorized common shares from
1,000 to 25,000,000, and also approved a forward stock split of 8,000
to 1 common shares.

After the termination of the Subchapter S, and the stock split on
February 15, 2008, the retroactive stockholder's deficit section on the
balance sheet would be affected as follows:

As of 2007 2006
Stockholders' Deficit
Common stock, no par value,
25,000,000 shares authorized;
8,000,000 shares issued and outstanding
for both years $ 10,000 $ 10,000
Accumulated deficit during development
stage (30,606) (1,450)
-------- --------
Total Stockholders' Deficit $(20,606) $ 8,550
======== ========

Up to a Maximum of 4,000,000 Common Shares at $.25 per Common Share

Prospectus

Tri-Mark MFG, Inc.

September 16, 2008

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED.

Until __________________2009, all dealers that effect transactions in
these securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The registrant shall pay the expenses.

SEC Registration Fee . . . . . . $ 39.30
Printing and Engraving Expenses 1,500.00
Legal Fees and Expenses . . . . 25,000.00
Accounting Fees and Expenses. . 5,000.00
Miscellaneous . . . . . . . . . 2,500.00
----------
TOTAL . . . . . . . . . . . . . $34,039.30
==========

Item 14. Indemnification of Directors and Officers
- ---------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities
- -------------------------------------------------
In December 2006, Tri-Mark issued Barry Sytner, an officer and
director, 1,000 common shares for cash of $10,000.

The above securities issued in 2006 were issued pursuant to an
exemption from registration under Section 4(2) of the Securities Act of
1933 to sophisticated investors.

Item 16. Exhibits and Financial Statement Schedules
- ---------------------------------------------------

INDEX TO EXHIBITS

Exhibit Number and Identification of Exhibit

(3) Articles of Incorporation, By-Laws
(i) Articles of Incorporation and amendment.
(ii) By-Laws.
(iv) Instruments defining common stock.
(5) Consent and opinion of Jody M. Walker, Attorney At Law.
(10) Material Contracts.
(11) Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
(23) Consent of Certified Public Accountant.

Item 17. 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:

i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;

ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered, if the total dollar value of securities offered
would not exceed that which was registered and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in accordance
with Rule 424(b) of this chapter, if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

iii. Include any 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) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, 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.

(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method
used to sell the securities to the purchase, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchase and will be considered to offer or sell such securities to
such purchaser:

i. Any preliminary prospectus or prospectus of the
undersigned small business issuer relating to the offering required to
be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
iv. Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.

(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:

i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of the registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of

contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or

ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of the registration statement relating
to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.

58
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Los Angeles, State of California, on September 16, 2008.

Tri-Mark MFG, Inc.

By: /s/ Barry Sytner
----------------
Barry Sytner, CEO

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 dates indicated.

By: /s/ Barry Sytner By: /s/Betty Soumekh
Barry Sytner, CEO Betty Soumekh,
Director Principal Financial Officer,
Controller and Director
September 16, 2008 September 16, 2008