-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/L1z/HeREGFdMNRi3HOKT+czRIRdmWqRiay/nlNH8Rn+q7JU4BAlDVq5tKWET8i leq4uA02KqW4BtnkZrq0oQ== 0001014897-10-000138.txt : 20100819 0001014897-10-000138.hdr.sgml : 20100819 20100818215059 ACCESSION NUMBER: 0001014897-10-000138 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100819 DATE AS OF CHANGE: 20100818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tri-Mark MFG, Inc. CENTRAL INDEX KEY: 0001428203 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 208069359 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-149546 FILM NUMBER: 101026734 BUSINESS ADDRESS: STREET 1: 643 S. OLIVE STREET, SUITE 777 CITY: LOS ANGELES STATE: CA ZIP: 90014 BUSINESS PHONE: 213-689-9300 MAIL ADDRESS: STREET 1: 643 S. OLIVE STREET, SUITE 777 CITY: LOS ANGELES STATE: CA ZIP: 90014 10-Q 1 tri-mark10q2q10.txt FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2010 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2010 - -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________ Commission File Number 333-150462 TRI-MARK MFG, INC. (Exact name of registrant in its charter) California 20-8069359 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 643 S. Olive Street, Suite 777 Los Angeles, CA 90014 (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code: (213) 689-9300 Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act): Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] The number of outstanding shares of the registrant's common stock, August 15, 2010: Common Stock - 9,000,700 2 TRI-MARK MFG, INC. FORM 10-Q For the quarterly period ended June 30, 2010 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosure About Market Risk 11 Item 4T. Controls and Procedures 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 1A. Risk Factors 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits 12 SIGNATURES 3 PART I Item I - FINANCIAL STATEMENTS TRI-MARK MFG, INC. BALANCE SHEETS (Unaudited) June 30, December 31 2010 2009 ------------ ----------- ASSETS CURRENT ASSETS: Cash $ 5,924 $ 83,994 Accounts receivable 2,923 8,158 Inventory 12,976 - ---------- ---------- Total current assets 21,823 92,152 ---------- ---------- Property and equipment 175,244 121,900 ---------- ---------- TOTAL ASSETS $ 197,067 $ 214,052 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,969 $ 8,187 Accrued expenses 9,400 6,100 Advances from officer 74,272 63,412 ---------- ---------- Total current liabilities 89,641 77,699 ---------- ---------- TOTAL LIABILITIES 89,641 77,699 ---------- ---------- Stockholders' Equity: Common stock, $0.001 par value; 25,000,000 shares authorized; 9,000,700 shares issued and outstanding at June 30, 2010 and December 31, 2009 9,001 9,001 Additional paid-in capital 251,174 251,174 Accumulated deficit (152,749) (123,822) ---------- ---------- Total Stockholders' Equity 107,426 136,353 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 197,067 $ 214,052 ========== ========== See notes to interim unaudited financial statements. 4 TRI-MARK MFG, INC. STATEMENTS OF OPERATIONS (Unaudited)
For the three months ended For the six months ended -------------------------- ------------------------ June 30, June 30, 2010 2009 2010 2009 ---------- ---------- ---------- ---------- Sales $ 23,709 $ - $ 50,991 $ - Cost of sales 9,230 - 34,250 - ---------- ---------- ---------- ---------- Gross profit 14,479 - 16,741 - Selling, general and administrative 24,977 8,050 44,868 15,550 ---------- ---------- ---------- ---------- Operating loss (10,498) (8,050) (28,127) (15,550) Interest and other expenses - - - - ---------- ---------- ---------- ---------- Net loss before income taxes (10,498) (8,050) (28,127) (15,550) Provision for income taxes - - 800 800 ---------- ---------- ---------- ---------- Net Loss $ (10,498) $ (8,050) $ (28,927) $ (16,350) ========== ========== ========== ========== Net loss per share, Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== Weighted Average Number of Shares, 9,000,700 8,000,000 9,000,700 8,000,000 Basic and diluted ========== ========== ========== ==========
See notes to interim unaudited financial statements. 5 TRI-MARK MFG, INC. STATEMENTS OF CASH FLOWS (Unaudited) For the six months ended June 30, --------------- 2010 2009 ---- ---- Cash Flow from Operating Activities: Net loss $ (28,927) $ (16,350) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 26,656 11,100 (Increase) Decrease in operating assets: Accounts Receivable 5,235 - Inventory (12,976) - Increase (Decrease) in operating liabilities: Accounts payable and accrued expenses 1,082 1,750 --------- --------- Net cash used in operating activities (8,930) (3,500) Cash Flow from Investing Activities: Purchase of property and equipment (80,000) - --------- --------- Net Cash used by Investing Activities (80,000) - Cash Flow from Financing Activities: Proceeds from officer advances 13,160 3,500 Repayments of advance from officer (2,300) - ---------- -------- Net Cash provided by Financing Activities 10,860 3,500 ---------- -------- Net Increase (Decrease) in Cash (78,070) - Cash Balance at beginning of period 83,994 106 ---------- -------- Cash Balance at end of period $ 5,924 $ 106 ========== ======== Supplemental Disclosures of Cash Flow Information: Taxes Paid $ - $ - Interest Paid $ - $ -
See notes to interim unaudited financial statements 6 TRI-MARK MFG, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 is marketed, wholesale and retail, domestically. Presentation of Interim Information: The financial information at June 30, 2010 and for the three and six months ended June 30, 2010 and 2009 is 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-K for the year ended December 31, 2009. The balance sheet as of December 31, 2009 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, 2010 may not be indicative of results for the year ending December 31, 2010 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. 7 TRI-MARK MFG, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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. Accounts receivable: Management believes accounts receivable to be fully collectible; therefore, no allowance for doubtful accounts has been established at June 30, 2010 and December 31, 2009. Fair value of financial instruments: Management measures the financial assets and liabilities in accordance with the requirements of FASB ASC 825 "Financial Instruments". The carrying values of accounts receivable, accounts payable, accrued expenses, and advances from officer approximate fair value due to the short-term maturities of these instruments. Inventory: Inventory, consisting entirely of finished goods, is valued at the lower of cost or market (first-in, first-out) or net realizable 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 estimated useful lives of the assets, generally 5 to 7 years. Depreciation expense for the three and six months ended June 30, 2010 was $13,425 and $26,656, respectively. Depreciation expense for the three and six months ended June 30, 2009 was $5,550 and $10,100, respectively. Earnings (loss) per share: Basic earnings (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. 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. For the three and six months ended June 30, 2010 and 2009, there were no potentially dilutive securities excluded from the computation because they are anti-dilutive. 8 TRI-MARK MFG, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) Concentrations: During the three and six months ended June 30, 2010, approximately 59% and 61% of sales were from one customer. The entire accounts receivable balance at June 30, 2010 was due from this customer. New Accounting Pronouncement: Tri-Mark MFG, Inc. does not believe newly issued accounting pronouncements will have any material impact on its financial statements. NOTE 2 - GOING CONCERN The Company has incurred substantial losses and has limited revenue. These matters raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred net losses of $28,927 and $16,350 for the six months ended June 30, 2010 and 2009, respectively. The Company had an accumulated deficit of $152,749 as of June 30, 2010. Management of the Company is attempting to obtain an infusion of capital through either a public or private investment. The ability of the Company to continue as a going concern is dependent on its ability to meet its financial obligations 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 - BALANCE SHEETS DETAILS As of June 30, December 31, 2010 2009 ---- ---- Property and equipment, net Molds $111,000 $111,000 3D Mold and Jewelry Software 157,500 77,500 Less: accumulated depreciation (93,256) (66,600) -------- -------- Property and equipment, net $175,244 $121,900 ======== ======== Accrued expenses: Accrued professional fees $ 7,000 $ 4,500 Other accrued expenses 2,400 1,600 -------- -------- Total accrued expenses $ 9,400 $ 6,100 ======== ======== 9 TRI-MARK MFG, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 4 - ADVANCES FROM OFFICERS As of June 30, 2010 and December 31, 2009, the Company owed $74,272 and $63,412, respectively, to an officer of the Company. The advances are unsecured, due on demand and have no interest provisions. Management expects to repay the full amount during the year ended December 31, 2010; therefore, it is classified as current on the balance sheet. NOTE 5 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, June 30, 2010 2009 2010 2009 ---- ---- ---- ---- Numerator: Net Loss $ (10,498) $ (8,050) $ (28,927) $ (16,350) ========== ========== ========== ========== Denominator: Basic loss per share Weighted Average Number of Shares 9,000,700 8,000,000 9,000,700 8,000,000 Effect of dilutive securities: Stock options and warrants - - - - ---------- ---------- ---------- ---------- Diluted loss per share adjusted weighted average shares 9,000,700 8,000,000 9,000,700 8,000,000 ========== ========== ========== ========== Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== Diluted loss per share$ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== NOTE 6 - SUBSEQUENT EVENTS Management has evaluated subsequent events through August 18, 2010, the date which the financial statements were issued. There were no subsequent events that require adjustment to or disclosure in these financial statements. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations for the three months ended June 30, 2010 and 2009 We earned revenue of $23,709 for the three months ended June 30, 2010. Cost of sales was $9,230 for the three months ended June 30, 2010 resulting in gross profit of $14,479. For the three months ended June 30, 2010, we had a net loss of $10,498. This loss was due to selling, general and administrative expenses of $24,977 that included costs of being a reporting company. Selling, general and administrative expenses will continue to increase as we implement sales and marketing initiatives. We did not earn any revenue for the three months ended June 30, 2009. Cost of sales was $0 for the three months ended June 30, 2009 resulting in gross profit of $0. The net loss of $(8,050) for the three months ended June 30, 2009. This loss was due to selling, general and administrative expenses of $8,050 that included costs of being a reporting company. Selling, general and administrative expenses will continue to increase as we implement sales and marketing initiatives. Results of Operations for the six months ended June 30, 2010 and 2009 We earned revenue of $50,991 for the six months ended June 30, 2010. Cost of sales was $34,250 for the six months ended June 30, 2010 resulting in gross profit of $16,741. For the six months ended June 30, 2010, we had a net loss of $28,927. This loss was due to selling, general and administrative expenses of $44,868 that included costs of being a reporting company. Selling, general and administrative expenses will continue to increase as we implement sales and marketing initiatives. We did not earn any revenue for the six months ended June 30, 2009. Cost of sales was $0 for the six months ended June 30, 2009 resulting in gross profit of $0. The net loss was $(16,350) for the six months ended June 30, 2009. This loss was due to selling, general and administrative expenses of $15,550 that include costs of being a reporting company. Selling, general and administrative expenses will continue to increase as we implement sales and marketing initiatives. Liquidity and Capital Resources - ------------------------------- During the six months ended June 30, 2010, we purchased new jewelry molds in the amount of $80,000. During the six months ended June 30, 2009, we did not have any investing activities. During the six months ended June 30, 2010, we received proceeds from an officer loan of $13,160 and repaid officer loans of $2,300 resulting in net cash used in financing activities of $10,860. During the six months ended June 30, 2009, we received proceeds from an officer loan of $3,500 resulting in net cash used in financing activities of $3,500. 11 We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. 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. Plan of Operations - ------------------ Our main focus in the next twelve months is to increase our marketing efforts to increase sales of our jewelry. However, subsequent to the quarter ended June 30, 2010, certain selling shareholders arranged for the sale of their common shares. Upon completion of the proposed sale, there will be a change in control of Tri-Mark and the new management will determine the plan of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable to smaller reporting companies. Item 4T. Controls and Procedures. During the three months ended June 30, 2010, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2010. Due to the fact that the Tri-Mark has limited personnel resources, there was a lack of segregation of duties, which management identified as a material weakness. Based on this evaluation, our chief executive officer and chief principal financial officer have concluded such controls and procedures are not effective as of June 30, 2010 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. None. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None. Item 4. (Removed and reserved) Item 5. Other Information. None. Item 6. Exhibits Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 18, 2010 TRI-MARK MFG, INC. By: /s/Barry Sytner - --------------------------- Barry Sytner, Chief Executive Officer By: /s/Betty Soumekh - --------------------------- Betty Soumekh, Chief Financial Officer EX-31 2 tri-mark10q2q10ex31.txt 302 CERTIFICATIONS 302 CERTIFICATION I, Barry Sytner, certify that: 1. I have reviewed this quarterly report of Tri-Mark MFG, Inc. on Form 10-Q; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 18, 2010 /s/Barry Sytner ---------------------------- Barry Sytner Chief Executive Officer 302 CERTIFICATION I, Betty Soumekh, certify that: 1. I have reviewed this quarterly report of Tri-Mark MFG, Inc. on Form 10-K; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 18, 2010 /s/Betty Soumekh ---------------------------- Betty Soumekh, CFO EX-32 3 tri-mark10q2q10ex32.txt 906 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Tri-Mark MFG, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Barry Sytner ---------------------- Barry Sytner Chief Executive Officer August 18, 2010 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Tri-Mark MFG, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Betty Soumekh ---------------------- Betty Soumekh Chief Financial Officer August 18, 2010 -----END PRIVACY-ENHANCED MESSAGE-----