PROSPECTUS

IWT TESORO CORPORATION

1,243,502 Shares of Common Stock at $5.50 per share

        This is our initial public offering. Certain of our stockholders are offering and selling 1,243,502 of shares. However, only 443,500 shares may be sold immediately, an additional 699,002 shares may be sold beginning in six months on December 17, 2003 and the remaining 101,000 shares may be sold beginning in 12-months on June 17, 2004. We will not receive any proceeds from the sale of the shares by our Selling Stockholders.

        The Selling Stockholders have advised us that, until a market develops for our common stock, they will sell their shares for $5.50 per share. This price does not necessarily bear any relationship to customary determinants of the value of shares of public companies such as the history of, and prospects for, our business; past sales prices of our common stock in private transactions; an assessment of our management; our present operations; our market capitalization and general conditions in the securities markets.

        Prior to this offering, no public market has existed for our shares and one may not develop. If a market does develop, it may not be sustained. Our common stock is not listed on any national securities exchange or the NASDAQ stock market. We expect that our stock will initially be quoted on the Over-the-Counter Bulletin Board (OTCBB) under the symbol "IWTT" maintained by the National Association of Securities Dealers. If and when our stock is quoted on the OTCBB, the shares will be priced at prevailing market prices or at private negotiated prices. We do not assure anyone that we will obtain listing on the OTCBB. Including our shares on the OTCBB or the Pink Sheets will depend on the willingness of broker-dealers to register with the NASD, which regulates all broker-dealers, to submit quotations for our shares.

        Concurrent with this offering, we are registering an additional 250,000 units at $5.50 per unit for sale by our officers and directors. Each unit consists of one share of our common stock and a warrant to purchase one share at $7.00 per share through June 17, 2006.

        These are speculative securities. Investment in the common stock offered in this prospectus involves a high degree of risk. You may lose your entire investment. Consider carefully the "High Risk Factors" beginning on Page 5 before investing.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. This Prospectus is not an offer to buy or sell these securities in any state where the offer or sale is not permitted.

        You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. This prospectus is not an offer to sell and it is not seeking an offer to buy these securities in any jurisdiction where this offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus. Unless we state otherwise, references to the "Company", "Tesoro", "we", "us" and "our" refer to IWT Tesoro Corporation, a Nevada corporation.

THE DATE OF THIS PROSPECTUS IS JUNE 17, 2003

TABLE OF CONTENTS

DEALER PROSPECTUS DELIVERY OBLIGATIONS

        Until September 15, 2003 (ninety days) after the effective date of the registration statement of which this Prospectus is a part, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that is important to your investment decision. You should read the following summary together with IMPORTANT RISK FACTORS and the more detailed information regarding Tesoro and our subsidiaries and our financial statements, and the related notes appearing elsewhere in this Prospectus.

Summary of our Business

        Through our wholly owned subsidiary, International Wholesale Tile, Inc. (IWT), we provide hard floor and wall covering materials primarily ceramic, porcelain and stone tile to the new construction and remodeling industries for commercial and residential marketplaces. We distribute our products through a network of independently owned dealers and distributors, buying groups and home center retailers. We purchase our products primarily from foreign manufacturers. Our primary source of revenue is from selling hard flooring materials. Our principal costs relate to acquiring and warehousing and delivering our products. While we sell our products throughout the United States, the majority of our sales are currently in the Southeast. On a consolidated basis, Tesoro had net sales in 2002 of $25.3 million. And net profits of $1.9 million.

        Our principal executive offices are located at 191 Post Road West, Suite 10, Westport, Connecticut 06880. Our telephone number is: (203) 221-2770 and our website is http://www.iwttesoro.com. Information contained on our Web site is not part of this prospectus.

Summary of the Offering

(1)

This includes 250,000 shares that are being offered and sold by our officers and directors pursuant to a concurrent offering. The concurrent offering is for 250,000 units at $5.50 per unit. Each unit consists of one share of common stock and a warrant to purchase one share at $7.00 per share through June 17, 2006. Through July 7, 2003, we will offer these units to our current stockholders exclusively and only our officers or directors will sell the units during this exclusive period.

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Summary of Financial Data

        The following information is taken from our audited financial statement as of December 31, 2002 and from our unaudited financial statements as of March 31, 2003. The financial highlights below should be read along with the more detailed financial statements and notes appearing later in this prospectus. You should also read the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Our accumulated deficit as of December 31, 2002 was ($184,740) and for the first quarter ended March 31, 2003 was ($21,944). Currently, there is no public market for our stock and we cannot assure the investor that one will develop.

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IMPORTANT RISK FACTORS

        Investing in our common stock involves high risk. You should carefully consider the following important risk factors and the other information contained in this prospectus before investing in our common stock. The price of our common stock could decline because of any of these risks, and you could lose all or part of your investment. You also should read and consider the other information included in this prospectus, including the financial statements and related notes. If any of the events described here occur, our business prospects, financial condition and operating results could be materially affected in a negative manner.

COMPANY RISKS

As to Tesoro:

WE WILL LIKELY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR ACQUISITIONS AND GROWTH. IF WE CANNOT SECURE ADDITIONAL FUNDS, WE MAY NOT BE ABLE TO EXPAND OUR BUSINESS.

        Future events, including the problems, delays, expenses and difficulties frequently encountered by wholesale tile and ceramics distributors like us, may lead to increased costs that could make it difficult for us to succeed with our business plan. To raise additional capital, we may sell additional equity securities, accept debt financing, or obtaining financing through a bank or other entity. There is no limit as to the amount of debt we may incur nor have we adopted a ratio of our equity to debt. If we need to obtain additional financing, it may not be available or it may not be available on terms acceptable to us. Likewise, an offering of our securities may not be successful. If additional funds are raised through issuing additional stock, the value of our outstanding stock may be significantly diluted.

        Our future capital requirements will depend upon many factors, including the following:

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The magnitude of the inventory we must carry to adequately support our customers;



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The volume of sample material and product we must have in place with our customers to help merchandise our products;



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The number of different product variations demanded by our customers



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Currency fluctuations, particularly with respect to the Euro Dollar against the U.S. Dollar;



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The rate at which we expand our operations; and



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The occurrence, timing, size and success of acquisitions.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE, WHICH COULD RESULT IN A LOWER PRICE FOR OUR COMMON STOCK.

        Our quarterly results may be affected by a variety of factors, some of which are beyond our control, including, for example, the following:

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Introducing new products or pricing programs by our competitors;



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Increased transportation costs;



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Increases in selling and marketing expenses, as well as other operating expenses;



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Economic conditions specific to building materials industry; and



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Costs and risks associated with potential acquisitions.

        Of these conditions, the 1st, 2nd and 4th factors are largely beyond our control.

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GENERALLY, WE MUST PAY ALL COSTS AND EXPENSES INCURRED WITH DEFENDING ANY ACTIONS ALLEGED AGAINST ANY OF OUR DIRECTORS.

        Our articles of incorporation and bylaws provide that we may indemnify our officers and directors against losses sustained or liabilities incurred arising from any transaction in that officer's or director's respective managerial capacity unless that officer or director:

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violates a duty of loyalty,



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did not act in good faith,



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engages in intentional misconduct or knowingly violated the law, or



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derives an improper benefit from the transaction.

        Additionally, we have also entered into separate indemnity agreements with each of our executive officers and directors to provide added protection unless that person committed any of the prohibited acts described above. Any obligations we incur defending any such actions could adversely affect our cash flow and profitability.

OUR ARTICLES OF INCORPORATION AND BYLAWS CONTAIN CERTAIN PROVISIONS THAT COULD HINDER A CHANGE IN OUR CORPORATE CONTROL.

        Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable. Only our directors may call annual stockholder meetings and only our directors, officers or stockholders holding not less than a majority of all shares entitled to vote may call a special stockholder meeting, Likewise, our bylaws require notice procedures with regard to stockholder proposals and nominations of candidates for electing directors are required. Furthermore, vacancies on our Board, including newly created directorships, may be filled by a majority of our directors then in office and not by our stockholders.

FAILING TO IDENTIFY SUITABLE ACQUISITION CANDIDATES, TO COMPLETE ACQUISITIONS AND TO INTEGRATE THE ACQUIRED OPERATIONS SUCCESSFULLY COULD ADVERSELY AFFECT OUR BUSINESS STRATEGY AND OPERATIONS.

        As part of our business strategy, we intend to acquire complementary businesses. Although we regularly evaluate acquisition opportunities, we may not be able to:

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Successfully identify suitable acquisition candidates;



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Obtain sufficient financing on acceptable terms to fund acquisitions;



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Complete acquisitions; or



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Profitably manage acquired businesses.

        Additionally, acquired operations may not achieve levels of sales, operating income or productivity comparable to those of our existing operations, or perform as expected. Acquisitions may also involve a number of special risks, some or all of which could have a material and adverse effect on our business, operating results and financial condition. Among these risks are:

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Our inability to integrate operations, systems and procedures and to eliminate redundancies and excess costs effectively;



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Diverting management's attention and resources; and



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Difficulty retaining and training acquired key personnel.

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WE MAY BE UNABLE TO OBTAIN PRODUCTS ON A TIMELY BASIS, WHICH COULD MATERIALLY HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

        We do not manufacture any of the products we distribute. Our business depends upon a continuous supply of material from third party suppliers. We currently import all our products from 40 foreign manufacturers. While we believe this large group of suppliers insulates us from the effect of any one supplier, international supply relationships are sensitive to geo-political situations beyond our control. In particular, we depend on Italy and Spain and any disruption in this supply chain could put us in a difficult position. However, any extended interruption in product supply would disrupt our operations, which could adversely affect our business, financial condition and operating results.

BECAUSE WE DO NOT CARRY ANY INSURANCE ON OUR PRODUCTS THAT ARE IN TRANSIT, WE RISK LOSING ENTIRE SHIPMENTS.

        Title to our products transfers at the port of the originating country. We self-insure in the event of loss after title is taken. We only ship between ten and twenty containers at any one time. We currently estimate that our current maximum exposure for loss would be approximately $150,000. Because we often place special orders on behalf of our customers, if any shipments were lost or damaged, our clients would not be able to receive their product in a timely fashion, which, in turn, could adversely affect our relationship with those customers. To date, we have only incurred minimal losses with respect to products that have been lost after it acquired title. Likewise, the outbound transportation costs differ depending on how far our products are to be shipped.

IF THE CONFLICT IN THE MIDDLE EAST ESCALATES, WE MAY HAVE DIFFICULTY OBTAINING PRODUCTS FROM CERTAIN FOREIGN MANUFACTURERS.

        To date, we have not been adversely affected in any material way by conflicts in the Middle East. We have not had problems obtaining product from Turkey, although minor problems with product from Dubai have occurred. However, we purchase only limited product from Dubai manufacturers and can obtain substitute products, if necessary. Protest strikes in the European Union countries such as Spain and Italy may slightly delay shipping of products, but to date, these delays have been very minor.

WE MAY BE UNABLE TO PASS ON TO OUR CUSTOMERS INCREASES IN TRANSPORTATION COSTS, WHICH COULD HAVE A MATERIAL EFFECT ON OUR PROFITABILITY.

        Significant increases in transportation costs could adversely effect on our operating margins and our business, financial condition and operating results. Although we generally attempt to pass on increases in the costs to our customers, our ability to do so is, to a large extent, depends on the rate and magnitude of any increase, as well as competitive pressures and market conditions for our products. There have been, in the past and may be in the future, periods of time during which increases in this cost cannot be recovered. During these periods, our profitability could be adversely affected.

IF WE GROW TOO QUICKLY, WE COULD ENCOUNTER PROBLEMS RELATED TO INCREASED CUSTOMER DEMANDS ON OUR LIMITED RESOURCES.

        Rapid growth would place a significant strain on our managerial, operational, financial and other resources. Our systems, procedures, controls and management resources may not be adequate to support our future operations. Future growth will require us to

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implement additional management information systems,



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develop further our operating, administrative, financial and accounting systems, and



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maintain close coordination between departments.

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        If we cannot manage our growth, we could limit our ability to capitalize on new business opportunities that may arise or to implement our business strategy. Additionally, we cannot assure anyone that our personnel, systems and controls will be adequate to support future growth. Our inability to manage growth or to maintain the quality of our products and services could cause us to lose customers and could significantly increase our operating expenses.

WE DEPEND ON OUTSIDE DISTRIBUTORS FOR PRODUCT SALES.

        We sell our products primarily through a network of dealers and sub-distributors. These distributors do not have a minimum sales requirement. Our distributors are independent contractors. If we do not competitively price our products or if the quality of the products is low our distributors may fail to aggressively market our products for us. If our distributors do not successfully sell our products, then our revenue and profits may not materialize.

IF WE ARE UNABLE TO RETAIN OUR MANAGEMENT TEAM, OUR BUSINESS OPERATIONS AND OUR GROWTH OBJECTIVES MAY BE ADVERSELY AFFECTED.

        Our success in achieving our growth objectives depends upon the efforts of our top management team including the efforts of Henry J. Boucher, Jr., our Chief Executive Officer, Forrest Jordan, our Chief Financial Officer and Senior Vice President, and Paul F. Boucher and Grey Perna who also are Senior Vice Presidents, as well as other of our management members. While we do have written employment agreements with each of these individuals, we currently do not have employment agreements with all our employees. The loss of the services of any of these individuals may have a material adverse effect on our business, financial condition and operating results. We may not be able to maintain and achieve our growth objectives should we lose any or all of these individuals' services.

FUTURE EXCHANGE RATE FLUCTUATIONS OR INFLATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS.

        We import most of the product we sell from countries whose currency is the Euro Dollar. We currently write purchase contracts and pay for materials in U. S. dollars. However, the manufacturing facilities pay all their expenses in their country's currency. This means that IWT realizes a benefit when a country's currency devalues against the U.S. dollar, although that country's inflation rate or internal expenses may offset this benefit. Any future increases in a country's inflation rate, which are not offset by devaluation of their currency, may negatively impact our operating results. To the extent that a foreign country's currency appreciates against the U.S. dollar, there could be a material adverse effect on our business, financial condition and operating results.

INDUSTRY RISKS

OUR INDUSTRY IS CYCLICAL AND PROLONGED DECLINES IN RESIDENTIAL OR COMMERCIAL CONSTRUCTION ACTIVITY COULD ADVERSELY AFFECT OUR BUSINESS.

        The ceramic and tile floor covering industry depends on residential and commercial construction activity, including both new construction, as well as remodeling. New construction activity, and remodeling to a lesser degree, is cyclical in nature and a prolonged decline in residential or commercial construction activity could have a material adverse effect on our business, financial condition and operating results. Construction activity is significantly affected by numerous factors, all of which are beyond our control, including:, among others,

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National and local economic conditions;



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Interest rates;



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Housing demand;



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Employment levels;

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Changes in disposable income;



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Financing availability;



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Commercial rental vacancy rates;



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Federal and state income tax policies; and



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Consumer confidence.

        The U.S. construction industry has experienced significant downturns in the past, which have adversely affected suppliers to the industry, including suppliers of ceramic and tile floor coverings. The industry could experience similar downturns in the future, which could have a negative impact on our business, financial condition and operating results.

WE FACE INTENSE COMPETITION IN THE FLOORCOVERING INDUSTRY, WHICH COULD DECREASE DEMAND FOR OUR PRODUCTS AND COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR PROFITABILITY.

        The industry is highly competitive. We face competition from a large number of domestic and foreign importers and independent distributors of floor covering products. Some of our existing and potential competitors may be larger and have greater resources and access to capital than we do. Maintaining our competitive position may require us to make substantial investments in our product design efforts, distribution network and sales and marketing activities. Competitive pressures may also result in decreased demand for our products and in the loss of market share. In addition, we face, and will continue to face, pressure on sales prices of our products from competitors, as well as from large customers. As a result of any of these factors, there could be a material adverse effect on our sales and profitability. Hard flooring products also face competition from alternative products such as carpet, hardwood and vinyl. Changes in customer attitudes toward hard flooring and wall covering materials could also adversely affect our ability to market and sell our products profitably.

FUTURE EXCHANGE RATE FLUCTUATIONS OR INFLATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS.

        We import most of the product we sell from countries whose currency is the Euro Dollar. We currently write purchase contracts and pay for materials in U. S. dollars. However, the manufacturing facilities pay all their expenses in their country's currency. This means that IWT realizes a benefit when a country's currency devalues against the U.S. dollar, although that country's inflation rate or internal expenses may offset this benefit. Any future increases in a country's inflation rate, which are not offset by devaluation of their currency, may negatively impact our operating results. To the extent that a foreign country's currency appreciates against the U.S. dollar, there could be a material adverse effect on our business, financial condition and operating results.

INVESTMENT RISKS

THE SHARES AVAILABLE FOR SALE IMMEDIATELY BY THE SELLING SHAREHOLDERS COULD SIGNIFICANTLY REDUCE THE MARKET PRICE OF OUR COMMON STOCK.

        A total of 1,243,502 shares of our common stock are being registered for resale under this prospectus. While 699,002 of these shares are subject to a lock-up period of six months and 101,000 shares are subject to a lock-up period of 12 months, the market price of our common stock could drop if substantial amounts of shares are sold in the public market. A drop in the market price could reduce the value of your investment and could require us to issue more stock than we otherwise would to raise capital. In addition, after a one-year holding period, shares we issue under Rule 144 to non-affiliates will become eligible for trading without any additional payment to us or any increase in our capitalization.

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SELLING SHAREHOLDERS MAY SELL SECURITIES AT ANY PRICE OR TIME. THIS MAY REDUCE THE PRICE OF OUR COMMON STOCK.

        After effectiveness of this prospectus, the selling stockholders may offer and sell their shares at a price and time determined by them without subject to Rule 144. The timing of sales and the price at which the selling stockholders sell the shares could have an adverse effect upon the public market for our common stock.

YOUR INVESTMENT IN TESORO WILL BE DILUTED.

        Dilution is the difference between the amount you pay for a share of common stock in this offering and the net tangible book value per share of such common stock immediately after the offering. If you invest in this offering, you will incur an immediate and substantial dilution of your investment. In addition, we may issue a substantial number of shares of common stock or preferred stock without your approval. Any such issuance of our securities in the future could reduce your ownership percentage and voting rights in us and further dilute the value of your investment.

IN THE FUTURE WE MAY ISSUE MORE SHARES OF OUR COMMON STOCK. THIS WOULD REDUCE INVESTORS PERCENTAGE OF OWNERSHIP AND MAY REDUCE OUR SHARE VALUE.

        Our Articles of Incorporation authorizes our issuing up to 100.0 million shares of common stock and 25 million shares of preferred stock. If we issue all or part of our remaining authorized common stock or preferred stock, depending on its terms, the percentage of common stock held by existing stockholders would be diluted. We may value any stock issued in the future on an arbitrary basis. Issuing common or preferred stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on the value of our shares.

SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR STOCK AND DO NOT INTEND TO IN THE NEAR FUTURE, A PURCHASER OF OUR STOCK WILL ONLY REALIZE A GAIN ON HIS OR HER INVESTMENT IF THE MARKET PRICE OF OUR COMMON STOCK INCREASES.

        We have never paid, and do not intend to pay, any cash dividends on our common stock in the current year. Therefore, an investor in this offering, in all likelihood, will only realize a profit on his investment, in the short term, if the market price of our common stock increases in value.

THERE HAS BEEN NO PRIOR MARKET FOR OUR SECURITIES AND A PUBLIC MARKET FOR OUR STOCK MAY NOT DEVELOP OR BE SUSTAINED.

        Prior to this offering, you could not buy or sell our stock publicly. If a public market for our securities is not developed or sustained after this offering, the market price of our securities may fall or may fail to materialize at all. If this happens you may lose part or all of the value of your investment. Without an active public market in our stock, there will be limited liquidity and it may be hard to sell the stock you own.

OUR SHARES CURRENTLY DO NOT QUALIFY FOR LISTING ON NASDAQ. OUR COMMON STOCK MAY ONLY TRADE ON THE OVER-THE-COUNTER BULLETIN BOARD OR "PINK SHEETS."

        Under the current rules relating to the listing of shares on NASDAQ SmallCap, we must have:

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Three registered and active market makers;

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Stockholders' equity of at least $5 million, or market capitalization of at least $50 million, or net income of at least $750,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years;



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Operating history of at least one year or market capitalization of $50 million;



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Public float of at least 1,000,000 shares;



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Market value of public float of at least $5 million;



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A minimum bid price of $4.00 per share; and



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At least 300 stockholders who own at least 100 share each, among other requirements.

        For a continued listing, a company must maintain:

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Two registered and active market makers, one of which can be a market maker entering a stabilizing bid;



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Stockholders' equity of at least $2.5 million, market capitalization of at least $35 million, or net income of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years;



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A public float of at least 500,000 shares;



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Market value of public float of at least $1 million; and



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A minimum bid price of $1.00 per share, among other requirements.

        Our common stock will not initially be eligible for listing on the NASDAQ SmallCap. Accordingly, trading, if any, will be conducted on the over-the-counter market on an electronic bulletin board established for shares that do not meet the listing requirements of the Nasdaq Stock Market, Inc. or in what are commonly referred to as the "pink sheets." As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our shares.

SHOULD OUR COMMON STOCK REMAIN TRADING ONLY ON THE OTCBB OR PINK SHEETS, OUR COMMON STOCK'S LIQUIDITY MAY BE SEVERELY LIMITED.

        Stocks on the over-the-counter, bulletin board or "pink sheet" market ordinarily have much lower trading volume than on NASDAQ. Very few market makers take interest in shares traded over-the-counter; and, accordingly, the markets for such shares are less orderly than is usual for NASDAQ stocks. As a result of the low trading volumes ordinarily obtained in over-the-counter markets, sales of common stock in any significant amount can generally not be absorbed without a dramatic reduction in price. Moreover, thinly traded shares in the over-the-counter markets are more susceptible to trading manipulations than is ordinarily the case for more actively traded shares.

OUR COMMON STOCK'S INITIAL PRICE MAY NOT ACCURATELY REFLECT ITS FUTURE MARKET PERFORMANCE.

        We have arbitrarily determined the $5.50 per share price at which our shares are being offered by the Selling Stockholders. The initial price of our common stock may not accurately reflect the future value of our stock in any market. The initial price may not be indicative of future market performance and may bear no relationship to the price at which our common stock will trade, if ever. Prices may fluctuate significantly and we do not know what the value of our common shares will be in the future.

        The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to factors such as the active float of our securities could be small, meaning that relatively small trades of our securities could materially effect the share price and other general economic or stock market conditions, many of which are beyond our control.

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        In addition, the stock market in general, and the market for shares in tile and ceramic floor covering companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. We make no assurance that these trading prices and price earnings predictions will be sustained.

        In addition, a substantial portion of our future expenses, including most product design and selling and marketing expenses, must be incurred in advance of revenue generation. If our actual revenue does not meet our expectations, then our operating profit, if any, may fall short of our expectations, or our operating loss may be greater than our expectations. We may need to change our pricing strategy for and these changes may affect our quarterly results. Any one or more of these factors could affect our business, financial condition and operating results, and this makes the prediction of operating results on a quarterly basis unreliable. As a result, period-to-period comparisons of our historical operating results may not be meaningful and you should not rely on them as an indication of our future performance. This could adversely affect the price of our common stock.

A SMALL NUMBER OF STOCKHOLDERS WILL STILL OWN MOST OF OUR COMMON STOCK.

        Upon completing this offering, existing stockholders will still own approximately 97.8% of our outstanding common stock. Those persons who are officers, directors or who own more than 5% of our common stock will hold approximately 81.7% of our stock. Our management will continue to control most matters requiring approval by our stockholders. As a result, management acting together have the ability to control substantially all matters submitted to our stockholders for approval, including electing and removing directors and any merger, consolidation, takeover or other business combination involving us, and to control our management and affairs. This may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control in an acquisition or takeover.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

        Some of the statements made in our PROSPECTUS SUMMARY, IMPORTANT RISK FACTORS, MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS, DESCRIPTION OF BUSINESS and elsewhere in this Prospectus constitute "forward-looking statements". For example, statements included in this prospectus regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future demand for our services and products, supply, costs, marketing and pricing factors are all forward-looking statements. When we use words like "intend," "anticipate," "believe," "estimate," "plan" or "expect," we are making forward- looking statements.

        These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. This prospectus contains forward-looking statements that address, among other things,

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our business and financing plans;



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regulatory environments in which we operate or plan to operate; and



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trends affecting our financial condition or results of operations, the impact of competition, the start-up of certain operations, roll out of products and services and acquisition opportunities.

        Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements (Cautionary Statements) include, among others,

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our ability to raise capital;

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our ability to continue distributing our products;



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our ability to provide our products at competitive rates;



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our ability to execute our business strategy in a competitive environment;



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our degree of financial leverage;



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regulatory considerations and risks related to international economics,



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risks related to market acceptance and demand for our products and services;



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our dependence on third party suppliers;



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the impact of competitive services; and



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other risks referenced from time to time in our SEC filings.

        We believe that the assumptions and expectations reflected in this prospectus are reasonable, based on information available to us on the date of this prospectus. However, we cannot assure anyone that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have discussed certain important factors that could cause our actual results to differ materially from our current expectations under "Risk Factors" and elsewhere in this prospectus. You should understand that forward-looking statements made in connection with this offering are qualified by these factors. We assume no obligation to update forward-looking statements or reflect unanticipated future events.

MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

        We have filed periodic reports with the Securities and Exchange Commission since October 2000. Before this offering, no public market existed for our common stock. A market maker has applied to have our common stock quoted on the OTCBB under the symbol "IWTT". We may not now or ever qualify for listing of our securities on the OTCBB or on any other quotation system or national exchange.

Determination of our Share Price

        An arbitrary process based upon a subjective evaluation by us determined the price of the common shares stated in this prospectus of $5.50 and the exercise price of the warrant of $7.00. Among the factors considered in determining the initial estimated price of the common shares are:

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Our history and our prospects;



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The industry in which we operate;



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The status and development prospects for our products;



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Our past and present operating results;



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Our executive officers experience; and



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The general condition of the securities markets at the time of this offering.

        Our offering price and the warrant exercise price should not be considered an indication of the actual value of our securities offered in this prospectus. These prices are subject to change as a result of market conditions and other factors and we cannot assure anyone that these securities can be resold at or above the initial public offering price.

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Our Stockholders

        At June 17, 2003, 11,205,502 shares of common stock were outstanding, which were held by approximately 149 stockholders of record.

Our Dividend Policy

        We have never paid, and do not intend to pay, any cash dividends on our common stock in the current year. Therefore in all likelihood, an investor in this offering will only realize a profit on his investment, in the short term, if the market price of our common stock increases in value.

        Securities Authorized to be Issued upon our Equity Compensation Plans

(1)

Tesoro's Stock Incentive Plan includes the right to grant options and to issue restricted stock and the Plan was approved by Tesoro's then sole stockholder in December 2001. This number reflects 124,500 restricted shares that have been issued all pursuant to the Plan.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The following discussion should be read along with our financial statements, which are included in another section of this prospectus. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in this Prospectus should be read as applying to all forward-looking statements in any part of this prospectus.

        We were incorporated on May 5, 2000 as a Nevada corporation. Our principal office is located at 191 Post Road West, Suite 10, Westport, CT 06880. Any reference in this "Management's Discussion and Analysis or Plan of Operations" discussion to "the company," "our," "we" or "us" refers to Tesoro.

        Effective October 1, 2002, we acquired International Wholesale Tile, Inc. (IWT) through a share exchange and IWT became our wholly owned subsidiary. We issued a total of 9 million shares of our common stock in exchange for all of the IWT shares. As part of the transaction, Tesoro and each of the three IWT stockholders entered into a repurchase agreement by which the three stockholders may each sell a total of 150,000 shares of Tesoro's common stock over a three-year period back to us for a price based on an amount equal to 88% of its then weighted average trading price.

        Through IWT, we provide hard floor and wall covering materials primarily ceramic, porcelain and granite tile to the new construction and remodeling industries for the commercial and residential marketplaces. We distribute our products through a network of independently owned dealers and

14

distributors, buying groups and home center retailers. We currently purchase our products predominantly from foreign manufacturers.

        Our primary source of revenue is the sale of hard flooring and wall covering materials and our primary costs relate to the acquisition, warehousing and delivery of those products. While sales are made throughout the United States, the majority of our sales are in the southeastern quadrant of the country. The primary sources of working capital are a $7.5 million (US) revolving line of credit from a division of a large US commercial bank, stockholders' equity and our suppliers who have extended us terms. Specifically, the terms we have negotiated with our international suppliers are more advantageous than those we extend to our customers. This allows us, in some instances, to collect our receivables prior to paying our suppliers. During 2003, we expect to begin trading our stock on the OTC-BB and to raise equity through the public market. Any new equity raised will be used to strengthen our balance sheet and to provide capital for continued growth.

        In 2003, we have created two new wholly owned subsidiary companies. The first is IWT Tesoro International Ltd, a Bermuda based exempt company. International will serve as the holding company for any international based ventures we need to support expanding our sales effort. The other subsidiary is IWT Tesoro Transport, Inc., a Florida corporation, and a licensed freight broker that will handle our in and out bound freight operations.

Results of Operations for the Quarter ending March 31, 2003.

        The following discussion and analysis should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this document. The table below sets forth certain operating data as a percentage of total revenue for the periods indicated.

March 31, 2003 Compared to March 31, 2002

        Sales for the quarter ended March 31, 2003 were $6,734,765 a 12% increase over sales for the quarter ended March 31, 2002. This growth follows a 33% growth from 2001 to 2002. We are a relatively small player in a growing market. We are entering new markets and adding new products; therefore, we expect to be able to grow faster than the market as a whole for the next several years. Our share of this market is approximately 1%. The tile market in the United States is approximately $2.1 billion and is growing at a five to seven percent rate.

        As we grow, we have been able to purchase product at lower prices and have consequently lowered our cost of goods to 60% in 2002 from 64% in 2001 and 68% in 2000. While there are certainly finite limits to improving our gross margin percentage, it is imperative that we maintain these ratios as we grow.

        Our earnings before interest, taxes, depreciation and amortization (EBITDA) grew from $2 million in 2001 to $2.65 million in 2002, a 31% growth rate. EBITDA is a concept used by financial managers to compare businesses that operate in different industries with different capital needs, tax circumstances and debt structure. It is not a GAAP concept and should not be used as the only measure of a

15

company's financial performance. Investors should refer to the financial statements included in this document before making any investment decisions.

        We have included a reconciliation from our net income to EBITDA:

•

The major causes of the increased EBITDA were (a) an increase of 29% in sales and (b) an increase of 4% on the gross margin.



•

EBIDTA is not a GAAP concept and should not be used as the only measure of a company's financial performance. Investors should refer to our financial statements before making any investment decisions.



•

Our earnings before interest, taxes, depreciation and amortization (EBITDA) grew from $2 million in 2001 to $2.65 million in 2002, a 31% growth rate. EBITDA is a concept used by financial managers to compare businesses that operate in different industries with different capital needs, tax circumstances and debt structure.

        In early April 2003, we moved into a new warehouse facility of nearly 147,000 square feet, an increase of nearly 50% over the previous facility. 5,000 square feet of the new facility is for office space. This new facility will allow us to increase our inventory and better serve our customers who rely upon us to meet the short lead times and limited inventory capacity that exist in their markets. We hope to improve the efficiency of our warehouse operations by simplifying the receiving and shipping functions. We currently maintain between four and five million square feet of product in our facility and expect that this will increase to between six and seven million square feet. Our inventory turns, in 2002, were approximately 3.8 times. We expect to lower those turns to about 3.2 during 2003 and to 3.0 in 2004, however we cannot assure anyone that we will be successful in attaining these expectations. Availability of product is a key success factor for us and is a good use of our capital.

        Making it easy for our customers to sell product is a key success factor for us. We have an extensive sampling and display program that augments the training and marketing support we provide our customers. Our inventory of samples in the field with our customers represents a significant investment that is capitalized as property and equipment. The net value on March 31, 2003 and December 31, 2002 was $1,903,929 and $1,793,026, respectively on our balance sheet.

        Operating expenses for the quarters ended March 31, 2003 and March 31, 2002 were $2,385,765 and $1,576,713, respectively. This increase of 51.3% was a result of investments being made in people, infrastructure and corporate organization for future growth. With the acquisition of IWT in October 2002, we began to incur certain professional and operating expenses that are not reflected in the comparable period for 2002. In addition, we began to issue common stock to non-executive employees, outside directors and suppliers under the incentive stock plan. Generally Accepted Accounting Principles require that these shares be expensed in the period they are issued at the fair market value of these shares. We expect these expenses to continue.

        The first quarter of fiscal year 2003 also saw the increase in our sales staff at IWT in anticipation of its expansion of the buying group and home center store channels. We expect these increased expenses to generate proportionate sales growth in the future.

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        Results of Operations for the year ending December 31, 2002

        The following discussion and analysis should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this document. The table below sets forth certain operating data as a percentage of total revenue for the periods indicated.

December 31, 2002 compared to December 31, 2001

        Sales for the year ended December 31, 2002 were $25,387,707 a 29% increase over sales for the year ended December 31, 2001. This growth follows a 40% growth from 1999 to 2000 and a 31% growth from 2000 to 2001. We are a relatively small player in a growing market. We are entering new markets and adding new products; therefore, we expect to be able to grow faster than the market as a whole for the next several years. Our share of this market is approximately 1%. The tile market in the United States is approximately $2.1 billion and is growing at a five to seven percent rate.

        As we grow, we have been able to purchase product at lower prices and have consequently lowered our cost of goods to 60% in 2002 from 64% in 2001 and 68% in 2000. While there are certainly finite limits to improving our gross margin percentage, it is imperative that we maintain these ratios as we grow.

        Our earnings before interest, taxes, depreciation and amortization (EBITDA) grew from $2 million in 2001 to $2.65 million in 2002, a 31% growth rate.

        In early April 2003, we moved into a new warehouse facility of nearly 147,000 square feet, an increase of nearly 50% over the previous facility. 5,000 square feet of the new facility is for office space. This new facility will allow us to increase our inventory and better serve our customers who rely upon us to meet the short lead times and limited inventory capacity that exist in their markets. We hope to improve the efficiency of our warehouse operations by simplifying the receiving and shipping functions. We currently maintain between four and five million square feet of product in our facility and expect that this will increase to between six and seven million square feet. Our inventory turns, in 2002, were approximately 3.8 times. We expect to lower those turns to about 3.2 during 2003 and to 3.0 in 2004, however we cannot assure anyone that we will be successful in attaining these expectations. Availability of product is a key success factor for us and is a good use of our capital.

        Making it easy for our customers to sell product is a key success factor for us. We have an extensive sampling and display program that augments the training and marketing support we provide our customers. As of December 31, 2002, our inventory of samples in the field with our customers represents a significant investment ($2,553,378 before accumulated depreciation) that is capitalized on our balance sheet.

Liquidity and Capital Resources

        We had cash balances of $664,358 and $574,046 at the end of March 31, 2003 and December 31, 2002, respectively. We have generated positive cash flow from operations for the last three years.

        In October 2002, we commenced a private offering of our common stock to accredited investors for up to one million units at $3.00 per unit. Each unit consists of one share of common stock and

17

warrants to purchase 1¹/2 shares initially at $3.00 per share for five years from the date the warrant was issued. The price of the warrants will increase by $.25 per share at the beginning of each calendar quarter following the first public sale of Tesoro's common stock and continuing until the warrant expires.

        Through its closing as of March 31, 2003, we raised $530,000 from units sales. We also raised an additional $45,000 from 15,000 warrants that were exercised. All of the investors were provided with, or otherwise had access to, information about the Company and its subsidiaries, including financial information. The proceeds from the offering and the warrant exercises were used for general corporate purposes, including paying fees to outside professionals and working capital.

        On November 21, 2000, our subsidiary, IWT, entered into a new loan and security agreement with a financial institution totaling $5 million as a revolving loan, for a period of three years, with an option to renew for one additional year. This was amended and restated effective November 13, 2002 and the amount of the maximum credit was increased from $5 million to $7.5 million. The interest rate on this loan is the Wachovia announced prime rate plus .75% per year. Additionally, at the lender's option, we also pay prime plus 2.75% with respect to any non-contingent obligations

•

on all outstanding obligations following termination or non-renewal of the credit facility;



•

form and after the date of an event of default occurs and for so long as such event is continuing, as determined by lender;



•

during any time the amounts available to us are made or arise without our lender's knowledge or consent.

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DESCRIPTION OF OUR BUSINESS

Background

        IWT Tesoro Corporation (Tesoro) was organized in Nevada on May 3rd, 2000 originally under the name "Ponca Acquisition Corporation" but changed its name to IWT Tesoro Corporation on September 23, 2002. It was originally organized to attempt to locate and negotiate with a business entity for the combination of that target company with it. On October 1, 2002, it acquired all of International Wholesale Tile, Inc.'s (IWT) common stock from three shareholders. IWT is a wholesale distributor of imported ceramic, porcelain and stone floor, wall and decorative tiles organized in 1994. In exchange for the IWT stock, the IWT shareholders each received 3.0 million Tesoro shares, representing 87% of Tesoro's then outstanding common stock.

        In January 2003, Tesoro organized a Bermuda company, IWT Tesoro International, Ltd. (International), that will own any international subsidiaries. Tesoro also organized IWT Tesoro Transport, Inc. (Transport). Transport is a federally licensed freight broker that manages both inbound and outbound freight for IWT. Tesoro's executive offices are located at 191 Post Road West, Westport, CT 06880 and our telephone number is (203) 221-2770 and our web site can be found at http://www.iwttesoro.com.

        Anytime we refer to "we", "our" or "us" in this Description of Business, we mean International Wholesale Tile, Inc.

Business and Growth Strategy

        We believe that we have built our reputation by supplying quality products with outstanding customer service at competitive prices. We strive to stay up-to-date with the newest styles and trends in the ceramic tile and marble industry. We also aim to introduce high quality new products to the marketplace as soon as practicable. We further believe that we have built confidence and loyalty among our customers by distributing our products only on a wholesale level and not selling direct to the consumer. Other keys to our success include

•

active merchandising programs that assist our dealer/customers to meet the consumer's demand with products presented in attractive easy to visualize environments;



•

acting as the extension of our dealer networks' stock availability by warehousing levels consistent with the dealers' delivery requirements;



•

selling only at the wholesale level; never to the consumer.

        We hope to increase our business in these channels by expanding geographic penetration and by extending the lines of product we offer and support.

        In April 2003, we moved to our new 147,000 square foot facility that will enable us to stock more inventory for future growth.

        During 2002, we created Tesoro™- The Collection, a branded collection of high quality porcelain floor and wall tiles complemented by coordinated decorative borders and listellos. We plan to expand the Tesoro^tm line of products by building our proprietary Tesoro^tm brand awareness. We further intend to further grow by acquiring or merging with existing regional distributors.

        Our short-term objectives are to:

•

Raise equity capital for our internal growth, to Augment our client base and market penetration by expanding nationally in three to five additional markets, most likely in the West, Southwest, and Midwest, by duplicating our Palm City, Florida model. Southern California is our highest priority. Expand our position as a preferred vendor for national buying groups who work directly

19

with some of the nation's largest home builders and provide purchasing contracts for independently owned, branded floor covering stores such as Carpet One and Abby Carpet, Expand further into the home center business, Increase our product lines, Increase investment in merchandise sampling and displays within our customer base.

•

Strengthen our consolidated balance sheet by reducing our debt to equity ratio. We hope to accomplish this by using new equity to fund growth and eventually reduce debt, and



•

Provide capital for expansion through compatible business combinations.

        On a short-term basis, we intend to look to acquire assets of businesses with products and services that complement our business. We also intend to establish subsidiaries based in Spain and Italy to handle our relationships with manufacturers located in those countries.

The Ceramic, Porcelain and Natural Stone Flooring and Wall Covering Market

        We operate in the floor covering industry, which has grown from $12.4 billion in sales in 1992 to $21.3 billion in 2001, but was down 1% in the first ten months of 2002. In 2000, the United States floor covering industries' primary categories were carpet and rugs (63%), ceramic tile (11%), vinyl and rubber (14%), hardwood (8%), and laminate (4%). Each of these categories has been positively impacted by:

•

U.S. population growth, requiring new and renovated housing and commercial space;



•

Increasing average house size (up approximately 30% since 1980); and



•

Growth in vacation homes.

        Compound average growth rates for units sold (measured by square yards) for each of the floor covering categories above for the period from 1996 through 2002 have exceeded the growth rate of the United States' gross domestic product over the same period. During this time, based on square footage, the compound average growth rate was 9.7% for ceramic tile.

        According to Market Studies, Inc., a recognized industry market research firm, the estimated 2002 market for ceramic tile in the United States was approximately $2.3 billion, with approximately 2.6 billion square feet sold, representing a 10.9% and 14.2% growth rate over 2001, respectively. The compound average growth rate of square footage shipments was 9.7% from 1996 through 2002 for ceramic tile.

        Imported ceramic tile makes up 76% of the United States consumption, or 1.5 billion dollars and 2.1 billion square feet, as estimated by Market Studies. 48% of imported ceramic tile comes from Italy, 18% from Spain and 8% from Brazil. The balance originates from a large number of countries including Turkey, China and Portugal. The United States' market is the fourth largest consumer of tile in the global market representing about 20% of global consumption. Our products are primarily imported and our purchases distribution among international suppliers approximates these national statistics.

        The average price of ceramic tile continued to fall during 2002, albeit at a slower pace. This price decline limited the increase in the value of shipped product from 2001 to 2002 to 10.9%. The strong demand for new and remodeled housing in the United States, coupled with the continuing shift by the consumer away from carpet and toward hard surfaces, has resulted in a forecast by Market Studies that the demand will remain robust and that prices will stabilize. Market Studies predicts that sales of imported ceramic tile will reach $2.09 billion in 2007 and further states:

        The high growth rate of ceramic tile relative to other flooring options has led to more full service distributorships, manufacturers, and retailers adding ceramic tile to their lines. With more floor space being devoted to ceramic tile at retail, efforts at product differentiation have intensified. Licensing, a

20

relatively new strategy in the ceramic tile marketplace, is heating up, including the following partnerships: Shaw Industries with Martha Stewart and Kathy Ireland; Witex with Laura Ashley, Armstrong's Liz Claiborne line in partnership with Carpet One, and Marrazzi Group with Benetton.

        Sales in the ceramic tile industry are influenced by economic and market factors including:

•

consumer confidence;



•

spending for durable goods;



•

interest rates;



•

turnover in housing, the condition of the residential and commercial construction industries; and



•

the overall strength of the economy.

        "US Ceramic Tile Market- 2002 Edition", published by Market Studies, pointed to a market growth rate of approximately 5% to 7% per year. This growth rate is higher in the Sun Belt areas, including the Southeastern part of the United States, where we currently operate.

        Glazed floor and wall tile represented 86% of the total industry dollars shipped in 2000. Unglazed mosaic and porcelain, 11% of the total, and quarry title, 3% of the total, represent the balance of the industry's 2002 dollars shipped. The ceramic title industry's two primary markets, residential applications and commercial applications, represents 67.6% and 32.0% of the industry total, respectively. Of the total residential market, 62% of the dollar shipments are for new construction.

IWT's Products

        We purchase our products on the world market. Approximately 50% of our products are imported from Italy, 35% from Spain and 5% each from Brazil, Turkey and China. Each foreign manufacturer has registered agents in the United States that work with us, as well as with other distributors. We believe that we maintain close personal contact with our suppliers, visiting the plants regularly and working with suppliers to influence design, quality and reliability. We do not purchase any raw materials, but only finished goods. Our principal suppliers and the countries in which each is located include

•

Gruppo CBS, division of Kis Ceramiche, Italy;



•

Imolagres, Italy;



•

Ceramica Gomez, Spain;



•

Ceramica Colli, Italy;



•

Ceramica Fondavalle, Italy; and



•

Ceramica Gaya, S.A., Brazil

        Our product types include ceramic tile, porcelain tile, tumbled marble, mosaic listellos and medallions, honed and filled marble, unfilled marble, resin travertine listellos, and polished medallions. Each year, new products are added to our product line. For example, we have recently added granite counter and backsplash tiles to our product mix. Items are removed when they become obsolete, which we define as having minimal sales in any consecutive 12-month period.

        We maintain a wide distribution of price points for our product. Our lowest priced products include red body ceramic tiles to mid priced solid body porcelain to higher priced natural stone tiles. Pricing strategies are also designed to provide incentives to customers for purchasing product in larger quantities. We ship product to our customers in quantities ranging from "cut order" specific to a

21

consumer's project to full pallets of a single product to full container and truckload packages. These larger quantities allow our customers to stock their own product to service cash and carry consumers.

        The market for ceramic tiles, once characterized by little or no brand recognition, is beginning to enter into branding agreements with well-known designer names such as Martha Stewart and Laura Ashley. In May 2002, we introduced our proprietary brand Tesoro^tm. Tesoro is a collection of porcelain tiles and decorative inserts, borders, and accents that will be marketed throughout the United States. We have invested in specifically designed display racks that communicate the quality and value of our new brand.

        We import our products into the Port of Miami. All our customers are approved by sales territory managers and must qualify as IWT customers. Material is shipped to the customer base via our trucks or by common carrier. We generally ship same day on orders placed before 2:00 p.m. Most delivery points are one to two day services for the southeastern United States. Local trucks deliver between Daytona Beach, Florida and Miami, Florida. Each day, common carriers pick up materials near the end of the business day to deliver to other parts of the country.

Inventory

        We are committed to maintaining inventory levels that support the sales of our dealer network. Our new 147,000 square foot warehouse contains over 6 million square feet of product, representing over 2500 SKU's (individually numbered product items). We target an inventory turn over rate of 2.5 to 3.0. This turn over rate is established to minimize out of stock situations and to attain our goal of same day shipping for qualified orders received by 2 PM.

        Industry trends toward product packages, i.e. floor and wall tile combinations and the pre-organized tile, borders, decorative listellos, bull nose and end caps, increases the number of parts we must carry in stock to ensure that our customer can meet the demand of their consumer.

Freight and Transportation Costs

        We base our distribution costs on a number of factors including, among others,

•

factory cost,



•

freight (international and domestic), and



•

duties, tariffs, taxes and other regulatory costs.

        Because ocean freight charges differ from country to country, our selling price is based on factors specific to each international manufacturer. We pay all our international manufacturers in U.S. dollars. The strength of U.S. dollar relative to a specific country's currency will have an impact on the price we pay for product. There is now a new security port charge of $150.00 per shipment that we must pay. Additionally, we also take into account that title to our products transfers at the port of the originating country. We generally ship between ten and twenty containers at any one time. We currently estimate that our maximum exposure for loss would be approximately $150,000. Based on maritime loss history, cost of ocean marine insurance and our ultimate ability to subrogate against the freight carrier, we self-insure in the event of loss after title is taken.

        However, we often place special orders on behalf of our customers. If any shipments were lost or damaged, our clients would not be able to receive their product in a timely fashion, which, in turn, could adversely affect our relationship with those customers. To date, we have only incurred minimal losses with respect to products that have been lost after it acquired title. Likewise, the outbound transportation costs differ depending on how far our products are to be shipped.

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        Because of the increase in gasoline and fuel prices and other surcharges, our shipping costs have increased. However, we have not yet passed any surcharges to all customers. As such, our gross margins may be lower because we are currently absorbing these increased costs.

        As a result of these increased shipping costs, Tesoro recently organized IWT Tesoro Transportation, Inc., a federally licensed freight carrier. By working with this affiliate company to supply a portion of our shipping needs, we hope to decrease these costs.

IWT's Customer Base and Distribution Channels

        We distribute our products through three separate distribution channels.

•

The retail floor-covering dealer market is our largest channel. This channel currently accounts for about 80% of the sales revenue. These customers, who sell direct to the public, can be either "cut to order" or "stocking" dealers/regional distributors. We currently serve approximately 2,000 customers in this channel through our sales personnel. In addition, we have sub-distributors that handle specific market territories for limited numbers of our Tesoro product packages.



•

The home center "buy-it-yourself/do-it-yourself" store market makes up our second distribution channel. These customers typically operate under blanket purchase orders. The home center market offers us the opportunity to ship truck and container load volumes to central distribution hubs for final distribution by the customer. There are two basic programs for home center stores. The first is a special order program. Consumers place orders from sample boards provided by us to the store. The store representatives forward these orders to us and we ship the product either directly to the consumer or to the store for pick-up by the consumer. The second program is a stocking program, which provides for a home center store to maintain specific product inventories for their cash and carry trade. The home center store channel currently accounts for about 10% of our revenue.



•

Our third channel, accounting for the remaining 10% of our revenues, is made up of national buying groups. These groups support independently owned, branded floor covering outlets with coordinated buying agreements that require us to market directly to each individual retail outlet. This channel also includes large builders who staff and maintain captive design centers specifically for their own customers.

        We maintain separate and coordinated sales forces for each of the channels of distribution. We also sell different product series to each channel to avoid market saturation or channel conflict. Currently, we do not depend on any single customer for more than 2% of our sales.

Merchandising

        We believe that a strong and focused merchandising program is a key component to our success. A mainstay of this program is our branding of our Tesoro^tm collection of coordinated and high end products. We have created a series of product display units that assist our dealers with the communication of product combinations to their consumer. We are continually updating these displays with new products. We have a fifteen-year warranty program for Tesoro^tm products that we believe elevate the quality position of our products.

Credit and Collection Procedures

        We maintain strict criteria for credit approval:

•

Potential customers must complete our credit application;



•

Credit must be approved by our credit department; and

23

•

We may require a personal guaranty.

        Once approved, typically our customers receive 30-day terms.

        Additionally, to be an IWT customer, a business must, at the least:

•

Have a store front,



•

Sell retail, and



•

Have a forklift.

        When sales orders are entered, our computer system notes if a customer is on credit hold. If so, those orders are given to our credit department to determine whether the products can be shipped. Customers are generally given a 15 day grace period and orders are held and not shipped once an invoice is 60 days or older.

Marketing, Promotion and Sales

        Our public relations and marketing activities focus on creating demand for our products. We have an in-house advertising and marketing staff that develops and coordinates our sales materials. We use trade magazines articles, specifically designed mailer programs and trade shows as our primary communication devices.

        Our commission based sales force work with dealers to place the products in show rooms, educate the dealers regarding the quality and variety of product available to them and work with our internal customer service staff to facilitate delivery. We employ a seventeen-person full time sales force most of whom have been with us for five years after spending many years in various facets of the tile business.

Competition

        We compete in the flooring industry with both large national companies that supply both soft and hard materials and with smaller regional distributors that focus specifically on ceramic, porcelain and stone. Vertically integrated companies such as Shaw Industries and Mohawk, while maintaining their dominant positions in the carpet market, are moving aggressively into the hard flooring sector. Dal-tile, a subsidiary of Mohawk, manufactures, wholesales and retails tile on a national basis.

        Regional competitors such as Master Tile, Florida Tile and Arizona Tile act as both wholesalers and retailers. In their markets, each supplies smaller dealers and distributors and also operates branded retail outlets. We currently only distribute on a regional basis at a wholesale level.

        We believe that our competitive strengths include:

•

Focusing solely on the wholesale segment of the distribution process. We do not own or operate direct to consumer locations. We work exclusively through dealers and stocking distributors who service the buying public. As a result, we do not compete with our customers. Our customers can buy from us specific materials to meet a consumer's need, i.e. "cut orders" or can stock limited amounts of product for cash and carry business by purchasing larger quantities.



•

Getting involved in designing products. We actively participate in designing and selecting new color, texture and formats for emerging style tends. Our field sales force is constantly working with our customers to identify trends in the market. Feedback from these sources is continuously shared with the manufacturers. Manufacturer's representatives frequently meet with us and our management travels to the manufacturing sites to communicate the markets needs.



•

Building our Tesoro^tm Brand Equity. We are branding all our designs and many of our products with our Tesoro Brand. We incorporate products from different manufacturers and different countries into programs that leverage the best of each source to create Tesoro collections.

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Unlike most other tile and ceramic products, Tesoro products include a 15-year warranty against wear.

•

Providing superior merchandising and customer support programs. We maintain an active sampling program to ensure that customers have the latest materials in their showrooms. Our field sales force continually updates, refreshes and replaces sales materials. We distribute literature to consumers referencing our dealer network participants. Our field personnel work with the customer and train them on the appropriate use and care of the product. Our goal is to make the dealers' job as easy as possible.



•

Implementing our Distribution Philosophy. We see ourselves as an extension of the dealer warehouse. We aim to be responsive to our customers' needs by shipping most orders the same day they are received. We also carry stock to back-up our customers in the cash and carry market.

        By maintaining these competitive strengths, we believe that we can profitably challenge our competitors for a greater share of our targeted market.

Government Regulations

        The Federal trade commission regulates IWT's wholesale operations. The Federal Motor Carriers Administration regulates Transport's freight brokerage. International is an exempt company subject to Bermudian commercial law. We do not expect to import product into Bermuda and will therefore maintain our exempt status. Both federal and state authorities regulate the distribution and sale of imported products. We have obtained all required federal and state permits, licenses and bonds to operate our businesses. We make no assurances that our operations and profitability will not be subject to more restrictive regulations, oversight or increased taxation by foreign, federal, state or local agencies.

Acquisitions and other Interests

        Tesoro intends to expand its operating activities globally. We have had preliminary discussions with manufacturers, product aggregators and agencies in Spain, Italy and Brazil. We expect to take an interest position in several operations during 2003. In the United States, we hope to expand our geographical position by acquiring the assets of similar, but smaller, distributors and are in preliminary discussions with a distributor on the west coast. We cannot assure anyone, however, that any of these discussions will result in the intended acquisitions or that any acquisitions, if made, will generate the planned revenue or profits.

Intellectual Property

        We incorporate our proprietary brand Tesoro^tm, in connection with a collection of porcelain tiles and decorative inserts, borders, and accents. We are in the process of applying for federal trademark protection for our trademark, but unless and until our registration is granted, we must rely on common law to protect our brand. We make no assurances that this protection will be meaningful. We are not aware of any claims of infringement against us and we have not been involved in any related court proceedings.

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Employees

        IWT currently employs 70 non-union warehouse and administrative staff and 15 inside salespeople. IWT believes that its relationships with its employees are good. Tesoro currently has two employees. Neither Transport nor International currently has any employees.

DESCRIPTION OF OUR PROPERTY

        Tesoro currently subleases office space in Westport, Connecticut. We pay a monthly base services fee of $2,400.00 and our lease expires September 30, 2003. Tesoro anticipates that it will be obtaining more permanent space in the near future.

        IWT currently leases approximately 147,000 square feet, in Palm City, Florida, of which 5,000 square feet is for office space and the remaining 142,000 square feet is for warehouse space. The term of the lease is for 10 years as follows:

LEGAL PROCEEDINGS.

        We are not a party to any material pending legal proceedings and, to the best of our knowledge; no such action by or against us is contemplated, threatened or expected.

TRANSFER AGENT

        Out transfer agent is Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill Road, Tamarac, Florida 33321.

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MANAGEMENT

Directors and Executive Officers

        The following table includes the names, positions with Tesoro and ages of our Executive Officers and Directors.

        Henry J. Boucher, Jr.    Henry has served as our President and a Director since December 29, 2001 and as our Chairman and Chief Executive Officer since November 2002. He is also a Director of International and President and a Director of Transport. Henry is the President and a Director of Borough Corporation, an inactive company. He received his M.S. in economics from South Dakota State University in 1972. From 1992 to June 1999, Henry was a Vice President of Mercer Management Consulting, a subsidiary of Marsh McLennan, an insurance brokerage firm. Prior to joining Mercer, he was a partner with the accounting firm of Coopers and Lybrand (now PriceWaterhouse Coopers). From June 1999 to July 2000, Henry was a partner with Arthur Andersen. He joined Business Edge Solutions, a technology consulting firm serving the financial services industry with e-commerce packaged solutions, where he was a Vice President until December 2000. Since January 2001, Henry has been a principal of Mentus Consulting LLC, consulting firm providing process improvement support services to a wide range of companies and industries.

        Forrest Jordan.    Forrest has served as a Senior Vice President of Tesoro since November 2002, a Director since October 1, 2002, and as our Chief Financial Officer since March 28, 2003. Forrest has served as a Vice President, Secretary and Treasurer of IWT since April of 1994. He also serves as IWT's sales manager. Forrest is also a Director of IWT, of International and of Transport. He received his M.B.A. from Anna Maria College in Paxton, MA.

        Paul F. Boucher.    Paul has served as a Senior Vice President of Tesoro since November 2002 and as one of our Directors since October 1, 2002. Paul has been the President of IWT since April 1994 and in particular, focuses on IWT's operations. He is also a Director of IWT and International.

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        Grey Perna.    Grey has served as a Senior Vice President of Tesoro since November 2002 and as one of our Directors since October 1, 2002. He has served as a Vice President of IWT since January 1997. He also serves as IWT's marketing manager. He is also the President and a Director of International.

        James R. Edwards.    Jim has served as one of our Secretaries since November 2002 and as a Tesoro Director since April 20, 2002. He has been the Vice President, General Counsel and Secretary of Wireless Knowledge, Inc., a telecommunications company since March 2002. From April 2000 to March 2002, Jim served as the Vice President, General Counsel and Secretary and Vice President of Finance & Administrative for Vapotronics, Inc., a medical device company. From March 1987 to April 2000, he was the Vice President, General Counsel and Secretary of General Atomics, a high-technology research and development company.

        Carl G. Anderson, Jr.    Carl has served as a Director of Tesoro since October 28, 2002. He is Vice Chairman of the Board and General Manager of Arrow International Inc., a $300 million critical care medical device business located in Reading, Pennsylvania since 2002. Between May 1997 and 2002, Carl was the President and Chief Executive Officer of ABC School Supply, a $50 million supplier of materials and equipment for public and private schools. Prior to joining ABC School Supply, he served as Vice President and General Manager of the Retail Consumer Products Division of James River Corporation since August 1994. He also served as Vice President of Marketing for James River Corporation from May 1992 to August 1994. He was a marketing executive at Procter & Gamble from 1972 to 1984 and Vice President and General Manager at Nestle Foods Corporation in Purchase, New York from 1984 to 1992. Carl also served as a Director of the J.B. Williams Company, Inc., a manufacturer of consumer products, until the company was sold in October 2002, and as a Director of ABC School Supply until the company was sold in August 2002. He also serves as a trustee of Lafayette College. Carl graduated from Lehigh University Graduate School of Business Administration in 1972 and Lafayette College in 1967.

        James Lafond.    Jim has served as a Director of Tesoro since October 24, 2002. Through September 30, 2002, he served as PricewaterhouseCooper's Area Managing Partner for the Greater Washington Area, which encompasses client service offices in Washington, D.C., Maryland and Virginia. In this role, Jim had oversight responsibility for all of the Firm's lines of service, marketing and operations in metropolitan Washington, D.C. Over the course of his career, Jim has led PWC's National Business Development and Industry Specialization functions, served as U.S. leader of the Marketing and Sales functions, and as Director of National Emerging Business Services, providing financial and tax advice to entrepreneurs and growing companies. Jim was admitted as a General Practice Partner in 1974 in Massachusetts, moved to New York in 1984, Florida in 1992 and to the Greater Washington area in late 1994.

        Robert B. Rogers.    Bob has served as a Director of Tesoro since January 2003, Since March 1999, he has served as the Chairman Emeritus of the Ewing Marion Kauffman Foundation. Bob became president of the Foundation in April 1990 and in September 1993 was named chairman of the Board of its Directors. He remained as president of the Foundation until July 1997, when he assumed chairman duties full time. Between 1967 and 1971, Bob served in a variety of middle management positions for Trans World Airlines (TWA) in New York and in Kansas City. After leaving TWA, he joined the Kansas City financial services firm of Waddell and Reed, where he was corporate controller until 1974. From there, Bob became chief financial officer of Gateway Sporting Goods until he joined Marion Laboratories in 1975 as corporate controller. A wide range of positions, including vice president of information systems and controls, vice president of financial controls, vice president of community affairs and finally president of the Marion Foundation, marked Roger's tenure at Marion. Bob is also a Certified Public Accountant.

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        Allen G. Rosenberg.    Allen has served as a Director of Tesoro since November 7, 2002. He co-founded Marke Communications Inc. in 1979. Marke Communications is a direct response agency specializing in marketing and graphic arts productions.

        Paul and Henry Boucher are brothers.

        A majority of the members of Tesoro's Board of Directors are independent.

        Directors are elected at our annual meeting of stockholders and serve for one year or until their successors are elected. Our bylaws permit the Board of Directors to fill any vacancy and such Director may serve until our next Annual Meeting of Stockholders or until his successor is elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contracts, at the discretion of the Board. The officers of the Company devote full time to our business.

Board of Directors Committees

        On November 22, 2002 our Board of Directors formed an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. On January 23, 2003, upon the recommendation of each of the committees, our Board adopted charters for each of these committees.

        Audit Committee

        The members of our Audit Committee include Jim Lafond, Chairman, Carl Anderson and Bob Rogers. Each member possesses the required level of financial literacy and at least one member, Jim Lafond, meets the current standards of the "audit committee financial expert" required by applicable rules and regulations. No member of the Audit Committee has any relationship to Tesoro or to any of its subsidiaries or affiliates that may interfere with the exercise of their independence from management and Tesoro.

        Our Audit Committee

•

reviews the planned scope and results of audits,



•

considers any recommendations the auditors may make with respect to Tesoro's internal controls and procedures,



•

oversees any responses made to such recommendations, and



•

reviews certain reports, including our quarterly and annual reports that are filed with the SEC.

        Our auditors report directly to the Audit Committee.

        Our Audit Committee meets with management and our auditors to receive information concerning, among other things, significant deficiencies in the design or operation of internal controls. This information is received and reviewed prior to the filing of the required officers' certification with our quarterly and annual reports filed with the SEC.

        The Audit Committee's formal written charter specifies:

•

Its membership requirements;



•

Its rules and procedures;



•

Its authority and responsibilities;



•

The outside auditor's accountability to the Board and Audit Committee, and



•

Its responsibility to oversee the independence of the outside auditor.

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        Compensation Committee

        The members of the Compensation Committee include Jim Edwards, Chairman and Allen Rosenberg. Each of the members of this Committee meets the appropriate tests for independence and no member has any relationship to Tesoro or any of its subsidiaries or affiliates that may interfere with the exercise of their independence from management and Tesoro.

        The purpose of this Committee is to discharge the Board's responsibilities relating to

•

our Executive Officers' compensation;



•

our equity-based compensation plans, including, without limitation, stock option and restricted stock plans, in which officers or employees may participate, and



•

arrangements with executive officers relating to their employment relationships with Tesoro, including employment agreements, severance agreements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants.

        This Committee has overall responsibility for approving and evaluating our executive officer compensation plans, policies and programs. It is also responsible for producing an annual report on executive compensation to be included in our proxy statement and assisting in preparing certain information to be included in other periodic reports filed with the SEC.

        The Compensation Committee's formal written charter specifies its

•

Membership requirements;



•

Rules and procedures; and



•

Authority and responsibilities.

        Nominating and Governance Committee

        The members of our Nominating and Governance Committee are Carl Anderson, Chairman, and Jim Edwards. Each member meets the appropriate tests for independence. No member of this Committee has any relationship to Tesoro or any of its subsidiaries or affiliates that may interfere with the exercise of their independence from management and Tesoro.

        The Nominating and Governance Committee is responsible for selecting those individuals who stand for election to our Board of Directors and to consider all reasonable comments from Stockholders regarding proposed nominees for Directors, as well as nominations for Board members recommended by Stockholders.

        The Committee also oversees the evaluation of the Board and management and develops and recommends to the Board a set of Corporate Governance guidelines. In addition, the Compensation Committee oversees, reviews and approves all of Tesoro's ERISA and other employee benefit plans.

        Like the Compensation Committee, the Nominating and Governance's formal written charter specifies its:

•

Membership requirements;



•

Rules and procedures; and



•

Authority and responsibilities.

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EXECUTIVE COMPENSATION

        The information described in our discussion concerning "Executive Officers" includes Henry Boucher, Paul Boucher, Forrest Jordan and Grey Perna. Prior to November 2002, no individual held the title of Chief Executive Officer, however Henry Boucher has acted in that capacity since December 2001.

Summary Compensation Table

(1)

Henry signed a Salary Deferral Agreement with Tesoro, which was terminated by our Board, with Henry abstaining from the vote

(2)

These represent incentive stock options were granted as of November 23, 2002 pursuant to our Stock Incentive Plan. The options are for ten years and have an exercise price is $3.00 per share. The options vest as follows: (a) 33% at such time as our Common Stock begins trading on the OTCBB (or equivalent), (b) 33% at such time as Tesoro attains no less than a $50.0 million market cap for ten consecutive trading days, and (c) 34% when Tesoro achieves its 2003 revenue and profit targets, as approved by Tesoro's Board of Directors. To date, none of these options have vested.

(3)

Of the annual salary, $63,250 represents salary for the last quarter of 2002 following our acquisition of IWT effective October 1, 2002.

(4)

Includes an automobile allowance of $10,500 (of which $4,500 was paid in last quarter of 2002 following the IWT acquisition), $2,055 for automobile fringe benefits (paid prior to the IWT acquisition), $2,885 for additional health benefits (paid prior to the IWT acquisition), and payment of $42,213 for an Executive Life Insurance policy with his spouse as beneficiary (of which $6,329 was paid following the IWT acquisition).

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(5)

Includes automobile fringe benefit of $2,137, health fringe benefits of $6,185 and payment of $14,768 for an Executive Life Insurance policy with his spouse as beneficiary.

(6)

Includes automobile fringe benefit of $1,675 and health fringe benefits of $5,092.

(7)

Includes an automobile allowance of $6,785 (of which $4,500 was paid in last quarter of 2002 following the IWT acquisition) and payment of $42,215 for an Executive Life Insurance policy with his spouse as beneficiary (of which $8,402 was paid following the IWT acquisition).

(8)

Includes automobile fringe benefit of $265 and payment of $19,606 for an Executive Life Insurance policy with his spouse as beneficiary.

(9)

Includes automobile fringe benefit of $2,308.

(10)

Includes an automobile allowance of $7,739 (of which $4,500 was paid in last quarter of 2002 following the IWT acquisition), $1,936 for additional health benefits and payment of $42,208 of an Executive Life Insurance policy with his spouse as beneficiary (of which $7,514 was paid following the IWT acquisition).

(11)

Includes automobile fringe benefit of $1,113, health fringe benefits of $4,042 and payment of $17,533 for an Executive Life Insurance policy with his spouse as beneficiary.

Our 2001 Tesoro Stock Incentive Plan.

        On December 27, 2001, our then sole Director recommended approving the 2001 Tesoro Stock Incentive Plan (the "Plan") to our then sole stockholder, who, on December 27, 2001, approved the Plan. Below is a summary of the Plan:

        We believe that our Plan satisfies our objective of enhancing our profitability and value for the benefit of our stockholders by enabling us to offer our eligible employees, consultants and our affiliates, stock-based incentives. We believe that this will help to create a means to raise the level of stock ownership by these individuals in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and our stockholders.

        Under the Plan, we may grant "non-qualified" and incentive stock options to purchase, and restricted stock (Awards). The aggregate maximum number of shares for which Awards may be issued under the Plan will be 4 million shares of our common stock. The Plan does provide for equitable adjustment of the number of shares and the number of shares of each subsequent Award and of the unexercised portion of the stock option award described below in the event of a change in our capitalization due to a stock split, stock dividend recapitalization, merger, or similar event. Other than with regard to incentive stock options, the number of shares that may be delivered under the Plan will be determined after giving effect to the use by a participant of the right, if granted, to cause Tesoro to withhold from the shares of common stock otherwise deliverable to a recipient upon exercising an Award in payment of all or a portion of his or her withholding obligation arising from such exercise.

        Our Compensation Committee currently controls and manages the Plan's operation and administration. The Committee has discretion to

•

determine the types, terms and conditions of all Awards, including exercise price or purchase price (if any), performance goals, and other earn-out and/or vesting contingencies and acceleration provisions,



•

adopt, alter or repeal administrative rules, guidelines and practices (including special guidelines for non-U.S. employees),



•

delegate administrative responsibilities,



•

construe and interpret the Plan's terms and any agreements evidencing Awards granted.

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        The Committee, in its sole discretion, may grant stock options and restricted stock to our employees and consultants, our subsidiary corporations, or parent corporation. Participants will be selected on the basis of demonstrated ability to contribute substantially to us. Our Board has authority to grant stock options to Non-Employee Directors according to the Plan. All awards are subject to the terms of a written agreement between the participant and us.

        The awards granted under the Plan may be either incentive stock options or non-qualified stock options or restricted stock awards. The maximum number of shares subject to any award of stock options or shares of Restricted Stock is 100,000.

        The vesting schedule for any option granted under the Plan will be determined by the Committee and will be set forth in a specific option agreement. To the extent not exercised, installments will accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the option expires. The Committee has the right to accelerate the exercisability of any option.

Incentive Stock Options

        Stock options qualify as "incentive stock options" (ISOs) if they meet the requirements of Section 422 of the Internal Revenue Code (Code). ISOs may only be granted to our employees and our affiliates and any person holding our capital stock or any affiliate possessing more than 10% of the total combined voting power of all classes of our capital stock. Affiliates will not be eligible to receive ISOs unless the exercise price per share is at least 110% of the fair market value of the stock on the date the option is granted. Each ISO granted pursuant to the Plan is exercisable, during the optionee's lifetime, only by the optionee or the optionee's guardian or legal representative.

Non-Qualified Stock Options

        Non-qualified stock options may be granted to employees or to Directors who are not our officers nor employees, as well as to consultants and other persons who provide services to our affiliates and us. Stock options are non-qualified stock options if they do not meet the requirements for ISOs.

Restricted Stock

        The Committee may grant shares of restricted stock, which is an award of shares of common stock that is subject to the attainment of pre-established performance goals and other conditions, restrictions and contingencies as the Committee determines. Awards of restricted stock may be granted solely to participants who are our employees or consultants, or of any of its subsidiaries or parent corporation. Unless otherwise determined by the Committee at the time of the grant, each award of restricted Stock will provide that if the participant engages in detrimental activities (as defined in the Plan) prior to, or during the one year period after, any vesting of restricted Stock, the Committee may direct (at any time within two years thereafter) that all unvested Restricted Stock be immediately forfeited to us and that the participant will pay us an amount equal to the fair market value at the time of vesting of any restricted stock that has vested in the period referred to above. (This does not apply upon a Change of Control). The Committee will fix the purchase price of the Restricted Stock.

        Awards of restricted stock must be accepted within 90 days (or such shorter period as the Committee may specify at grant) after the award date by executing a Restricted Stock Award agreement and paying whatever price (if any) the Committee designates. Additionally, recipients of restricted stock are required to enter into a restricted stock agreement, which states the restrictions to which the shares are subject and the criteria or date or dates on which such restrictions will lapse. Within these limits, based on service, attainment of objective performance goals, and such other factors as the Committee may determine in its sole discretion, the Committee may provide for the lapse of such restrictions or may accelerate or waive such restrictions at any time. A participant who receives an

33

Award of restricted stock shall not have any rights with respect to such award of restricted stock, unless and until such participant has delivered a fully executed copy of a restricted stock award agreement and has otherwise complied with the applicable terms and conditions of such award.

        Awards of restricted stock may be intended to satisfy Section 162(m) of the Code. Under the Plan, an award of restricted stock may be conditioned upon or subject to the attainment of performance goals. These performance goals will be based on one or more of the objective criteria with regard to us (or any subsidiary corporation, parent corporation, division, or other operational unit of ours) as described in the Plan.

        All options will lapse on the expiration of the option terms specified by the Committee in a certificate evidencing such option, but in no event will non-qualified or incentive stock options be exercisable after the expiration of 10 years from the date such option is granted (five years for participants who own more than 10% of the total combined voting power of all classes of the stock of ours, our corporations or our parent corporation).

        The exercise price per share of Common Stock subject to an Incentive Stock Option or a Stock Option intended to be "performance-based" for purposes of Section 162(m) of the Code shall be determined by the Committee at the time of grant but shall not be less than 100% of the fair market value of the shares of Common Stock at the time of grant. However, if an Incentive Stock Option is granted to a 10% Stockholder, the exercise price shall be no less than 110% of the fair market value of the Common Stock. The Committee will determine the exercise price per share of Common Stock subject to a non-qualified stock option.

        To the extent that the aggregate fair market value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an employee during any calendar year under this Plan and/or any other stock option plan of ours or any of our subsidiaries or parent corporation exceeds $100,000, such options shall be treated as non-qualified stock options. In addition, if an employee does not remain employed by us or any of our subsidiaries or parent corporation at all times from the time an ISO is granted until three months prior to the date of exercise (or such other period as required by applicable law), such option shall be treated as a non-qualified stock option. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend this Plan accordingly, without the necessity of obtaining the approval of our stockholders.

        Payment of the purchase price is by (i) cash, (ii) check, or (iii) such other consideration as the Plan Administrators, in their sole discretion, determine and is consistent with the Plan's purpose and applicable law, or (iv) any combination of the foregoing.

        Upon the award of Restricted Stock, the recipient has all rights of a stockholder with respect to the shares, including, without limitation, the right to receive dividends, the right to vote those shares and, subject to and conditioned upon the full vesting of the shares of restricted stock, the right to tender those shares.

        Optionees do not have stockholder rights (e.g., right to vote and receive dividends) until they exercise their option and receive shares of Common Stock.

        Each stock option expires and is no longer exercisable on the dates that the Plan administrators determine at the time when the options are granted. Stock options can also be terminated under certain circumstances following a "Change of Control."

        According to our Plan, a "Change of Control" occurs if we

•

are dissolved or liquidated,

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•

are reorganized, merged or consolidated with one or more corporations where we are not the surviving entity, or



•

transfer substantially all of our property or more than 80% of our then outstanding shares to another corporation not controlled by our stockholders.

        Upon a Change of Control, the Plan and any outstanding options will terminate unless we provide for the Plan to be assumed and continued with our options either assumed or replaced with substitute options covering the shares of a successor corporation. If no provision is made for Plan continuation, we will give all option holders advance written notice of the Change of Control, all options will become fully exercisable and the option holders will then have 30 days to exercise their options.

        If our corporate structure changes or if our shares change (i.e. if we recapitalize, our stock splits, we consolidate, we undertake a rights offering, or we issue a stock dividend), the Plan administrators will make appropriate adjustments to the number or class of shares which may be distributed under the Plan and the option price or other price of shares subject to the outstanding awards under the Plan in order to maintain the purpose of the original grant.

        The following discussion of the federal income tax consequences of granting and exercise of stock options and restricted stock awards under the Plan and the sale of common stock acquired as a result of any exercises of options is based on an analysis of the Code, existing laws, judicial decisions, and administrative rulings and regulations, all of which are subject to change. In addition to being subject to the federal income tax consequences described below, a participant may also be subject to state, local, estate and gift tax consequences, none of which is described below. This discussion is limited to the U.S. federal income tax consequences to individuals, who are citizens or residents of the United States, other than those individuals who are taxed on a residence basis in a foreign country.

Incentive Stock Options.

        Neither the grant nor (provided the holding periods described below are satisfied) the exercise of an incentive stock option will result in taxable income to a participant or a tax deduction for us. However, for purposes of the alternative minimum tax, the excess of the fair market value of the shares acquired upon exercise of an incentive stock option (determined at the time the option is exercised) and the exercise price for such shares will be considered part of the participant's income.

        If the applicable holding periods described below are satisfied, the sale of shares of common stock purchased upon the exercise of an incentive stock option will result in capital gain or loss to the participant and will not result in a tax deduction to us. To receive the foregoing incentive stock option tax treatment as to the shares acquired upon exercise of an incentive stock option, a participant must hold such shares for at least two years following the date the incentive stock option is granted and for one year following the date of the exercise of the incentive stock option. In addition, a participant generally must be an employee of ours (or a subsidiary corporation or parent corporation of ours) at all times between the date of grant and the date three months before exercise of the option.

        If the holding period rules are not satisfied, the portion of any gain recognized on the disposition of the shares acquired upon the exercise of an incentive stock option that is equal to the lesser of the fair market value of the shares on the date of exercise minus the exercise price, or the amount realized on the disposition minus the exercise price, will be treated as ordinary compensation income in the taxable year of the disposition of the shares, with any remaining gain being treated as capital gain. If the holding periods are not satisfied, we will generally be entitled to a tax deduction equal to the amount of such ordinary income included in the participant's taxable income, subject to Section 162(m) of the Code.

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Non-Qualified Stock Options.

        A participant will recognize no taxable income at the time a non-qualified stock option is granted to a recipient.

        A participant will recognize ordinary compensation income at the time a non-qualified stock option is exercised, and the amount of such income will be equal to the excess of the fair market value on the exercise date of the shares purchased by the optionee over the exercise price for such shares. Other than with regard to Non-Employee Directors, this ordinary compensation income will also constitute wages subject to income tax withholding under the Code and we will require the participant to make suitable arrangements to ensure that the participant remits to us an amount sufficient to satisfy all tax withholding requirements.

        We will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount as the amount includable in the participant's ordinary income in connection with his or her exercise of a non-qualified stock option, subject to Section 162(m) described herein.

        Upon a participant's subsequent sale or other disposition of shares purchased on exercise of a non-qualified stock option, the participant will recognize capital gain or loss (which may be short-term or long-term depending upon the participant's holding period) on the difference between the amount realized on such sale or other disposition and the participant's tax basis in the shares sold. The tax basis of the shares acquired upon the exercise of the option will be equal to the sum of the exercise price for such shares and the amount includable in the participant's income with respect to such exercise and acquisition of the shares.

All Stock Options.

        The following considerations may also apply to grants of non-qualified stock options and/or incentive stock options:

•

Any of our officers and directors subject to Section 16(b) of the Exchange Act may be subject to special tax rules regarding the income tax consequences concerning their stock options,



•

Any entitlement to a tax deduction on the part of us is subject to the applicable tax rules (including, without limitation, Section 162(m) of the Code regarding a $1,000,000 limitation on deductible compensation), and



•

In the event that the exercisability or vesting of any stock option is accelerated because of a change in control, payments relating to the stock option (or a portion thereof), either alone or together with certain other payments, may constitute parachute payments under Section 280G of the Code, which excess amounts may be subject to excise taxes.

        In general, Section 162(m) of the Code does not allow a publicly held corporation, for federal income tax purposes, to deduct compensation in excess of $1 million per year per person to its chief executive officer and the four other officers whose compensation is disclosed in its proxy statement, subject to specific exceptions. Our Plan does not currently qualify for the exceptions and is therefore subject to the limitations of Section 162(m).

        Options may not be sold, assigned, transferred, pledged or encumbered, except by will or by the laws of descent and distribution. The optionee may only exercise an option during his or her lifetime or his or her estate, for a period of time after the optionee's death.

        Generally, our Board of Directors or the Committee have the power to amend, terminate or suspend all or any portion of the Plan without stockholder approval. However, no amendment may impair an existing award or alter the rights of a recipient of options already granted under the Plan without the recipient's consent. Additionally, the Board of Directors may not, without further approval

36

of our stockholders and according to Nevada law, solely to the extent required by the applicable provisions of Rule 16b-3, Section 162(m) or 422 of the Code, or the rules of any applicable exchange:

•

Increase the aggregate number of shares of Common Stock that may be issued under this Plan,



•

Increase the maximum individual Participant limitations for a fiscal year,



•

Change the classification of employees, Consultants or Non-Employee Directors eligible to receive Awards under this Plan,



•

Decrease the minimum option price of any Stock Option,



•

Extend the maximum Stock Option period,



•

Materially alter the Performance Criteria for the Award of Restricted Stock, or



•

Make any other amendment that would require stockholder approval under the rules of any exchange or system on which our securities are listed or traded.

        Unless previously terminated by the Board of Directors, the Plan shall terminate on the earlier of December 31, 2012 or ten years after the date the Plan is effective. Through December 31, 2002, 440,000 options were granted and 124,500 restricted shares were issued under the Plan.

Stock Option Grants in Last Fiscal Year

        During the fiscal year ended December 31, 2002, 440,000 options were granted to Tesoro's Executive Officers and Directors pursuant to the Plan. As part of these grants, Henry Boucher, Jr., Paul Boucher, Forrest Jordan and Grey Perna each received 100,000 options on November 23, 2002. These options are exercisable for ten years from the grant date and their exercise price is $3.00 per share. The options vest as follows: (a) 33% at such time as our shares commence trading on the OTCBB (or equivalent), (b) 33% at such time as Tesoro attains no less than a $50 million market cap for ten consecutive trading days, and (c) 34% when Tesoro achieves its 2003 revenue and profit targets, as approved by Tesoro's Board of Directors. As of March 31, 2003, none of these options have vested.

        We also granted options to purchase 10,000 shares to Jim Edwards, Jim Lafond, Carl Anderson, Jr. and Allen Rosenberg. The exercise price of these options is $3.00 per share through November 22, 2012, 50% of which vested immediately and 50% of which will vest on November 23, 2003.

Option Exercises and Year End Values

        No options were exercised during fiscal year ended December 31, 2002 by the persons named in the "Summary Compensation Table" above.

Directors' Compensation

        Under the Plan, the Board of Directors has the authority to grant to Non-Employee Directors, subject to the terms of the Plan, options to purchase

•

options to purchase up to a maximum of 150,000 shares of Common Stock as of the date the non-employee Director begins service as a non-employee Director and



•

options to purchase up to a maximum of 75,000 shares of Common Stock in any calendar year, provided the non-employee Director has not ceased to be a Director or if he ceased to be a Director he has not become an employee or consultant of Tesoro or its affiliates.

        The per share exercise price will be determined by the Board of Directors but will not be less than 100% of the fair market value of the share of Common Stock at the time of grant and may be subject to stockholder approval. The term of each option granted to a Director pursuant to the Plan shall be

37

10 years, and such option shall be 50% vested and exercisable on the date such option is granted, and 50% vested and exercisable on the first anniversary of the grant date.

        On November 22, 2002, our Board approved the compensation of the outside Directors as follows:

•

Issuing 10,000 shares upon accepting the Board appointment;



•

A stipend of $500 per Director per meeting attended;



•

A stipend of $500 per Director per committee meeting attended (with the exception of the Chair of the Audit Committee, who will receive a stipend of $1,000 per meeting);



•

Reimbursement of out of pocket expenses incurred by each Director in order to attend a meeting (spouse costs included for annual stockholder/ Board meeting only); and



•

10,000 options to acquire shares of common stock at the fair market value per each full calendar year of service.

Employment and Consulting Agreements

        Henry J. Boucher, Jr.    On December 29, 2001, Tesoro entered into an employment agreement with Henry to serve as Tesoro's President. In consideration for his services, and under the terms of his employment agreement, Henry receives an annual salary of $120,000. He had signed a Salary Deferral Agreement that was later terminated by Tesoro's Board, with Henry abstaining. All his deferred salary was paid to Henry Boucher in December 2002. He also receives a monthly car allowance of $1,500. Henry Boucher's employment may be terminated for cause at any time and within 30 days without cause. He is subject to non-disclosure and non-compete provisions.

        On March 27, 2003, the Board of Directors voted to increase the term of Henry Boucher's employment agreement from one year to three years and to increase his salary to $240,000 per year at such time as the registration statement of which this prospectus is a part is effective. At that time, the salary will be retroactive as of January 1, 2003. At the same time, the Board also voted to issue Mr. Boucher a $25,000 bonus for 2002.

        Forrest Jordan.    Effective October 2, 2002, IWT entered into an employment agreement with Forrest for one year, renewed automatically unless terminated by IWT not less than ninety days prior to the expiration of the term. In consideration for his services, Forrest Jordan receives a salary of $253,000 per year. He also receives a monthly car allowance of $1,500. Forrest Jordan also receives a life insurance policy whose beneficiary is his family and such other compensation as determined by the Compensation Committee. He is subject to non-disclosure and non-compete provisions. On March 27, 2003, the Board of Directors voted to increase the term of his employment agreement from one year to three years and to issue Forrest Jordan a $25,000 bonus for 2002.

        Paul F. Boucher.    Paul Boucher's employment agreement is substantially the same as that of Forrest Jordan's, with the exception that he receives an annual salary of $263,000. On March 27, 2003, the Board of Directors voted to increase the term of his employment agreement from one year to three years and to issue Paul Boucher a $25,000 bonus for 2002.

        Grey Perna.    Grey Perna's employment agreement is substantially the same as that of Forrest Jordan's. On March 27, 2003, the Board of Directors voted to increase the term of his employment agreement from one year to three years and to issue Grey Perna a $25,000 bonus for 2002.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth, as of March 31, 2003, the shares of Common Stock owned beneficially by (i) each of our Executive Officers, (ii) each of our current Directors, (iii) all Executive Officers and Directors as a group, (iv) each person known by us to be the beneficial owner of more than five percent of our Common Stock. "Beneficial Ownership" is a technical term broadly defined by the Securities and Exchange Commission to mean more than ownership in the usual sense. For example, Common Stock is "beneficially" owned not only if it is held directly, but also if it is held indirectly (though a relationship, a position as a director or trustee, or a contract or understanding), or has (or share the power to vote the stock or sell it) the right to acquire it within 60 days. Except as disclosed in the footnotes below, each of the Executive Officers, Directors and Nominees for Directors listed have sole voting and investment power over his or its shares. As of June 17, 2003, 11,205,502 shares of our common stock were issued and outstanding, held by approximately 149 holders of record.

*

Less than 1%.

(1)

The address for each of Tesoro's Directors, Nominees for Directors and Executive Officers is 191 Post Road West, Suite 10, Westport, CT 06880.

(2)

Member of the Compensation Committee.

(3)

Member of the Nominating and Governing Committee.

39

(4)

Includes 5,000 incentive stock options, which are currently vested and which are exercisable at $3.00 per share through November 22, 2012. Also includes warrants to purchase up to 15,000 shares at $3.00 per share through January 7, 2008.

(5)

Member of the Audit Committee.

(6)

Includes 5,000 incentive stock options that are currently vested and are exercisable at $3.00 per share through November 22, 2012.

(7)

Includes 5,000 incentive stock options that are currently vested and are exercisable at $3.00 per share through November 22, 2012. Also includes warrants to purchase up to 30,000 shares at $3.00 per shares through March 10, 2008.

(8)

IWT's institutional lender requires that during the term of its loan, Paul Boucher, Grey Perna and Forrest Jordan will not allow their aggregate beneficially ownership interest in Tesoro to be less than 51%.

(9)

Includes 30,000 shares held by Mr. Boucher's minor children.

(10)

Includes 12,000 shares held by Mr. Perna's wife.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The following are brief descriptions of transactions between us (or any of our affiliates) and any of our Directors, Executive Officers or Stockholders beneficially owning more than 5% of our shares, or any member of the immediate family of any of those persons, or other entities in which such persons beneficially own more than 5%.

        In May 2002, Tesoro sold 100,000 shares of our common stock for an aggregate of $20,000 to Mentus Consulting LLC, a limited liability company, controlled by Henry J. Boucher, our President and Chief Executive Officer.

        Forrest Jordan, Grey Perna and Paul F. Boucher as payees, hold promissory notes from IWT in the principal amounts of $88,711.93, $120,000 and $240,000, respectively. The notes bear interest at 10% per year and are due on or before December 31, 2025. In connection with our credit facility for $7.5 million, Forrest, Grey and Paul have each entered into a subordination agreement with the lender that provides that each of these obligations are subordinated to that of the lender and these obligations have also been assigned to the lender as security for our obligations to the lender.

        As part of our acquiring IWT, we issued nine million shares to Forrest Jordan, Grey Perna and Paul F. Boucher. Each of these stockholders entered into a repurchase agreement by which each may sell a total of 150,000 shares of Tesoro common stock over a three-year period back to us for a price per share based on 88% of Tesoro's then weighted average price.

CONCURRENT OFFERING

        Concurrent with this offering, we are registering pursuant to an alternate prospectus, Concurrent with this offering, we are registering an additional 250,000 units at $5.50 per unit for sale by our officers and directors. Each unit consists of one share of our common stock and a warrant to purchase one share at $7.00 per share through June 17, 2006. Through July 7, 2003, the Company will offer these units to our current stockholders exclusively and only our officers or directors will sell the units during this exclusive period.

        We will pay the expenses of the concurrent offering, other than fees and expenses of counsel to the Investors and the selling commissions. The sale of these securities are subject to prospectus delivery and other sales at any time may have an adverse affect on the market prices of the securities or the

40

potential of such sales at any time may have an adverse effect on the market prices of the securities offered hereby.

DESCRIPTION OF SECURITIES

        We are authorized to issue 100 million shares of common stock, par value $.001 per share, and 25 million shares of preferred stock, $.001 per share. As of June 17, 2003, 11,205,502 of our shares of common stock were issued and outstanding and no shares of preferred stock issued or outstanding. Additionally, options to purchase up to 440,000 shares of our Common Stock granted pursuant to our Stock Incentive Plan are outstanding. Finally, warrants to purchase up to 250,000 shares of our Common Stock are also outstanding.

        The following descriptions constitute brief summaries of the material provisions of our Articles of Incorporation and Bylaws, copies of which have been filed with the SEC.

Common Stock

        The holders of our common stock are entitled to dividends, if any are declared, and are entitled to a pro rata portion of our assets if we liquidate or dissolve our business, if our assets are not first distributed to our creditors or preferred stockholders.

        Each share of common stock entitles the holders to one vote. Holders of common stock do not have cumulative voting rights which means that the holders of more than 50% of shares voting for the election of Directors can elect all of the Directors if they choose to do so, and in such event, the holders of the remaining shares will not be able to elect any Directors. Our bylaws require that only a majority of the issued and outstanding shares of our common stock is required to transact business at a stockholders' meeting. The common stock has no preemptive, subscription or conversion rights nor may we redeem it.

Preferred Stock

        Our Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without further action by stockholders, and may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion rights, redemption rights, and sinking fund provisions. The issuance of any such preferred stock could adversely affect the rights of the holders of our common stock and, therefore, reduce the value of the common stock. The ability of the Board of Directors to issue preferred stock could discourage, delay, or prevent a takeover of Tesoro.

Options

        All of the options granted pursuant to our Stock Incentive Plan are for 10 years from the date of grant to purchase up to 440,000 shares of our Common Stock and are priced at fair market value from the date these options were granted.

Warrants

        Currently, warrants to purchase up to 250,000 shares are outstanding. Each of these warrants are exercisable for five years from the date the warrants were issued. The Warrant purchase price for these warrants is initially $3.00 per Share until such time as the first sale of our common stock on the Over the Counter Bulletin Board or on a quotation system or national exchange, at which time the Warrant Purchase Price is increased by $.25 per share starting on the first day of the calendar quarter following such sale and by $.25 per share on the first day of each calendar quarter thereafter through the exercise period.

41

Additional Information Describing Securities

        For additional information regarding our securities, you may view our Articles of Incorporation and bylaws which are available for inspection at our offices or which can be viewed through the EDGAR database at http://www.sec.gov as exhibits to the registration statement on Form SB-2. You may also choose to review applicable statutes of the state of Texas for a description concerning statutory rights and liabilities of stockholders.

Reports to Stockholders

        We will furnish to holders of our securities annual reports containing audited financial statements examined and reported upon, and with an opinion expressed by, an independent certified public accountant. We may issue other unaudited interim reports to our stockholders as we see as appropriate.

The Penny Stock Rules

        While are shares are being offered at more than $5.00 per share, if our stock trades below $5.00 per share, it may be considered to be a "penny stock." Penny stocks are securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the NASDAQ stock market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our securities may be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell penny stock securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of penny stock securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the "penny stock rules" require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock rules" may restrict the ability of broker-dealers to sell our securities and may have the effect of reducing the level of trading activity of our common stock in the secondary market. The foregoing required penny stock restrictions will not apply to our securities if our market price is $5.00 or greater. The price of our securities may not reach or maintain a $5.00 price level.

SELLING STOCKHOLDERS

        The table below sets forth information concerning the shares of common stock beneficially owned by the selling stockholders. It sets forth the names of each person who is offering the resale of shares of common stock under this Prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares and percentage ownership of the common stock owned by each person after the offering. Assuming all the shares of registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock following this offering. Our executive officers and directors who are related to any of the Selling Stockholders each disclaim any beneficial ownership interest in the shares held by their respective relatives. Of these shares, 443,500 are not subject to any lock-up period.

42

43

(1)

Subject to a lock-up period commencing on the effective date of this Prospectus and continuing for the following six months.

(2)

Subject to a lock-up period commencing on the effective date of this Prospectus and continuing for the following 12 months.

(3)

Of these shares, 33,334 shares are subject to a six-month lock-up period commencing on the effective date of this Prospectus. Additionally, 33,334 were acquired from Tesoro pursuant to our unit offering of common stock and warrants by common stock to accredited investors at $3.00 per unit and the remaining 75,000 shares were acquired as a gift from a then Tesoro stockholder.

(4)

Acquired from Tesoro's original stockholder.

(5)

Acquired as a gift from a Tesoro stockholder.

(6)

Purchased from Tesoro pursuant to our unit offering of common stock and warrants by common stock to accredited investors at $3.00 per unit.

(7)

Of these shares, 5,000 were acquired as a gift from a then Tesoro stockholder and 33,334 were acquired pursuant to the unit offering we described in footnote (6)above.

(8)

Acquired in consideration for legal services.

(9)

Acquired in consideration for financial advisory services.

(10)

These shares are held on behalf of 161 Street & River Road, LLC whose Managing Director, Guy Iannuzzi, is a brother-in-law of Henry J. Boucher, our President and Chief Executive Officer.

(11)

Henry Boucher's grandson.

(12)

Nephew of Henry Boucher and Paul Boucher, one of our Senior Vice Presidents.

(13)

Niece of Henry Boucher and Paul Boucher.

(14)

Henry Boucher's child.

(15)

Brother of Henry Boucher and Paul Boucher.

(16)

Paul Boucher's sister-in-law.

(17)

Sister of Henry Boucher and Paul Boucher.

(18)

Father of Grey Perna, one of our Senior Vice President.

(19)

Grey Perna's wife.

(20)

Grey Perna's mother.

(21)

Paul Boucher's child.

(22)

Child of Forrest Jordan, our Chief Financial Officer and one of our Senior Vice Presidents.

(23)

Forrest Jordan's brother-in-law.

(24)

Forrest Jordan's nephew.

(25)

Forrest Jordan's father-in-law.

(26)

Forrest Jordan's niece.

(27)

Henry Boucher's brother-in-law.

44

(28)

The Co-Trustees are Antonietta Boucher, Henry Boucher's wife and Marie Boucher, his daughter.

(29)

Paul Boucher's mother-in-law.

(30)

These shares are held on behalf of Baseball Cathedral, LLC.

(31)

Of these shares, 10,000 were acquired as a gift from a then Tesoro stockholder and 33,334 were acquired pursuant to the unit offering we described in footnote (6).

        Assumes that all of the shares held by the selling stockholders and are being offered under this prospectus are sold and that the selling stockholders acquire no additional shares of common stock before this offering is completed. The actual number of shares of common stock offered is subject to change and could be materially greater or lesser than the estimated amount indicated, depending on a number of factors including, among other things, any adjustments to account for split splits, stock dividends and similar types of adjustments.

        The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA LAW
AND OUR ARTICLES OF INCORPORATION AND BYLAWS

        Our articles of incorporation and bylaws and Nevada law contain provisions that could delay or prevent a change in control and could also limit the market price of our stock. Our articles of incorporation and bylaws contain provisions that could delay or prevent a change in control. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. Some of these provisions:

•

Authorize the issuance of preferred stock that can be created and issued by the board of directors without prior stockholder approval, commonly referred to as "blank check" preferred stock, with rights senior to those of common stock; and



•

Establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.

        Further, certain provisions of Nevada law make it more difficult for a third party to acquire us. Some of these provisions:

•

Establish a supermajority stockholder voting requirement to approve an acquisition by a third party of a controlling interest; and



•

Impose time restrictions or require additional approvals for an acquisition of us by an interested stockholder.

45

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

        Our bylaws provide that our officers and directors will be indemnified to the full extent allowed by law against all expenses and liabilities of any claim or suit, including securities violations, unless a finding of willful misfeasance or malfeasance in the performance of that persons duties is found by a court of law. Additionally, we have entered into separate Indemnity Agreements with each of our Executive Officers and Directors to provide for additional protection. Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this Offering, no public market for our common stock existed. Future sales of substantial amounts of common stock in the public market, or the availability of shares for sale, could adversely affect our stock's prevailing market price and our ability to raise capital by another offering of equity securities.

        Immediately after the completion of this offering and assuming the sale of all units we offer pursuant to our Concurrent Offering, Tesoro will have 11,450,502 shares of common stock outstanding the "Outstanding Shares" not including up to 440,000 shares of common stock that may be issued upon the exercise of options, 250,000 shares of common stock that may be issued upon the exercise of certain warrants or 250,000 shares that may be issued upon the exercise of the warrants that are being offered pursuant to this prospectus. Of the outstanding shares

•

250,000 shares are freely tradable without restriction under the Securities Act;



•

1,243,502 shares of common stock being registered in the alternate prospectus will be freely tradable without restriction the Act, of which



•

443,500 shares may be sold immediately,



•

699,002 shares are subject to a six-month lock-up period, and



•

101,000 shares are subject to a 12-month lock-up period;

•

157,500 shares are "Restricted Securities", but will be eligible for resale pursuant to Rule 144 promulgated under the Securities Act between September and December 2003;



•

Henry Boucher acquired 785,500 shares between January 2002 and September 2002. These shares are Restricted Securities and may be eligible for resale beginning one year from the date the shares were acquired, but will be eligible for resale subject to Rule 144 as that rule relates to Tesoro affiliates;



•

110,000 shares were acquired by our outside directors between October 2002 and February 2003 and will be eligible for resale beginning one year from the date the shares were acquired, but likewise, are subject to Rule 144 as that rule relates to Tesoro affiliates; and



•

Three Executive Officers and Directors who acquired their shares on October 1, 2002 in connection with Tesoro's acquiring IWT hold the remaining nine million shares. These shares are subject to Rule 144 as that rule relates to Tesoro affiliates and are further subject to IWT's institutional lender that requires that during the term of its loan, these three stockholders will not allow their aggregate beneficially ownership interest in Tesoro to be less than 51%.

We have no ability to waive any of the lock-up periods described above.

46

        These shares were issued in private transactions in reliance upon one or more exemptions contained in the Securities Act.

        After completing this offering, all of the shares underlying the units sold will be immediately tradable without restriction under the Securities Act, except for any shares purchased by an "affiliate" of ours, as that term is defined in the Securities Act. Affiliates will be subject to the resale limitations of Rule 144 under the Securities Act.

        Under Rule 144, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities for at least one year, including the holding period of any prior owner except an affiliate, would be generally entitled to sell (within any three month period) a number of shares that does not exceed the greater of (i) 1% of the number of then outstanding shares of the common stock or (ii) the average weekly trading volume of the common stock in the public market during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about Tesoro. Any person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of IWT Tesoro at any time during the three months preceding a sale, and who has beneficially owned shares for at least two years (including any period of ownership of preceding nonaffiliated holders), would be entitled to sell such shares under Rule 144(k) without regard to the volume limitations, manner-of-sale provisions, public information requirements or notice requirements.

        The availability for sale of substantial amounts of common stock subsequent to this offering could adversely affect the prevailing market price of the common stock and could impair our ability to raise additional capital through the sale of its equity securities. Prospective investors should be aware that the possibility of such sales may, in the future, have a depressive effect on the price of our common stock in any market that may develop and, therefore, the ability of any investor to market his shares may be dependent directly upon the number of shares that are offered and sold. Affiliates of Tesoro may sell their shares during a favorable movement in the market price of our common stock, which may have a depressive effect on its price per share. See "Description of Securities", "Principal Stockholders", "Concurrent Offering" and "Important Risk Factors".

        The foregoing summary of Rule 144 is not a complete description.

PLAN OF DISTRIBUTION

Sales by our Selling Stockholders

        The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

•

Ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;



•

Block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;



•

Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



•

Privately-negotiated transactions;



•

Short sales;



•

Through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

47

•

Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; and



•

A combination of any such methods of sale.

        The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

        In connection with the sale of our common stock or related interests, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Lock-Up Periods

        While we are registering 1,243,502 shares for resale by the Selling Stockholders, 699,002 of those shares are subject to written lock-up agreements prohibiting the Selling Stockholders from selling their shares before December 17, 2003 (six months from the effective date of this Prospectus. An additional 101,000 shares are also subject to written lock-up agreements, prohibiting those Selling Stockholders from selling their shares before June 17, 2004, which is 12 months from the effective date of this Prospectus.

Prices at Which the Shares May be Sold.

        The selling stockholders are not restricted as to the price or prices at which they may sell their shares. Sales of shares by the selling stockholders may depress the market price of our common stock since the number of shares, which may be sold by the selling stockholders, is relatively large compared to the historical average weekly trading of our common stock. Accordingly, if the selling stockholders were to sell, or attempt to sell, all of such shares at once or during a short time period, we believe such transactions could adversely affect the market price of our common stock.

Sales and Purchases by Broker-Dealers

        In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate in the sale. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if the broker-dealer acts as agent for the purchaser of such shares, from the purchaser in amounts to be negotiated. Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share, and to the extent the broker-dealer is unable to do so acting as agent for the selling stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. Broker-dealers who acquire shares as principal may then resell those shares from time to time in transactions:

•

In the over-the counter market or otherwise;



•

At prices and on terms then prevailing at the time of sale;



•

At prices then related to the then-current market price; or



•

In negotiated transactions.

48

        These resales may involve block transactions or sales to and through other broker-dealers, including any of the transactions described above. In connection with these sales, these broker-dealers may pay to or receive from the purchasers of those shares commissions as described above.

        The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in sales of the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In this event, any commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act.

Expenses of this Offering

        We are paying all fees and expenses incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act. The selling stockholders will be required to pay commissions and brokerage expenses on their sales, if any.

Post-Effective Amendments and Prospectus Supplements

        At the time a particular offer of shares is made, to the extent required, a supplement to this prospectus will be distributed which will identify and set forth the following:

•

The names of the selling stockholders;



•

The number of shares being sold;



•

The price;



•

Commissions being paid;



•

That there has been no investigation by broker-dealer; and



•

Any other facts material to the transaction.

        The rules and regulations set forth in Regulation M promulgated under the Exchange Act provide that, during the period that any person is engaged in a distribution of shares within the meaning of Regulation M, that person usually may not purchase shares. The selling stockholders are subject to the rules and regulations of the Securities Act and the Exchange Act, including Regulation M, which may limit the timing of purchases and sales of shares by the selling stockholders. Regulation M's prohibition on purchases may include purchases to cover short positions by the selling stockholders and a selling shareholder's failure to cover a short position at a lender's request, and subsequent purchases of shares by the lender in the open market to cover such short positions, may constitute an inducement to buy shares which is prohibited by Regulation M. Consequently, this may affect the marketability of the shares. We have informed the selling stockholders that the anti-manipulative provisions of Regulation M may apply to them. All of the foregoing may affect the marketability of the shares offered hereby.

        This Registration Statement of which this Prospectus is a part will remain effective until the earlier of (a) the date when all of the shares registered by this registration statement have been distributed to the public, or (b) the date the shares of common stock are eligible for sale in their entirety under Rule 144(k). In the event that any shares remain unsold at the end of such period, we may file a post-effective amendment to the registration statement for the purpose of deregistering the shares registered by this prospectus.

49

Sales in Certain States

        Under the securities laws of certain states, the shares of our common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares of common stock may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

LEGAL MATTERS

        Gayle Coleman, P.A., Boca Raton, Florida will pass upon the validity of issuing the stock we are offering. Ms. Coleman owns or controls 41,500 shares of our common stock, of which her minor daughter owns 1,500 shares.

EXPERTS

        Our financial statements appearing in this prospectus have been audited by Sewell and Company, PA, independent certified public accountants, to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

        On September 13, 2002, Tesoro notified the accounting firm of Magee, Rausch & Shelton, LLP of Tulsa, OK ("MRS") that MRS had been replaced as Tesoro's principal accountant. MRS reported on and audited the financial statements prepared by Tesoro since our inception on May 3, 200 and ending July 15, 2000. It has not prepared any financial statements subsequent to the July 15, 2000, reports.

        On August 23, 2002, Tesoro engaged the accounting firm of Sewell and Company, PA of Hollywood, Florida, as its principal accountant to audit the financial statements prepared by Tesoro for the fiscal year ended December 31, 2002 and for its past financial filings. The decision to change accountants was approved by Tesoro's Board of Directors and was based on its belief that Tesoro's operations would be more accessible and economically undertaken by a Florida SEC qualified accounting firm since its wholly-owned subsidiary, International Wholesale Tile, Inc. is a Florida corporation located in Palm City, Florida.

        MRS did not prepare the audited financial statements for the last two fiscal years. However, for the previously prepared audited report prepared by MRS, the MRS report on Tesoro's financial statements and audits contained no adverse opinion or disclaimer of opinion and were not qualified as to uncertainty audit scope or accounting principle. For those reports and documents prepared by MRS, there have been no disagreements with MRS on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures.

ADDITIONAL INFORMATION

        We currently furnish our stockholders with our annual reports, which will include financial statements audited by our independent accountants, and such other periodic reports as we may determine to furnish or as may be required by law, including sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.

        We have filed a registration statement on Form SB-2 under the Securities Act with the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, with respect to the securities offered hereby. This prospectus is part of that registration statement. This prospectus does not contain all the information set forth in the registration statement and the exhibits thereto, as permitted by the rules and regulations of the Commission. For further information, please refer to the exhibits filed with this Registration Statement or that were previously filed with the SEC. The registration statement and the

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exhibits thereto may be inspected without charge at the offices of the Commission and copies of all or any part thereof may be obtained from the SEC's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 or at certain of the regional offices of the SEC located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, upon paying the fees prescribed by the SEC. Electronic reports and other information filed through the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) are publicly available through the SEC's website (http://www.sec.gov.).

        You should rely only on the information contained in this Prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this Prospectus is accurate as of the date on the front cover of this Prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

        Additional risks and uncertainties not currently known or that is not currently deemed material may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties that we may face in the future may have a greater impact on those who purchase our common stock. These purchasers will purchase our common stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.

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IWT TESORO CORPORATION
AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED
DECEMBER 31, 2002 AND 2001

IWT TESORO CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001

TABLE OF CONTENTS

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
IWT Tesoro Corporation and Subsidiary
Westport, CT

We have audited the accompanying consolidated balance sheets of IWT Tesoro Corporation and Subsidiary as of December 31, 2002 and 2001, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years ended December 31, 2002 and 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IWT Tesoro Corporation and Subsidiary as of December 31, 2002 and 2001, and the results of its operations, and its cash flows for the years ended December 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America.

SEWELL AND COMPANY, PA

Hollywood, Florida
January 17, 2003

F-2

IWT TESORO CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001

See notes to financial statements.

F-3

IWT TESORO CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002 AND 2001

See notes to financial statements.

F-4

IWT TESORO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002 AND 2001