UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


[xx]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2000

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____


                        Commission file Number: 000-27103

                       TRIWEST MANAGEMENT RESOURCES CORP.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0204700
                     (I.R.S. Employer Identification Number)

                                   Suite 1500
                             885 West Georgia Street
                           Vancouver, British Columbia
                                     V6C 3E8
                    (Address of principal executive offices)

                                  (604)687-0717
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:         None

Securities registered under Section 12(g) of the Exchange Act:


Title of Each Class                    Name of Each Exchange on which Registered
-------------------                    -----------------------------------------

Common Stock, $0.0001 par value        Not yet listed or quoted


Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. [ X ] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Issuer's knowledge, in


<PAGE>

definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The Issuer's revenues for its most recent fiscal year were $Nil.

As of March 31,  2000,  there were 500,000  shares of the Issuer's  common stock
issued and outstanding and the aggregate  market value of such common stock held
by non-affiliates (196,000 shares) was approximately $Nil as the Issuer's shares
are not yet traded on a public market.

Transitional Small Business Disclosure Format (Check one):  Yes     ; No   X
                                                                ----     -----

                                     PART I
                                    BUSINESS

Item 1 - Description of Business

Triwest  Management  Resources Corp.  (referred to as "us," "we" or "our"),  was
incorporated on July 18, 1997 under the laws of the State of Nevada to engage in
any lawful corporate purpose. Other than issuing shares to our shareholders,  we
never commenced any other operational activities.  We can be defined as a "blank
check"  company,  whose sole purpose at this time is to locate and  consummate a
merger or acquisition with a private entity.

The proposed business activities  classifies us as a "blank check" company.  The
Securities and Exchange  Commission  defines these companies as "any development
stage  company  that is issuing a penny  stock  (within the meaning of section 3
(a)(51)  of the  Securities  Exchange  Act of 1934)  and  that  has no  specific
business plan or purpose,  or has  indicated  that its business plan is to merge
with an unidentified  company or companies." Many states have enacted  statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective  jurisdictions.  Management does not intend to undertake any
efforts to cause a market to develop in our  securities,  either debt or equity,
until we have  successfully  implemented  our business  plan. We comply with the
periodic reporting requirements of the Securities Exchange Act of 1934.

Item 2 - Description of Property

The Issuer  operates  from its offices at Suite 1500,  885 West Georgia  Street,
Vancouver, British Columbia, V6C 3E8, Canada. Space is provided to the Issuer on
a rent free  basis by Mr.  Jason  John,  a  director  of the  Issuer,  and it is
anticipated that this arrangement will remain until we successfully consummate a
merger or acquisition.  Management  believes that this space will meet our needs
for the foreseeable future. The Issuer owns no real property.

Item 3 - Legal Proceedings

The Issuer is not a party to any pending or threatened legal proceedings.

Item 4 - Submission of Matters to a Vote of Security Holders



                                       2
<PAGE>

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year-ended March 31, 2000.

                                     PART II

Item 5 - Market for Common Equity and Related Stockholder Matters

         (A)      Market Information

                  No public market currently exists for the Issuer's shares.

         (B)      Stockholders

                  The Issuer has 10 holders of record of its common shares.

                  No dividends have been declared on the Issuer's common shares.
                  There  are no  restrictions  that  limit  the  ability  to pay
                  dividends on the Issuer's common shares.

Item 6 - Plan of Operation

(A)      PLAN OF OPERATION

We seek to acquire  assets or shares of a business that generates  revenues,  in
exchange for its  securities.  We have not  identified a particular  acquisition
target and have not entered into any negotiations regarding an acquisition. None
of  our  officers,  directors,  promoters  or  affiliates  have  engaged  in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility of an acquisition or merger with us as of the date of
this filing.

Depending  upon  the  nature  of  the  relevant  business  opportunity  and  the
applicable  state statutes  governing how the  transaction  is  structured,  the
Issuer's Board of Directors  expects that it will provide our shareholders  with
complete disclosure  documentation  concerning a potential business  opportunity
and the structure of the proposed  business  combination  prior to consummation.
Disclosure is expected to be in the form of a proxy or information statement.

We will remain a shell  corporation  until a merger or acquisition  candidate is
identified.  It is anticipated that our cash requirements  will be minimal,  and
that all  necessary  capital,  to the extent  required,  will be provided by the
directors or officers.  We do not anticipate  that we will have to raise capital
in the next  twelve  months.  We also do not  expect  to  acquire  any  plant or
significant equipment.

We have not,  and do not intend to enter into,  any  arrangement,  agreement  or
understanding   with   non-management   shareholders   allowing   non-management
shareholders  to  directly  or  indirectly   participate  in  or  influence  our
management of the Issuer.  Management  currently  holds 60.8% of our stock. As a
result,  management is in a position to elect a majority of the directors and to
control our affairs.

We have no full time  employees.  Our  President  and  Secretary  has  agreed to
allocate a portion of his time to our  activities,  without  compensation.  This
officer anticipates that our business plan


                                       3
<PAGE>

can be implemented by his devoting  approximately  five (5) hours each per month
to our business affairs and, consequently,  conflicts of interest may arise with
respect to their  limited  time  commitment.  We do not  expect any  significant
changes in the number of employees.

(B)      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

We have been a blank check company since incorporation and have no revenue.

Our purpose is to acquire an interest in  business  opportunities  presented  by
persons  or  firms  that  seek  the  perceived  advantages  of an  Exchange  Act
registered  corporation.  We  will  not  restrict  our  search  to any  specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed  business  is general and is not meant to restrict  our  discretion  to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture  because we have nominal assets and limited  financial  resources.  This
lack  of  diversification  should  be  considered  a  substantial  risk  to  our
shareholders.

We may seek a business  opportunity with companies that have recently  commenced
operations,  or that wish to utilize  the public  marketplace  in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We anticipate that the selection of a business  opportunity  will be complex and
extremely  risky.  Due  to  general  economic  conditions,  rapid  technological
advances  being made in some  industries  and  shortages of  available  capital,
management believes that there are numerous firms seeking the perceived benefits
of a  publicly  registered  corporation.  The  perceived  benefits  may  include
facilitating or improving the terms for additional  equity financing that may be
sought,  providing  liquidity for incentive stock options or similar benefits to
key  employees,  providing  liquidity  (subject to  restrictions  of  applicable
statutes) for all shareholders  and other factors.  Business  opportunities  may
occur in many different industries and at various stages of development,  all of
which will make the task of  comparative  investigation  and  analysis  of these
business opportunities extremely difficult and complex.

We have,  and will  continue  to have,  no  capital  to provide to the owners of
business  opportunities.  However,  management believes we will be able to offer
owners of  acquisition  candidates  the  opportunity  to  acquire a  controlling
ownership  interest in a publicly  registered company without incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of preparing Form 8-K's, 10-K's or 10-KSBs, 10-Q's or 10-QSBs,  agreements
and related reports and documents.  The '34 Act  specifically  requires that any
merger  or  acquisition   candidate   comply  with  all   applicable   reporting
requirements,  which  include  providing  audited  financial  statements  to  be
included  within the numerous  filings  relevant to complying  with the '34 Act.
Nevertheless, the officers and directors of the Issuer have not conducted market
research and are not aware of statistical  data that would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.



                                       4
<PAGE>

The analysis of new business  opportunities  will be  undertaken by our officers
and  directors,  none of whom is a  professional  business  analyst.  Management
intends  to  concentrate  on  identifying   preliminary   prospective   business
opportunities that may be brought to our attention through present  associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business opportunities, management will consider:

         *        the available technical, financial and managerial resources;

         *        working capital and other financial requirements;

         *        history of operations, if any;

         *        prospects for the future;

         *        nature of present and expected competition;

         *        the quality and experience of management  services that may be
                  available and the depth of that management;

         *        the   potential   for  further   research,   development,   or
                  exploration;

         *        specific risk factors not now  foreseeable  but which could be
                  anticipated to impact our proposed activities;

         *        the potential for growth or expansion;

         *        the potential for profit;

         *        the perceived  public  recognition  of acceptance of products,
                  services, or trades;

         *        name identification; and

         *        other relevant factors.

Our officers and directors  expect to meet  personally  with  management and key
personnel  of  the  business  opportunity  as  part  of  their  "due  diligence"
investigation.  To the extent  possible,  the Issuer intends to utilize  written
reports and personal investigations to evaluate businesses.  We will not acquire
or merge with any  company  that cannot  provide  audited  financial  statements
within a reasonable period of time after closing of the proposed transaction.

Our  management  will rely upon their own efforts and, to a much lesser  extent,
the efforts of our shareholders,  in accomplishing our business purposes.  We do
not anticipate  that any outside  consultants or advisors,  except for our legal
counsel  and  accountants,  will be utilized by us to  accomplish  our  business
purposes.  However,  if we do retain an outside consultant or advisor,  any cash
fee will be paid by the prospective  merger/acquisition candidate, as we have no
cash assets. We have no contracts or agreements with any outside consultants and
none are contemplated.



                                       5
<PAGE>

We will not restrict our search for any specific kind of firms,  and may acquire
a  venture  that  is in its  preliminary  or  development  stage  or is  already
operating.  We cannot  predict the status of any business in which we may become
engaged, because the business may need to seek additional capital, may desire to
have its shares publicly traded, or may seek other perceived  advantages that we
may  offer.  Furthermore,  we do not  intend  to seek  capital  to  finance  the
operation  of any  acquired  business  opportunity  until  we have  successfully
consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the  implementation  of our
business  plan.  Because we have no capital to pay these  anticipated  expenses,
present management will pay these charges with their personal funds, as interest
free loans,  for a minimum of twelve  months from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  that  management has to have these loans repaid
will be from a prospective  merger or acquisition  candidate.  Management has no
agreements  with us that  would  impede or  prevent  consummation  of a proposed
transaction. We cannot assure, however, that management will continue to provide
capital  indefinitely  if a  merger  candidate  cannot  be  found.  If a  merger
candidate  cannot be found in a  reasonable  period of time,  management  may be
required   reconsider  its  business   strategy,   which  could  result  in  our
dissolution.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement  with another  corporation  or entity.  We may also  acquire  stock or
assets of an existing  business.  On the  consummation  of a transaction,  it is
probable  that our  present  management  and  shareholders  will no longer be in
control. In addition, our directors may, as part of the terms of the acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
shareholders.  Furthermore,  management may negotiate or consent to the purchase
of all or a portion of our stock. Any terms of sale of the shares presently held
by officers and/or directors will be also afforded to all other  shareholders on
similar terms and conditions.  Any and all sales will only be made in compliance
with the securities laws of the United States and any applicable state.

While  the  actual  terms of a future  transaction  cannot be  predicted,  it is
expected that the parties to the business  transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owners of the acquired business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  that  event,  the
shareholders  of  the  Issuer  would  retain  20% or  less  of  the  issued  and
outstanding  shares of the surviving  entity,  which would result in significant
dilution in the equity of the shareholders.

As part of the "due  diligence"  investigation,  our officers and directors will
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  verification of certain  information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures  to  the  extent  of our  limited  financial
resources and management  expertise.  How we will  participate in an opportunity
will depend on the nature


                                       6
<PAGE>

of the  opportunity,  the  respective  needs and  desires  of the  parties,  the
management of the target company and our relative negotiation strength.

Negotiations  with  target  company  management  are  expected  to  focus on the
percentage of our company that the target company  shareholders would acquire in
exchange for all of their  shareholdings  in the target company.  Depending upon
the target company's assets and liabilities, our shareholders will probably hold
a substantially  lesser percentage  ownership  interest  following any merger or
acquisition. Percentage ownership may be subject to significant reduction in the
event we acquire a company with  substantial  assets.  Any merger or acquisition
effected  by us can be  expected to have a  significant  dilutive  effect on the
percentage of shares held by our remaining shareholders.

We will  participate in a business  opportunity  only after the  negotiation and
signing of appropriate written agreements.  Although we cannot predict the terms
of  the  agreements,   generally  the  agreements  will  require  some  specific
representations  and  warranties  by all of the parties,  will  specify  certain
events of default, will detail the terms of closing and the conditions that must
be satisfied by each of the parties before and after the closing.

We will not  acquire or merge with any entity that  cannot  provide  independent
audited  financial  statements  concurrent  with  the  closing  of the  proposed
transaction.  We are  subject  to the  reporting  requirements  of the '34  Act.
Included  in these  requirements  is our  affirmative  duty to file  independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited  financial  statements  included in our annual  report on
Form 10-K (or 10-KSB,  as  applicable)  and  quarterly  reports on Form 10-Q (or
10-QSB, as applicable). If the audited financial statements are not available at
closing,  or if the audited financial  statements provided do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable at the  discretion of our present  management.  If the  transaction  is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Competition

We  are  an  insignificant  participant  among  the  firms  that  engage  in the
acquisition  of  business  opportunities.  There  are many  established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we do. In view of our extremely
limited financial resources and limited management availability we will continue
to be at a significant competitive disadvantage compared to our competitors.


                                       7
<PAGE>

Item 7 - Financial Statements




                    TRIWEST MANAGEMENT RESOURCES CORPORATION


                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS

                                      With

                          INDEPENDENT AUDITORS' REPORT

                                 March 31, 2000



















                                  Prepared By:

                           Cordovano and Harvey, P.C.
                          Certified Public Accountants
                                Denver, Colorado





                                       8
<PAGE>

To the Board of Directors and Shareholders
Triwest Management Resources Corporation

                          INDEPENDENT AUDITORS' REPORT

We have audited the balance sheet of Triwest Management Resources Corporation (a
development  stage  company) as of March 31, 2000 and the related  statements of
operations,  shareholders'  equity and cash  flows for the year ended  March 31,
2000.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Triwest Management  Resources
Corporation as of March 31, 2000,  and the related  statements of operations and
cash  flows for the year  ended  March 31,  2000 in  conformity  with  generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note A to the  financial
statements,  the  Company  has a  substantial  dependence  on the success of its
development  stage  activities,  significant  losses  since  inception,  lack of
liquidity,  and a working  capital  deficiency at March 31, 2000.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans regarding those matters are also described in Note
A. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.


/s/Cordovano and Harvey, P.C
Denver, Colorado
June 19, 2000



                                       9
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying  balance sheet of Triwest Management  Resources
Corporation (a development  stage company) as of March 31, 1999 (not  separately
included herein) and the related  statements of income,  shareholders'  deficit,
and cash  flows  for the year  ended  March  31,  1999  and from  July 23,  1997
(inception)  through  March  31,  1999.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Triwest Management  Resources
Corporation as of March 31, 1999,  and the related  statements of operations and
cash flows for the years ended March 31, 1999 and 1998,  and for the period from
July 23, 1997  (inception)  through March 31, 1999 in conformity  with generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in  Note 5 (not  separately
included herein),  the Company is in the development stage and has no operations
as of March 31, 1999.  The  deficiency  in working  capital as of March 31, 1999
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans  concerning  these  matters  are  described  in  Note 5 (not
separately  included  herein).  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.




/s/Kish, Leake, and Associates, P.C.
Certified Public Accountants
Englewood, Colorado
June 24, 1999


                                       10
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET


                                 March 31, 2000

<TABLE>
<S>                                                                                                <C>
                                     ASSETS

                                                                     TOTAL ASSETS                  $     -
                                                                                  =========================

                     LIABILITIES AND SHAREHOLDERS' (DEFICIT)

LIABILITIES
      Accounts payable and accrued liabilities ..................................                  $ 1,570
                                                                                  -------------------------
                                                                TOTAL LIABILITIES                    1,570
                                                                                  -------------------------

SHAREHOLDERS'  (DEFICIT)
      Common stock, $.0001 par value, 100,000,000 shares
         authorized, 500,000 shares issued and outstanding ......................                       50
      Additional paid-in capital ................................................                   16,009
      Deficit accumulated during the development stage ..........................                  (17,629)
                                                                                  -------------------------
                                                     TOTAL SHAREHOLDERS' (DEFICIT)                  (1,570)
                                                                                  -------------------------
                                                                                                   $     -
                                                                                  =========================
</TABLE>




                See accompanying notes to financial statements.





                                      F-4
<PAGE>


                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                            July 18, 1997
                                                                   Year Ended                                 (inception)
                                                ----------------------------------------------------            Through
                                                       March 31,                   March 31,                   March 31,
                                                         2000                        1999                        2000
                                                ------------------------    ------------------------    ------------------------
                                                                                                              (unaudited)
<S>                                                             <C>                          <C>                        <C>
COSTS AND EXPENSES
     Legal fees ...........................                   $   9,553                    $      -                    $  9,553
     Accounting fees ......................                       2,108                       1,623                       3,731
     Licenses and fees ....................                         170                           -                         170
     Printing costs .......................                       4,125                                                   4,125
     Stock-based compensation for
         organizational costs (Note B) ....                           -                           -                          50
                                                ------------------------    ------------------------    ------------------------
                       LOSS FROM OPERATIONS                     (15,956)                     (1,623)                    (17,629)
                                                ------------------------    ------------------------    ------------------------

INCOME TAX BENEFIT (EXPENSE) (NOTE C)
     Current tax benefit ..................                       3,038                         309                       3,356
     Deferred tax expense .................                      (3,038)                       (309)                     (3,356)
                                                ------------------------    ------------------------    ------------------------

                                   NET LOSS                   $ (15,956)                   $ (1,623)                   $(17,629)
                                                ========================    ========================    ========================

     BASIC AND DILUTED
        LOSS PER COMMON SHARE .............                   $       *                    $      *                    $     *
                                                ========================    ========================    ========================

     BASIC AND DILUTED WEIGHTED AVERAGE
        COMMON SHARES OUTSTANDING .........                     500,000                     500,000                     500,000
                                                ========================    ========================    ========================
</TABLE>


       *  Less than .01 per share





                See accompanying notes to financial statements.


                                      F-5
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                         (A Development Stage Company)

                  STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                July 18, 1997 (inception) through March 31, 2000

<TABLE>
<CAPTION>
                                                                  Preferred Stock           Common Stock
                                                                -------------------    ----------------------
                                                                 Shares     Amount       Shares       Amount
                                                                --------  ---------    -----------   --------
<S>                                                               <C>        <C>         <C>           <C>
Beginning balance, July 18, 1997 ...........................          -        $ -              -        $ -

Common stock issued in exchange
    for organization costs .................................          -          -        500,000         50

Net loss for the period ended March 31, 1997 ...............          -          -              -          -
                                                                --------  ---------    -----------   --------
                                     BALANCE, MARCH 31, 1997          -          -        500,000         50

Net loss for year ended March 31, 1998 .....................          -          -              -          -
                                                                --------  ---------    -----------   --------
                                     BALANCE, MARCH 31, 1998          -          -        500,000         50

Third party expenses paid by an affiliate on behalf
    of the Company .........................................          -          -              -          -
Net loss for year ended March 31, 1999 .....................          -          -              -          -
                                                                --------  ---------    -----------   --------
                                     BALANCE, MARCH 31, 1999          -          -        500,000         50

Third party expenses paid by an affiliate on behalf
    of the Company .........................................          -          -              -          -
Net loss for year ended March 31, 2000 .....................          -          -              -          -
                                                                --------  ---------    -----------   --------
                                     BALANCE, MARCH 31, 2000          -        $ -        500,000        $50
                                                                ========  =========    ===========   ========

<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                                  Additional           During
                                                                   Paid-In           Development
                                                                   Capital              Stage                Total
                                                                 -------------      -------------        -----------
<S>                                                                     <C>               <C>                <C>
Beginning balance, July 18, 1997 ...........................           $     -          $      -            $     -

Common stock issued in exchange
    for organization costs .................................                 -                 -                 50

Net loss for the period ended March 31, 1997 ...............                 -               (50)               (50)
                                                                 -------------      -------------        -----------
                                     BALANCE, MARCH 31, 1997                 -               (50)                 -

Net loss for year ended March 31, 1998 .....................                 -                 -                  -
                                                                 -------------      -------------        -----------
                                     BALANCE, MARCH 31, 1998                 -               (50)                 -

Third party expenses paid by an affiliate on behalf
    of the Company .........................................               131                 -                131
Net loss for year ended March 31, 1999 .....................                 -            (1,623)            (1,623)
                                                                 -------------      -------------        -----------
                                     BALANCE, MARCH 31, 1999               131            (1,673)            (1,492)

Third party expenses paid by an affiliate on behalf
    of the Company .........................................            15,878                 -             15,878
Net loss for year ended March 31, 2000 .....................                 -           (15,956)           (15,956)
                                                                 -------------      -------------        -----------
                                     BALANCE, MARCH 31, 2000           $16,009          $(17,629)           $(1,570)
                                                                 =============      =============        ===========
</TABLE>

                See accompanying notes to financial statements.

                                      F-6
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                            July 18, 1997
                                                                                 Year Ended                 (inception)
                                                                      ---------------------------------       Through
                                                                         March 31,         March 31,          March 31,
                                                                           2000              1999               2000
                                                                      ---------------   ---------------   ---------------
                                                                                                            (unaudited)
<S>                                                                         <C>                <C>              <C>
OPERATING ACTIVITIES
          Net loss ...............................................          $(15,956)          $(1,623)         $(17,629)

          Non-cash transactions:
             Stock-based compensation for
                 organizational costs (Note B) ...................                 -                 -                50
         Third party expenses paid by affiliate on
           behalf of the company, recorded as
           additional-paid-in capital ............................            15,878               131            16,009
          Changes in operating assets and liabilities:
             Accounts payable and accrued liabilities ............                78             1,492             1,570
                                                                     ---------------   ---------------   ---------------
                                                NET CASH (USED IN)
                                              OPERATING ACTIVITIES          $      -           $     -          $      -
                                                                     ---------------   ---------------   ---------------

                                              NET CASH PROVIDED BY
                                              FINANCING ACTIVITIES                 -                 -                 -
                                                                     ---------------   ---------------   ---------------

                                                NET CHANGE IN CASH                 -                 -                 -
         Cash, beginning of period ...............................                 -                 -                 -
                                                                     ---------------   ---------------   ---------------
                                               CASH, END OF PERIOD          $      -           $     -          $      -
                                                                     ===============   ===============   ===============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
              Interest ...........................................          $      -           $     -          $      -
                                                                     ===============   ===============   ===============
              Income taxes .......................................          $      -           $     -          $      -
                                                                     ===============   ===============   ===============


Non-cash financing activities:
               500,000 shares common stock
                  issued for services ............................          $      -           $     -          $     50
                                                                     ===============   ===============   ===============
</TABLE>


                See accompanying notes to financial statements.


                                      F-7
<PAGE>


                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
Triwest Management Resources  Corporation (the "Company") was incorporated under
the  laws of  Nevada  on  July  18,  1997  to  engage  in any  lawful  corporate
undertaking,  including,  but not limited to, selected mergers and acquisitions.
The Company is a development  stage  enterprise in accordance  with Statement of
Financial Accounting Standard (SFAS) No. 7.

The  Company  has  been in the  development  stage  since  inception  and has no
operations to date.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial statements, the Company is a development stage company with no revenue
as of  March  31,  2000 and has  incurred  losses  of  $(15,956),  $(1,623)  and
$(17,629)  for the years  ended  March 31, 2000 and 1999 and for the period July
18, 1997 (inception)  through March 31, 2000,  respectively.  The Company has no
operating history or revenue, no assets, and continuing losses which the Company
expects will continue for the foreseeable future. These factors among others may
indicate  that the Company  will be unable to continue as a going  concern for a
reasonable  period  of time.  An  affiliate  of the  Company  plans to  continue
advancing funds on an as needed basis and in the longer term,  revenues from the
operations of a merger  candidate,  if found.  The Company's  continuation  as a
going concern is dependent upon  continuing  capital  advances from an affiliate
and commencing  operations or locating and  consummating a business  combination
with an  operating  company.  There  is no  assurance  that the  affiliate  will
continue to provide  capital to the  Company or that the  Company  can  commence
operations  or identify  such a target  company and  consummate  such a business
combination.  These factors,  among others,  raise  substantial  doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Summary of significant accounting policies
------------------------------------------

Cash equivalents
----------------
The  Company's  financial  instruments  consist of accounts  payable and accrued
liabilities.  For financial accounting purposes and the statement of cash flows,
cash equivalents  include all highly liquid debt  instruments  purchased with an
original maturity of three months or less.


                                       12
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Use of estimates
----------------
The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements;  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Accordingly, actual results could differ from those estimates.

Income Taxes
------------
The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.

Loss per common share
---------------------
The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128") which  requires the  disclosure  of basic and diluted  earnings per
share.  Basic earnings per share is calculated  using income available to common
shareowners  divided by the weighted average of common shares outstanding during
the year.  Diluted  earnings  per share is similar to basic  earnings  per share
except that the weighted  average of common shares  outstanding  is increased to
include the number of additional  common shares that would have been outstanding
if the dilutive potential common shares,  such as options,  had been issued. The
Company has a simple capital  structure and no outstanding  options at March 31,
2000. Therefore,  dilutive earnings per share are not applicable and accordingly
have not been presented

Fiscal year
-----------
The Company operates on a fiscal year ending on March 31.


                                       13
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Stock based compensation
------------------------
SFAS No. 123,  "Accounting for Stock-Based  Compensation"  was issued in October
1995.  This  accounting  standard  permits  the use of either a fair value based
method  or the  method  defined  in  Accounting  Principles  Board  Opinion  25,
"Accounting for Stock Issued to Employees" ("APB 25") to account for stock-based
compensation  arrangements.  Companies that elect to use the method  provided in
APB 25 are required to disclose pro forma net income and earnings per share that
would have resulted from the use of the fair value based method. The Company has
elected  to  continue  to  determine  the  value  of  stock-based   compensation
arrangements  under the  provisions  of APB 25. For stock issued to officers the
fair value approximates the intrinsic value. Therefore, no pro forma disclosures
are presented.

Fair value of financial instruments
-----------------------------------
SFAS 107,  "Disclosure  About Fair  Value of  Financial  Instruments,"  requires
certain  disclosures  regarding  the fair value of  financial  instruments.  The
Company has determined,  based in available  market  information and appropriate
valuation   methodologies,   the  fair  value  of  its   financial   instruments
approximates carrying value. The carrying amounts of cash, accounts payable, and
other accrued liabilities  approximate fair value due to the short-term maturity
of the instruments.

Recently issued accounting pronouncements
-----------------------------------------
The Company has adopted the following new accounting pronouncements for the year
ended March 31, 2000. There was no effect on the financial  statements presented
from the adoption of the new pronouncements.

Statement  of  Financial   Accounting  Standard  ("SFAS")  No.  130,  "Reporting
Comprehensive Income," requires the reporting and display of total comprehensive
income and its components in a full set of general-purpose financial statements.

SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information," is based on the "management" approach for reporting segments.  The
management  approach  designates  the  internal  organization  that  is  used by
management  for making  operating  decisions  and assessing  performance  as the
source  of the  Company's  reportable  segments.  SFAS  No.  131  also  requires
disclosure about the Company's products,  the geographic areas in which it earns
revenue and holds long-lived assets, and its major customers.

SFAS No. 132, "Employers'  Disclosures about Pensions and Other  Post-retirement
Benefits,"  which  requires  additional  disclosures  about  pension  and  other
post-retirement   benefit  plans,   but  does  not  change  the  measurement  or
recognition of those plans.


                                       14
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONCLUDED

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
requires an entity to recognize all derivatives on a balance sheet,  measured at
fair value.

In June 1999,  the FASB issued SFAS No. 137,  which  amended the  implementation
date for SFAS No.  133 to be  effective  for all fiscal  quarters  of all fiscal
years beginning after June 15, 2000.

Statement  of  Position  ("SOP")  98-1  "Accounting  for the  Costs of  Computer
Software  Developed  or  Obtained  for  Internal  Use." This SOP  requires  that
entities  capitalize certain  internal-use  software costs once certain criteria
are met.

SOP 98-5,  "Reporting on the Costs of Start-Up  Activities."  Sop 98-5 provides,
among other things, guidance on the reporting of start-up costs and organization
costs.  It requires costs of start-up  activities and  organization  costs to be
expensed as incurred.

The Company will  continue to review these new  accounting  pronouncements  over
time to determine if any additional  disclosures are necessary based on evolving
circumstances.

NOTE B: RELATED PARTY TRANSACTIONS

The Company  maintains a mailing  address at the address of its sole officer and
director (see Note E). The address is 1500-885 West Georgia, Vancouver, B.C. V6C
3E8, Canada. At this time the Company has no need for an office.

The Company has issued an ex-officer  500,000 shares of common stock in exchange
for services related to management and organization costs of $50.00.

The new officer and director will provide  administrative and marketing services
as needed.  The  officer and  director  may,  from time to time,  advance to the
Company any additional funds that the Company needs for costs in connection with
searching for or completing an acquisition or merger (See Note E).

The Company  does not maintain a checking  account and all expenses  incurred by
the Company are paid by an  affiliate.  For the fiscal year ended March 31, 2000
the Company incurred $9,553 in legal expense, $2,108 in accounting expense, $170
in filing fees, and $4,125 in printing  costs.  The affiliate does not expect to
be repaid for the expenses it pays on behalf of the Company. Accordingly, as the
expenses are paid, they are classified as additional-paid-in capital.


                                       15
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE C: INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the period  from July 18,  1997  (inception)  through  March 31,  2000 is as
follows:

<TABLE>
<CAPTION>
                                                                                                  July 18,
                                                                                                    1997
                                                                                                (inception)
                                                      Year Ended           Year Ended             Through
                                                      March 31,             March 31,            March 31,
                                                         2000                 1999                  2000
                                                 --------------------- -------------------- ---------------------
<S>                                                     <C>                  <C>                   <C>
U.S. statutory federal rate                             15.00%               15.00%                15.00%
State income tax rate, net of federal benefit            4.04%                4.04%                 4.04%
Offering costs, permanent difference                     0.00%                0.00%                 0.00%
Net operating loss (NOL) for which no tax
  Benefit is currently available                       -19.04%              -19.04%               -19.04%
                                                 --------------------- -------------------- ---------------------
                                                         0.00%                0.00%                 0.00%
                                                 ===================== ==================== =====================
</TABLE>

The valuation allowance offsets the net deferred tax asset for which there is no
assurance of recovery. The change in the valuation allowance for the years ended
March 31,  2000 and 1999 was  $2,729 and $299,  respectively.  The change in the
valuation  allowance for the period from July 18, 1997 (inception) through March
31, 2000 was $3,356. NOL carryforwards at March 31, 2000 will begin to expire in
2012.  The  valuation  allowance  will be  evaluated  at the  end of each  year,
considering  positive  and  negative  evidence  about  whether the asset will be
realized.  At that time,  the  allowance  will either be  increased  or reduced;
reduction could result in the complete  elimination of the allowance if positive
evidence  indicates  that  the  value of the  deferred  tax  asset is no  longer
impaired and the allowance is no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

NOTE D: SHAREHOLDERS' EQUITY

Common Stock
------------
The Company initially  authorized 25,000 shares of $1.00 par value common stock.
On July 18, 1997 the Board of  Directors  approved  an  increase  in  authorized
shares to 100,000,000 and changed the par value to $.0001.  On July 18, 1997 the
Company issued 500,000 shares of common stock for services  valued at $.0001 per
share, or $50.


                                       16
<PAGE>

                    TRIWEST MANAGEMENT RESOURCES CORPORATION
                          (A Development Stage Company)

                          Notes to Financial Statements


NOTE D: SHAREHOLDERS' EQUITY, CONCLUDED

On June 14, 1999 the Company filed amended  articles with the state of Nevada to
change the authorized shares of common stock originally approved by the Board of
Directors on July 18, 1997 from 25,000, no par value to 100,000,000, $.0001 par.
Nevada  Revised  Statutes  Section 78.385 (c) treats this amendment as if it was
filed on July 18,  1997,  therefore,  giving the Company  enough  shares for the
original issuance of 500,000 shares of common stock.

NOTE E: SUBSEQUENT EVENTS

Change in management
--------------------
In May 2000 the  officers  and  directors  of the Company  resigned and a single
officer and director was appointed.


                                       17
<PAGE>

Item 8 - Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure
--------------------------------------------------------------------------------

On January 21, 2000, the Issuer  appointed  Cordovano & Harvey,  P.C. to replace
Kish, Leake & Associates, P.C. as our principal accountants. The report of Kish,
Leake & Associates,  P.C. on our financial statements did not contain an adverse
opinion or a  disclaimer  of opinion,  and was not  qualified  or modified as to
uncertainty,  audit scope or accounting principles. We had no disagreements with
them on any matter of accounting  principles or practices,  financial  statement
disclosure or auditing  scope or procedure.  We did not consult with Cordovano &
Harvey,  P.C. on any  accounting or financial  reporting  matters in the periods
prior to their appointment.  The change in accountants was approved by the Board
of Directors.  We filed a Form 8-K with the Commission  (File No.  000-27103) on
January 22, 2000.

                                    PART III

Item 9 - Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------

The  following  table  sets forth the names and ages of the  current  directors,
executive officers and key employees of the Issuer and the principal offices and
positions with the Issuer held by each person. The Board of Directors  currently
consists of one director.

NAME                         AGE               POSITION
----                         ---               --------
Jason John                   32                President, Secretary and Director

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death,  resignation,  retirement,  removal or
disqualification or until their successors have been duly elected and qualified.
Vacancies in the existing  Board of Director are filled by majority  vote of the
remaining  directors.  Officers of the Issuer  serve at the will of the Board of
Directors.  There are no family  relationships  between any  execute  officer or
director of the Issuer.

Mr. Jason John was  appointed to his  positions on May 30, 2000.  He devotes his
time as necessary to our business, which time is expected to be nominal.

Prior to joining the Issuer,  Mr. John was  employed by the  Shaftsbury  Brewing
Company  where he was  involved in product  promotion  and  marketing.  Prior to
working  with the  Shaftsbury  Brewing  Company  Mr.  John was  employed at Gray
Beverage as an account manager and merchandiser. While employed by Gray Beverage
Mr. John was responsible  for  implementing  many new operational  systems which
resulted in an increase in the Issuer's efficiency in many areas. Currently, Mr.
John is employed at Ensign Drilling. Ensign Drilling is a leading company in oil
and gas exploration in Canada.

Mr. John also holds the following positions:

1.       Sole Director, President and Secretary of Eastern Management Corp.
2.       Sole Director, President and Secretary of Tripacific Development Corp.


                                       18
<PAGE>

3.       Sole Director, President and Secretary of Corbett Lake Minerals Inc.

SIGNIFICANT EMPLOYEES

The Issuer has one  employee.  Mr. Jason John is the  President,  Secretary  and
Treasurer of the Issuer. Mr. John devotes his time as necessary to our business,
which time is expected to be nominal.

There are no family  relationships  among the  directors,  executive  officer or
persons  nominated  or chosen by the  Issuer to become  directors  or  executive
officers.

No bankruptcy  petition has been filed by or against any business of which Jason
John is a  general  partner  or  executive  officer  either  at the  time of the
bankruptcy or within two years prior to that time.

Jason John has never been convicted in a criminal  proceeding and is not subject
to a pending criminal proceeding.

Jason  John has never  been  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  their  involvement  in any type of business,  securities or
banking activities.

Jason John has never been 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.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based on the Issuer's  review of copies of forms filed with the  Securities  and
Exchange Commission or written  representations  from certain reporting persons,
in compliance  with Section 16(a) of the  Securities  Exchange Act of 1934,  the
Issuer  believes  that during  fiscal year 2000,  all  officers,  directors  and
greater than ten percent  beneficial  owners complied with the applicable filing
requirements.

Item 10 - Executive Compensation
--------------------------------

None of our officers and/or directors have received any  compensation.  They all
have  agreed  to act  without  compensation  until  authorized  by the  Board of
Directors,  which is not expected to occur until we have generated revenues from
operations.  As of the  date of this  registration  statement,  we have no funds
available to pay  directors.  Further,  none of the  directors  are accruing any
compensation pursuant to any agreement with us.

It is possible that,  after we  successfully  complete a merger or  acquisition,
that company may employ or retain one or more members of our  management for the
purposes  of  providing  services  to  the  surviving  entity.  Each  member  of
management  has agreed to disclose  to the Board of  Directors  any  discussions
concerning  possible  employment  by any entity  that  proposes  to  undertake a
transaction  with us and  further,  to abstain  from voting on the  transaction.


                                       19
<PAGE>

Therefore,  as a practical  matter,  if each member of the Board of Directors is
offered  employment  in any form  from any  prospective  merger  or  acquisition
candidate,  the  proposed  transaction  will  not be  approved  by the  Board of
Directors as a result of the inability of the Board to affirmatively approve the
transaction.  The transaction  would then be presented to our  shareholders  for
approval.

It is possible that persons  associated  with management may refer a prospective
merger or  acquisition  candidate to us. In the event we complete a  transaction
with any entity  referred by associates of  management,  it is possible that the
associate will be compensated  for their referral in the form of a finder's fee.
It is anticipated that this fee will be either in the form of restricted  common
stock issued by us as part of the terms of the proposed transaction,  or will be
in the  form of cash  consideration.  If  compensation  is in the  form of cash,
payment will be tendered by the acquisition or merger candidate, because we have
insufficient cash available. The amount of any finder's fee cannot be determined
as of the date of this registration statement,  but is expected to be comparable
to consideration normally paid in like transactions, which range up to ten (10%)
percent of the  transaction  price.  No member of  management  will  receive any
finders fee,  either  directly or  indirectly,  as a result of their  efforts to
implement our business plan.

No retirement,  pension, profit sharing, stock option or insurance programs have
been adopted by the Issuer's for the benefit of its employees.

Item 11 - Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

The following table sets forth the number of shares of the Issuer's Common Stock
beneficially owned by (i) each director and nominee for election to the Board of
Directors  of the  Issuer;  (ii) each of the  named  executive  officers  in the
Summary  Compensation  Table;  (iii) all directors  and executive  officers as a
group; and (iv) to the best of the Issuer's knowledge,  all beneficial owners of
more than 5% of the outstanding  shares of the Issuer's Common Stock as of March
31, 2000. Unless otherwise indicated,  the shareholders listed in the table have
sole  voting and  investment  power with  respect to the shares  indicated.  The
Issuer  has been  provided  such  information  by its  directors,  nominees  for
directors and executive officers.

<TABLE>
<CAPTION>
NAME (AND ADDRESS OF 5% HOLDER) OR     COMMON SHARES BENEFICIALLY     PERCENT
IDENTITY OF GROUP                      OWNED (1)                      OF CLASS (2)
<S>                                          <C>                      <C>
Devinder Randhawa
Suite 104                                    152,000                  30.4%
1456 St. Paul Street,
Kelowna, B.C.
V1Y 2E6

Bob Hemmerling
1908 Horizon Drive                           152,000                  30.4%
Kelowna, B.C.
V1Z 3L3
</TABLE>

(1)      Under the rules of the Securities and Exchange  Commission,  shares not
         actually  outstanding are nevertheless  deemed to be beneficially owned
         by a person if such person has the right to acquire  the shares  within
         60 days.  Pursuant to such SEC rules,  shares deemed beneficially owned
         by virtue of a  person's  right to  acquire  them are also  treated  as
         outstanding  when calculating the percent of class owned by such person
         and when determining the percentage owned by a group.

(2)      Based on 500,000  shares of Common Stock issued and  outstanding  as of
         March 31, 2000.

There are no  arrangements  in place  which may result in a change of control of
the Issuer.

Item 12 - Certain Relationships and Related Transactions
--------------------------------------------------------

There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Item 13 - Exhibits and Reports on Form 8-K
------------------------------------------

(A)      Exhibits

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
EXHIBIT
NUMBER          DESCRIPTION
----------------------------------------------------------------------------------------------------------------------
<S>             <C>
3.1             Articles of Incorporation filed July 18, 1997, and amendments thereto filed June 14, 1999, as filed
                with the Issuer's Form 10-SB (file no. 000-27103) filed on August 20, 1999 incorporated herein by
                reference.
----------------------------------------------------------------------------------------------------------------------
3.3             Bylaws as filed with the Issuer's Form 10-SB (file no. 000-27103) on August 20, 1999 incorporated
                herein by reference.
----------------------------------------------------------------------------------------------------------------------
4.1             Form of Lock Up Agreement Executed by the Issuer's Shareholders as filed with the Issuer's Form
                10-SB (file no. 000-27103) filed on August 20, 1999, incorporated herein by reference.
----------------------------------------------------------------------------------------------------------------------
4.1.1           Specimen Informational Statement as filed with the Issuer's Form 10-SB (file no.000-27103) filed on
                August 20, 1999, incorporated herein by reference.
----------------------------------------------------------------------------------------------------------------------
13.1            Form 10QSB for the Period ended December 31, 1999, filed on February 15, 2000, incorporated herein
                by reference.
----------------------------------------------------------------------------------------------------------------------
16              Letter from Kish, Leake & Associates, P.C. as filed with the Issuer's Form 8-K on January 24, 2000,
                incorporated herein by reference.
----------------------------------------------------------------------------------------------------------------------
27              Financial Data Schedule
----------------------------------------------------------------------------------------------------------------------
</TABLE>


(B)      Reports on Form 8-K

The Issuer filed a Form 8-K on January 24, 2000.


                                       20
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                         TRIWEST MANAGEMENT RESOURCES CORP.


Dated:  June 29, 2000                    Per: /s/ Jason John
                                              ----------------------------------
                                              Jason John, President and Director