UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20529


                                   FORM 10-KSB
                                (AMENDMENT NO. 1)


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year ended December 31, 1999

                          Commission File No.  0-26675

                              TRIMFAST GROUP, INC.
             (Exact Name of Registrant as specified in its charter)


               NEVADA                                  88-0367136
(State  or  other  jurisdiction  of        (I.R.S. Employer Identification No.)
  incorporation  or  organization)

          777 S.  Harbour Island Blvd.  Suite 780, Tampa, Florida 33602

                    (Address of principal executive offices)

                                 (813) 275-0050

                         (Registrant's telephone number)

              Securities registered under Section 12(b) of the Act:

                 Title of each class to be registered:     None

           Securities registered pursuant to section 12(g) of the Act:

Title  of  each  class  to  be  registered:  Common  Stock,  $.001  Par  Value

                          Name  of  exchange:     None


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days
Yes   X   No
     ---     ---


                                      -1-
<PAGE>
____Indicate  by  check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates  as  of  March  31,  2000  is  $13,329,000.

     APPLICABLE  ONLY  TO  REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
PRECEDING  FIVE  YEARS.

     Indicate  by  checkmark  whether the Registrant has filed all documents and
reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934  subsequent  to  the distribution of securities under a plan confirmed by a
court.

YES________    NO__________

     APPLICABLE  ONLY  TO  CORPORATE  REGISTRANTS

     Indicate  the  number  of  shares  outstanding  of each of the Registrant's
classes  of  common stock , as of the latest practicable date.   As of March 31,
2000, there were 5,097,362  shares of the Company's $.001 par value common stock
issued  and  outstanding.

                  DOCUMENTS  INCORPORATED  BY  REFERENCE


                                      NONE


     This  Form  10-KSB  contains  "forward-looking  statements" relating to the
Registrant  which  represent  the  Registrant's  current expectations or beliefs
including,  but  not  limited to, statements concerning Registrant's operations,
performance,  financial  condition and growth.  For this purpose, any statements
contained  in  this  Form  10-KSB that are not statements of historical fact are
forward-looking  statements.  Without  limiting the generality of the foregoing,
words  such  as  "may",  "anticipation",  "intend",  "could",  "estimate",  or
"continue"  or  the  negative  or  other  comparable terminology are intended to
identify  forward-looking statements.   These statements by their nature involve
substantial  risks  and  uncertainties,  such  as  credit  losses, dependence on
management  and  key  personnel and variability of quarterly results, ability of
Registrant to continue its growth strategy and competition, certain of which are
beyond  the  Registrant's  control.  Should  one  or  more  of  these  risks  or
uncertainties  materialize or should the underlying assumptions prove incorrect,
actual  outcomes and results could differ materially from those indicated in the
forward  looking  statements.


                                      -2-
<PAGE>
                                     PART  I.

ITEM  1.   DESCRIPTION  OF  THE  BUSINESS.

(a)     Business  Development.

We  were  incorporated  in  the  State of Nevada on February 23, 1987 as Kendrex
Systems, Inc.   We engaged in several different areas of business until we began
our  current  operations  in  August 1998 with the acquisition of TrimFast, Inc.

Prior  to and at the time of this transaction, TrimFast, Inc. was engaged in the
business  of  formulating  and distributing dietary and vitamin supplements.  We
entered  into  the  merger  with  TrimFast,  Inc.  because  we believed that the
nutrition and vitamin supplement field represented a business opportunity for us
and  we  continue  to explore opportunities in this field through several wholly
owned  subsidiaries.

We  sell vitamins under our own product line and under licensing agreements with
various third parties. In June 1999 we developed our first private label product
by  entering  into  a  licensing agreement with the World Championship Wrestling
Organization ("WCW") to produce Energy Bars in three flavors under the WCW brand
name  in  the  United  States,  its territories and possessions and its Military
Installations.  This  license agreement is non-exclusive and expires on December
31,  2002.  This  agreement  provides  that  we  may  use logos, slogans and the
likeness  of  WCW  wrestlers,  as  provided  by WCW, on the labels of our energy
bars,  which  have been designed to target an audience of millions of adults and
children  watching  and  attending professional wrestling matches.   In February
2000  we  entered  a  licensing agreement  with Marvel Comics which gives us the
right  to  market  Spiderman's  Children's  Chewable  Multi-Vitamin  and Mineral
Supplements.

With  the  growth  of  the  Internet,  we  developed  an  Internet  site,
NutritionCafe.com
The  website  is  designed  to provide nutritional information, provide links to
other  informative  sites  and  to  market  and  sell  our  products.


On  March  18,  1999,  we acquired IMMMU, Inc. (hereinafter "IMMMU"), a Delaware
corporation, and IMMCEL Pharmaceuticals, Inc. (hereinafter "IMMCEL"), a New York
corporation.  Both  companies  were  engaged  in  the business of developing and
marketing nutritional supplements manufactured by third parties. Pursuant to the
terms  of  this  acquisition,  IMMMU  and  IMMCEL  became  our  wholly  owned
subsidiaries.  We issued 235,000 shares of our common stock, $50,000 in cash, an
option  agreement  based  upon  performance criteria and an employment agreement
pursuant  to  the  terms  of  the  agreement.

We rescinded these acquisitions effective November 1, 1999. In accordance with a
rescission  agreement  dated  October  23,  1999 the following consideration was
returned and delivered on November 30, 1999, as follows: (i) from our company to


                                      -3-
<PAGE>
the  prior  shareholders  of  IMMMU  and IMMCEL, Leo Ehrlich, Helenka Bodner and
Joseph  Levi, stock certificates reflecting 200 shares each of IMMMU and IMMCEL,
representing  all  of  the outstanding shares of those corporations; (ii) to our
company,  stock certificates reflecting 150,750 shares, 60,750 shares and 13,500
shares  of our restricted common stock, respectively from prior IMMMU and IMMCEL
shareholders,  Bodner,  Ehrlich and Levi. In addition, on November 12, 1999, the
$50,000  cash  payment  was returned to us by IMMMU shareholders Bodner, Ehrlich
and Levi and on November 15, we received the final 10,000 free trading shares of
our  common  stock  from  Moishe  Bodner.

From  our  operations  of  IMMMU/IMMCEL  we had a loss of $88,830. We maintained
sufficient  reserves  to cover this loss from our accumulated deficits. To date,
we  have  received  no  amounts from IMMMU/IMMCEL to reimburse us for such loss.
Because  we believe that IMMMU/IMMCEL does not have funds available to reimburse
us  for  any  loss  from  operations,  which  we  incurred  as  a  result of the
transaction,  we  have  not made a demand from them to reimburse us for our loss
from  operations.


                                      -4-
<PAGE>
When  we  entered  into  the  IMMMU/IMMCEL  agreement,  we  believed  that  the
acquisitions  of  these  companies  would  enhance  our  product lines. However,
approximately  six  months after entering into this agreement, we were unable to
obtain  audited  financial  statements  for the acquired companies. As such, our
management  deemed  it  in  our  best  interest  to rescind the transactions. We
rescinded  the  transaction  because:

      i)    These  companies  may  have  had  undisclosed  liabilities;
      ii)   We  were  unable  to  verify  inventory;  and
      iii)  We  were  unable  to  verify  previous  sales.

As  a  result  of  the rescission, we have no formal agreement to sell IMMMU and
IMMCEL  products  in  the United States. This rescission has reduced our product
line  by  approximately  18 products. We do not feel this will have a materially
adverse  affect  on our operations given the short period of time in which these
companies  were  our  subsidiaries.
Despite  the above, management believed that the products of IMMMU would enhance
our  product line. Our management deemed it in our best interest to enter into a
distribution  agreement with IMMMU to sell their products in Canada. On November
1,  1999,  we  entered  into an exclusive distributor agreement with IMMMU, Inc.
Such  agreement  provides that IMMMU appoints us as the exclusive distributor of
products  in  Canada.  Under  the agreement, we may market, sell, and distribute
IMMMU  products  pursuant  to  a  pricing  structure  set  forth  by  IMMMU. The
compensation  provision  for  the  Canadian distribution agreement is verbal and
requires  us  to  pay  IMMMU  12%  of our sales of IMMMU products. The agreement
includes  provisions that we will be indemnified by IMMMU for any loss, damages,
claim  or  settlement that may arise out of any defect, known or unknown, in any
of  the  products at the time of manufacture, assuming no material alteration of
the  product  occurred  after manufacture. There is no assurance that IMMMU will
have  sufficient  assets  or insurance coverage to indemnify us against any such
liabilities.  The  agreement  is for a term of November 1, 1999 through December
31,  2001  with  automatic renewals. Either party may terminate the agreement on
thirty  days  written  notice.


                                      -5-
<PAGE>
On  March  18,  1999,  we  entered into an agreement with Aryeh Trading, Inc., a
third  party  investment group, a registered broker-dealer and one of our market
makers, providing that: (i) Aryeh would purchase shares of our stock in the open
market  having  an  aggregate  value  of no less than $300,000; (ii) Aryeh would
purchase  300,000  shares  of  our  common stock from us at a price of $4.00 per
share  according  to  a stipulated schedule based on the average market price of
the  outstanding  shares.  The  purpose  of  the  Aryeh Trading agreement was to
obtain capital for the Company and for Aryeh to purchase free trading shares for
it's  inventory  account  to sell to it's clients. On March 30, 1999, we entered
into  an agreement with Aryeh which added terms to the March 18th agreement. The
purpose  of  the  March  30th  agreement was to clarify that Aryeh trading would
purchase  the  full  300,000  shares  issued  to them for $1,200,000. Additional
clauses were added to restrict Aryeh's ability to sell these shares prior to the
entire  $1,200,000 purchase being completed. In consideration of this clause the
Company  agreed to indemnify and hold Aryeh harmless from any federal income tax
liability  should  the  Internal Revenue Service determine that Aryeh's basis in
the  stock  was  less  than  $4.00  per  share.  Since Aryeh Trading never fully
performed  on the March 18th agreement the March 30th agreement is unenforceable
as  to  the  tax  indemnification.

From  May  13,  1999  to  July  20, 1999, in conjunction with the March 18, 1999
agreement, Aryeh purchased 155,000 shares from us at $4.00 per share for a total
purchase  price  of  $620,000. As a result the 300,000 share certificate held in
escrow  was returned to the Company and a new certificate was issued for 155,000
shares  on  July  13,  1999.

On  October  22, 1999 the Company entered into a stock repurchase agreement with
Aryeh  Trading  where  we  agreed to repurchase the 155,000 shares at $8.25. Our
intent  was  to  repurchase these shares at market value for Treasury Stock. The
agreement  sets  out  a  schedule for repurchase and the shares were to be fully
repurchased by December 15, 1999. If the shares were not repurchased by December
15th  the  Company  agreed  to  a  $0.25  per  share  premium for each two weeks
agreement  with  Aryeh Trading to modify the repurchase schedule. This agreement
calls  for  the  Company  to  repurchase all shares before January 25, 2000. Any
shares  not  repurchased  by  January  25th was subject to a $0.25 per share per
month premium. As additional security, in the November 10th agreement we pledged
certain real estate as security against the October 22, 1999 purchase agreement.
As  of  December  31,  1999,  we  recorded the October 22, 1999 stock repurchase
commitment  for  the 155,000 shares at $8.50 per share as a charge to additional
paid-in  capital.  To  date,  we have not repurchased any of the 155,000 shares.


                                      -6-
<PAGE>
On  April  21, 1999, we formed a wholly owned subsidiary Nutrition Cafe, Inc., a
Florida  Corporation  which operates a website NutritionCafe.com. The website is
designed  to provide nutritional information, provide links to other informative
sites  and  to  market  and  sell  our  products.

On  November  7,  1999 Perfumania.com, Inc. signed a letter of intent to acquire
Nutrition  Cafe.com.  The  letter  of  intent  provides  proposed terms in which
Perfumania.com.,  Inc.  would  acquire  NutritionCafe.com  from our company. The
Letter  of  intent  provides that our company would sell to Perfumania.com, Inc.
all of the assets of NutritionCafe.com, including, but not limited to, goodwill,
trademarks,  trade  secrets,  other  proprietary  information,  domain  trade
registrations,  computer  software  and  hardware and inventory. Perfumania.com,
Inc.  would  provide  the  Company  with  shares of their common stock valued at
$1,000,000  and  $500,000  in  cash  consideration  for  the  acquisition  of
NutritionCafe.com.  On January 13, 2000, we received notice from Perfumania.com,
Inc.  that they would not be acquiring the assets of NutritionCafe.com and would
not  otherwise  pursue  the  acquisition  of  NutritionCafe.com  from  us.

On  March  20, 2000 we  acquired from Nutrition Superstores.com, Inc. all of the
issued  and  outstanding  shares of common stock in its wholly owned subsidiary,
Nutrition  Clubstores,  Inc.  The  purchase price for the shares of common stock
was   valued  at  $4.80 per share for financial accounting purposes based on the
average quoted trading price a few days before and after the announcement of the
transaction.   In  addition,  for  a period beginning three months following the
Closing  and  continuing  for  a  period of twelve months thereafter, the Seller
shall receive a royalty equal to three percent (3%) of the gross sales generated
by  the  kiosks  operated  by Nutrition Clubstores, Inc.    The number of shares
issuable  to  the  Seller  of  the  Nutrition  Clubstores  shares  is subject to
adjustment  based upon the audited financial statements which are to be provided
by  Nutrition  Clubstores.  To  the extent that the Nutrition Clubstores audited
financial  statements  for February 29, 2000 show a net worth which is less than
85%  of the unaudited financial statements, then in that event,  for every $5.00
reduction  or  portion thereof in net worth, Seller shall be entitled to receive
one  less  share  of  common  stock.

Subject  to  the  completion  of  the  Nutrition Clubstores audit, we anticipate
allocating  the  $2,886,000  purchase  price  of  this  acquisition  as follows:
inventory $410,885, fixed assets $367,848, goodwill $2,335,004, accounts payable
$162,422  and  notes  payable  of  $65,315.


                                      -7-
<PAGE>
Nutrition  Clubstores  are  staffed point of purchase "micro-stores" or "kiosks"
located  in  gyms  and  other  health  clubs,  carrying popular brand sports and
general  nutrition  supplements.  The stores range in size from 8' x 8' to 12' x
12'.  The  stores  currently  carry  over  300  popular,  leading  brand  sports
nutrition  products, drinks and bars.  As we begin to integrate these Clubstores
with  our  own  operations,  we  plan to introduce more of our products into the
product  sales  mix.  Although there are start-up costs involved in  opening any
of  the  kiosks, once operational, because of their small size and low overhead,
we do not anticipate that opening new kiosks will have any adverse impact on our
liquidity.


(b)  Principal  Products  and  their  Markets.

NUTRITIONAL  PRODUCTS.

We  are  engaged  in  the  nutraceutical  business. We formulate, distribute and
market  natural  dietary  supplements  and  health  and fitness products through
wholesale  and  retail  outlets.  Third  parties  do  all  manufacturing  of our
products.

We  sell  approximately  thirty-three  (33)  varieties  of vitamins, nutritional
supplements,  weight  loss  and  muscle  growth supplements and food supplements
under brand line names TrimFast, Body Life Sciences and IMMMU. TrimFast and Body
Life are our own product lines.  We sell the IMMMU products through an exclusive
distributor  agreement  in Canada.  Products are formulated in vitamins/minerals
combinations  with  varying  potency  levels.  They are offered in soft-gel, two
piece  capsule,  chewable,  and  liquid  and powder forms to accommodate various
consumer  preferences.

There  can  be  no  assurances that any of our products will produce the desired
results  since  the  consuming  population  is  diverse  in  their  physical,
psychological  and  mental  makeup and differs in their metabolic rates, genetic
composition  and  other  factors  and  hence  there  is  no scientific basis for
believing  that any of the desired results will be produced. Further, there have
been  occurrences where ingredients in certain nutritional supplements have been
determined  to  be harmful when consumed by humans. We believe that our products
do not currently contain any ingredients not safe for human consumption, however
there  is  no  assurance  this  assumption  is  correct.  (See  Item  3  Legal
Proceedings). Any product liability claims made against us could have an adverse
affect  on  our  business. Many of the ingredients in our products are vitamins,
minerals,  herbs  and  other substances for which there is not a long history of
human  consumption.  In  addition, although we believe all of our products to be
safe  when  taken  as  directed  by  us,  there  is little experience with human
consumption  of  certain of these innovative product ingredients in concentrated
form.  Accordingly,  no assurance can be given that our products, even when used
as  directed,  will  have the effects intended or be safe for human consumption.
However,  because  we  are  highly  dependent  upon consumers' perception of the
safety  and  quality  of our products as well as similar products distributed by
other  companies  (which may not adhere to the same quality standards as we do),
we  could  be adversely affected in the event any of our products or any similar
products  distributed  by  other  companies  should  prove  or be asserted to be
harmful  to  consumers.  In  addition,  because  of our dependence upon consumer
perceptions,  adverse publicity associated with illness or other adverse effects
resulting from consumers' failure to consume our products as we suggest or other
misuse  or  abuse  of  our products or any similar products distributed by other
companies  could have a material adverse effect on the results of our operations
and  financial  condition.


                                      -8-
<PAGE>

We,  like  any other retailer, distributor and manufacturer of products that are
designed  to be ingested, face an inherent risk of exposure to product liability
claims in the event that the use of our products results in injury.  Such claims
may  include,  among  others,  that our products contain contaminants or include
inadequate instructions as to use or inadequate warnings concerning side effects
and  interactions  with  other  substances.  With  respect  to product liability
claims,  we  have  a  product  liability  policy effective May 27, 1999 covering
$1,000,000  per  occurrence  and  $2,000,000  in  aggregate  liability insurance
subject  to  a self insurance retention of $10,000.  In addition, if such claims
should  exceed  $2,000,000, we have excess umbrella liability insurance of up to
$4,000,000.  We  also had received a certificate of insurance effective February
10,  1998  through  February 10, 1999 under our third party manufacturers policy
covering $1,000,000 per occurrence and $2,000,000 in the aggregate.  However, we
were  denied  all  claims  under this policy relating to the Revivarant product.
(See  Item  3  under Legal Proceedings.) However, there can be no assurance that
product  liability  insurance  will  cover  existing  claims  or  continue to be
available  at  a  reasonable  cost,  or, if available, will be adequate to cover
liabilities.  We  generally  do  not  obtain  contractual  indemnification  from
parties  supplying  raw  materials or marketing our products.  In any event, any
such  indemnification  if  obtained  will  be  limited  by  our  terms and, as a
practical  matter,  to  the  creditworthiness of the indemnifying party.  In the
event  that  we  do  not have adequate insurance or contractual indemnification,
product liabilities relating to defective products could have a material adverse
effect  on  our  operations  and  financial  conditions.


PRINCIPAL  PRODUCTS.

The  TrimFast  Dietary Supplement, formerly named Herbal Plus, was introduced in
January  of  1999.  It  is  an  all-natural  herbal formula marketed weight loss
supplement.  It  is sold by distributors and in the following health food stores
and  weight loss centers: Ansley's Natural Marketplace, Beehive Natural Foods of
Miami,  The  Honey Tree, Health Quest, Natural Nutrition, Physicians Weight Loss
Clinics  and  Supplement  Warehouse.  TrimFast was designed to assist in curbing
appetite  and  increasing  metabolism  to  affect  the  fat burning process.  In
addition,  TrimFast  was designed to increase energy and reduce water retention.
However,  there  can  be  no assurances that this product will have such effects
uniformly  upon  all  users  since  the consuming population is diverse from the
standpoint  of  various metabolic rates. The TrimFast product has also been used
in  combination  with St. Johns Wort to provide the mental drive in implementing
the positive effects of St. Johns Wort - reducing stress and nervous tension and
causing  an  alert  mood. This product is packaged in a one-month supply bottle.


                                      -9-
<PAGE>
Immune  Blast,  introduced  in  July  of  1998,  is an all-natural immune system
enhancer  designed  to  aid  in the prevention of colds and flu.  The product is
marketed  to  the  distributors:  Abyss Distributors and Nutraline Distributors.

Max Impact is an entire product line targeted to convenience stores and gasoline
outlets.  The  products  include  all-natural packages, thirty count bottles and
daily  supply  packages of St. John's Wort, Trim Fast, Sudden Energy and Ginseng
Zing.

Kicks,  introduced  in October of 1998, is an all natural chewable multi-vitamin
and  mineral supplement developed and formulated exclusively for active children
and  young  athletes.  This  product  is designed to compete with national brand
children's  vitamins  such  as  Flintstones.

The TrimFast Weight Loss Bar is a new product we introduced on June 14, 1999. We
designed  this product to assist the user in a weight loss program by helping to
curb  appetite,  increase  metabolism and increase energy levels; however, there
can be no assurance that any one or all of these effects will be produced in all
or  any  case. This product was designed to be implemented in conjunction with a
sensible  nutritional  diet  program  with exercise. The product was designed to
compete  with several national companies including Slim Fast, Nestle's, MediFast
and  Pounds  Off  nutrition. This product is offered in three flavors: chocolate
chocolate  chip,  chocolate  peanut  butter  and  passion  fruit.

St.  John's  Wort: The only herb that has been scientifically studied and proven
to elevate mood and positive outlook, reduce stress and nervous tension which is
used  to  treat  depression  and  mood  related  ailments.

Body  Life, our wholly owned subsidiary, will market under its trade name Muscle
Recovery  nutritional  supplement.  This  product  is a comprehensive remedy for
muscle  aches, pains and soreness. It is to be taken immediately after injury or
exercise  to  boost  the  body's  natural  recuperative  powers.


To  date,  we  have  not undergone any research and development of potential new
products  or  regarding  any  other areas of potential development.  Although we
plan  to  devote  2% of our revenues to research and development within the next
fiscal  year,  such  plans  are  totally  dependent  upon  a  number of factors,
including:  sufficient revenue streams to support this expense, the retention of
qualified  personnel  participating  in research and development. We hired Steve
Kushner as a nutritionalist consultant to the company.  Mr.  Kushner has over 20
years of practical experience and trained under Dr. Hazel Parcells. In addition,
we  must have the ability to attract new qualified personnel to perform research
and  development  and  numerous  other  factors  which  management  may have not
currently  contemplated.



                                      -10-
<PAGE>
Competition.

Nutritional  and dietary supplement products involve highly competitive markets.
We  are  in the process of developing our marketing strategies and product lines
and  expect  that  both  will  involve  an  ever-changing  and evolving process.
Although  we  will attempt to competitively price our products, provide superior
quality  products,  and achieve success through attentive and efficient customer
service  and  effective  marketability strategies, we are limited by a number of
factors,  including  the  developmental  character  of  our  company  and  the
unpredictability  and  uncertainty  of  our future revenues. In addition, we are
limited  by  the  intensely  competitive  nature of the dietary food and vitamin
product  industry  in which more established companies may offer any combination
of  the  following: superior service, more competitive pricing, superior product
quality  and  availability,  a  variety of marketing strategies and distribution
networks  and  profitability  achieved  through  sales  volume and narrow profit
margins.  There are many well-established competitors with substantially greater
financial  revenues, as well as, significant new market entrants.  Many of these
competitors have been in existence for substantially longer periods of time than
we  have  and  may be better established in the market where we want to operate.
Further,  they  may  have  sufficient  revenue  streams  to  engage in extensive
advertising  and  promotional  campaigns  far  in  excess  of  our  marketing
capabilities.  In  addition, many of the competitors in this field are privately
held,  leading  to  unavailability  of  available  data  of  the  size  of  our
competition.  Accordingly,  our  competition  is  difficult  to  assess with any
preciseness.

INTERNET  ACTIVITIES:  NUTRITION  CAFE

Nutrition  Cafe ,  Inc.,  a wholly owned subsidiary of the Company, launched its
Internet  site (www.nutritioncafe.com) in June of 1999. The Internet site became
fully  operational  in  July  1999  and  currently  offers  approximately  1,365
products  including  nutritional  products,  vitamins,  minerals,  dietary
supplements,  sports nutrition products and homeopathic products for sale to the
public.  These  products  are  also  offered  at  our  retail  store  located in
Clearwater,  Florida  and will be offered at our Nutritition Clubstores. We will
attempt  to market approximately 10,000 vitamins, herbs, dietary supplements and
homeopathic  products  to  members at distributor wholesale prices. The Internet
site  is  planned  to  promote  all  of our products as well as, market and sell
vitamins  and  nutritional  products  from  such  other manufacturers as Met-Rx,
Prolabs  and  Nature's  Way.  Our  warehouse  facility is equipped with adequate
facilities and area to accommodate these expanded number of products and product
lines.


                                      -11-
<PAGE>
In  addition  to  offering  a  complete  line  of  vitamins and supplements, the
NutritionCafe.com  web  page  offers  visitors  and members advice relating to a
variety of highlighted subject areas including nutrition, health, diet, physical
fitness  and  nutritional  supplements.  Daily  columns on such topics as health
care,  vitamins,  homeopathic  remedies, chiropractic care, fitness and exercise
may  also  be  provided.  Management  believes that the subject areas, style and
special  features  are  arranged  in  a  simple, easy-to-use fashion intended to
enhance  product  search  and  customer  knowledge  while  encouraging  repeat
business.

There  can  be  no  assurance  that  our  Internet site will have the ability to
effectively  market  our  current  products or those of other manufacturers.  In
addition,  there  can  be  no  assurance  that our Internet site will be able to
market  a projected 10,000 such products.  The marketability rate resulting from
our  Internet  site  is dependent upon revenues from our Internet site and other
sources,  the  relative  success  of promoting our Internet site and competition
from  well-established Internet sites operated by strong revenue based companies
with  long-life  operational  success.

Membership.

When we originally launched Nutrition Cafe,  anyone wishing to purchase products
from  the  Nutrition  Cafe was required to purchase a membership at the price of
$9.95  per  month.  Memberships  were sold on a pay-as-you-go basis in one month
increments.  Members had  the option to continue their membership each month and
no  long  term  agreements  were  required.  On  January 19, 2000, we decided to
eliminate  the  monthly membership fee.  At that time, there were 1,330 enrolled
members.

Payment.

Payment for orders placed on the NutritionCafe.com website may be made by check,
money  order  or  credit  card.  Because  of  consumer  concern  on the issue of
utilizing  their  credit  card for Internet purchases, we  utilize secure server
software.  This  software  encrypts  all  of  the  customer personal information
including credit card number, name and address, so that it cannot be read during
Internet  transmission.

Availability  and  Shipment.

Most of the products that are ordered from the Nutrition Cafe site are available
for  shipment  within forty-eight (48) hours. Those products not in stock can be
ordered  from  various  distributors or directly from the manufacturer. Delivery
time  for  these  products  can range from two (2) to four (4) weeks. Orders are
shipped  via  UPS ground transportation.  Express delivery options are available
at  an  additional  cost. We warehouse approximately 2,000 different products at
our  warehouse  facility located in Clearwater, Florida. Our goal is to continue
developing  our  distribution  infrastructure to increase efficiency and support
greater  customer  demand.


                                      -12-
<PAGE>
Marketing  and  Promotion.

Our marketing strategy is designed to strengthen the Nutrition Cafe. brand name,
to increase customer traffic to the NutritionCafe.com website, to build customer
loyalty,  and  to  encourage  repeat  business. We intend to utilize traditional
advertising  media  to  gain  name  recognition  in the general public including
television,  radio  and  print  advertising.  We also intend to utilize banners,
agreements  with  search  engine providers and hyperlinks.  All products sold on
our  website  are  offered  with a 100% money back guarantee, if the customer is
dissatisfied  for  any  reason  with  the  purchase.

Competition.

The  online commerce market, particularly over the Web, is new, rapidly evolving
and  intensely competitive.  Our current or potential competitors include Rexall
Sundown,  Metabolife  and  Lifetrends International, each of which may be or are
currently offering their products on the Web. We also face competition from such
indirect  sources  as  Yahoo and AOL that are involved in online commerce either
directly  or  in  collaboration  with other retailers, traditional retailers who
currently  sell, or who may sell, products or services through the Internet.  We
believe  that  the  principal  competitive  edge  in  our  market  will be brand
recognition,  price,  selection,  and  a  knowledgeable  provider of health care
products,  reliability and speed of performance.   As the online commerce market
continues  to  grow,  other  companies  may  enter into business combinations or
alliances that strengthen their competitive positions. Our prospective customers
already  have  the  opportunity to purchase various nutritional supplements from
various websites including greentree.com, rx.com, drugstore.com and vitamin.com.

Retail  Location.

On  May  15,  1999,  we  opened  a  Nutrition Cafe retail store at our warehouse
facility  in  Clearwater.  The retail establishment occupies approximately 1,300
square  feet of space and caters primarily to local clientele.  We expect to use
this  store  to  test  the viability of opening additional Nutrition Cafe retail
establishments.

Raw  Materials,  Suppliers  and  Manufacturing.

While  we  employ  our  own  consultants to develop new product mixes, we do not
currently  manufacture  any  of  our  products;  instead, we rely on third-party
contract  manufacturers.  Currently, Innovative Labs,  Dolisos America, Inc. and
Five  Star  Brands,  Inc. manufacture most of the products for TrimFast and Body
Life  Sciences.


                                      -13-
<PAGE>

We  procure  raw  materials from various suppliers, but we contract our finished
product  production to various third party manufacturers.   Since December 1998,
we  have used a second production factory for some of our products to reduce the
risk  of  having  a  sole  producer  of  our  products  or in the event that any
manufacturer ceases operations or cannot continue to manufacture any product for
us.   We believe that there will be little difficulty in locating a manufacturer
to  produce  any of our products without delivery delays or significantly higher
costs.


The  raw  materials  required  for  the  manufacture of our products are readily
available  from a number of different sources.  As such, we do not believe there
will  be  any  difficulties  obtaining  the  required  raw  materials.

Distribution  Methods  for  our  Dietary  and  Nutritional  Supplements.

We  utilize  five  different  distribution  channels  for our health and fitness
products. These are wholesalers, distributors, food brokers, and direct sales to
retail  outlets  and  the  Internet.  Currently,  we  distribute  to twelve (12)
wholesalers  and  fifteen (15) distributors. We also have agreements with eleven
(11)  food  brokerage  firms  that  sell  products  to  nationwide retailers and
distributors.

Wholesalers  buy  products  directly  from us. These wholesalers in turn sell to
independent  sales  agents,  who then sell to various retail establishments. The
distributors  on  the  other hand buy the product directly from us and resell to
various  retail  outlets.  Brokers are contracted to sell our products to retail
chains, distributors and wholesalers. Any retail accounts secured by the brokers
are  directed  to the distributors that currently supply the retailer with other
products.

Wholesalers  and  distributors  are set up on terms of two percent (2%) fifteen-
(15)  days  net  thirty  (30)  days  as  long  as  pre-approved  credit has been
established.  If  credit has not been approved, we require one-half (1/2) of the
purchase  order  price  upon  ordering  and  the  balance  due  on  delivery.

We  also  market  through  direct  response television advertising. Inside sales
personnel  who  work  directly for us will accept orders, arrange for production
and  delivery  of  the  products  as  required to service demand and co-ordinate
delivery  of  product  to  retailers  and  end  customers.

Prospective  retail  locations  include  convenience  stores, supermarkets, drug
stores,  health  clubs,  gasoline  outlets,  restaurants  and  bars,  and health
specialty  outlets.


                                      -14-
<PAGE>
Once  the  purchase order has been verified, shipping instructions are delivered
to  our  distribution  center where orders are fulfilled within forty-eight (48)
hours.  Typically,  product  orders  are  generally  shipped  by  UPS  ground
transportation  and  customers  receive  their  product  within  seven (7) days.
Express  delivery  services  are  also  available.  Express  product  orders are
generally  shipped  within  twenty-four  (24) hours.  Special order products may
take  up to a week to deliver but, in general, can be shipped within seventy-two
(72)  hours.  Unless alternate payment plans are provided, payment is due within
thirty  (30)  days  of  delivery.

Dependence  on  a  Few  Customers.
We  have  no  significant  concentration  of  customers.

Intellectual  Property.

We  currently  rely  primarily  on  common  law  and proprietary protection. Our
business  prospects  will  depend  largely  upon  our  ability  to capitalize on
favorable  consumer  recognition  of our trade names. We do not hold a trademark
registration  for  most  of our products. We have been granted trademarks in the
state  of  Florida  for  TrimFast,  Herbal  Blast  and  Water  with an Attitude.
TrimFast  has  also  been  registered  with the U.S. Patent and Trademark Office
(75-029550).     The  Company  has  applied  and  intends to apply for trademark
protection  for  several  of  its  products.  There can be no assurance that any
application that the Company may file will be approved or even if obtained, that
the  use  of  the mark will not violate the proprietary rights of others or that
our  trademarks  would be upheld and not prevented from using our trademarks, if
challenged,  any  of  which  could have an adverse effect on us.  It is possible
that  our  competitors  will  adopt  product  or  service names similar to ours,
thereby  impeding  our  ability  to build brand identity and possibly leading to
customer  confusion.  Our  inability  to  protect  our  trade  names will have a
material  adverse  effect  on  our business, results of operations and financial
condition.

We  also  rely on trade secrets and proprietary know how so such methods may not
afford  complete  protection, and there can be no assurance that others will not
independently  develop  similar  know  how  or obtain access to our know how and
concepts.  We do not maintain confidentiality or non competition agreements with
all  of  our  executives,  key personnel or suppliers. There can be no assurance
that  we will be able to adequately protect our trade secrets. Third parties may
assert infringement claims against us or against third parties upon whom we rely
and,  in  the  event  of an unfavorable ruling on any claim, we may be unable to
obtain  a  license  or  similar agreement to use technology that we rely upon to
conduct  our  business.

Unlike  pharmaceutical  products that rely on specific combinations of drugs and
chemicals,  patents  cannot  protect  herbal  products.  Effective  trademark,
copyright  and  trade secret protection may not be available in every country in
which  we  may  offer  or  intend  to  offer  or  sell our products.  Failure to
adequately  protect  our  intellectual  property  rights  could  harm brand-name
recognition, devalue our proprietary content and adversely affect our ability to
compete  effectively  in  the  marketplace.  Further, defending the intellectual
property  rights  could  result  in the expenditure of significant financial and
managerial  resources,  which  could  materially  affect  the  operations of the
business.  There  can be no assurance that a third party will not misappropriate
any  of  our  proprietary  information.


                                      -15-
<PAGE>
Government  Approval  and  Regulation

We  do not plan to collect sales or other similar taxes in respect of goods sold
by  our  Nutrition  Cafe.com website except where required by law for purchasers
located  in  certain  jurisdictions.  However, one or more states or the federal
government  may  seek to impose sales tax collection obligations on out of state
companies  (such  as  nutritioncafe.com)  which  engage  in or facilitate online
commerce,  and a number of proposals have been made at the state and local level
that would impose additional taxes on the sale of goods and services through the
Internet.  Such  proposals, if adopted, could substantially impair the growth of
electronic  commerce,  and  could  adversely  affect  our  opportunity to derive
financial  benefit  from  such  activities.

Due  to the increasing popularity and use of the Internet, it is possible that a
number  of  laws  and  regulations  may be adopted with respect to the Internet,
covering  issues  such as user privacy, pricing, and characteristics and quality
of  products and services. Furthermore, the growth and development of the market
for  Internet  commerce  may prompt calls for more stringent consumer protection
laws  that  may impose additional burdens on those companies conducting business
over  the  Internet.  The  adoption  of  any  additional laws or regulations may
decrease  the  growth of the Internet, which, in turn, could decrease the demand
for  our  Internet products and increase our cost of doing business or otherwise
have  an  adverse  effect  on  our business, results of operations and financial
condition.  Moreover,  the  applicability  to  the  Internet of existing laws in
various  jurisdictions  governing  issues  such as sales tax, libel and personal
privacy  is  uncertain  and  may  take  years  to  resolve.

In addition, since our service is available over the Internet in multiple states
and  we  may  sell  to  numerous  consumer  residents  in  such  states,  such
jurisdictions  may  claim  that  we  are required to qualify to do business as a
foreign  corporation  in  each  such state.  Our failure to qualify as a foreign
corporation  in  a jurisdiction where we are required to do so could subject our
business  to  taxes  and penalties for failure to qualify.  Any such existing or
new  legislation or regulation, including state sales tax, or the application of
laws  or regulations from jurisdictions whose laws do not currently apply to our
business,  could  have  a  material  adverse  effect on our business, results of
operations  and  financial  condition.


                                      -16-
<PAGE>
The  manufacturing,  processing, formulating, packaging, labeling, distributing,
selling and advertising of our products are subject to regulation by one or more
federal  agencies.  The most active regulation has been administered by The Food
and  Drug  Administration  (hereinafter  the "FDA") which regulates our products
pursuant to the Federal Food, Drug and Cosmetic Act (hereinafter the "FDCA") and
regulations promulgated thereunder. In particular, the FDA regulates the safety,
manufacturing,  labeling  and  distribution  of  dietary  supplements, including
vitamins, minerals and herbs, food additives, food supplements, over-the-counter
drugs  and  prescription  drugs, medical devices and cosmetics. In addition, the
Federal  Trade  Commission  (hereinafter the "FTC") has overlapping jurisdiction
with  the  FDA  to  regulate  the labeling, promotion and advertising of dietary
supplements,  over  the  counter  drugs,  cosmetics  and  foods.

Although the dietary supplement industry is subject to regulation by the FDA and
local  authorities, dietary supplements, including vitamins, minerals, herbs and
other  dietary  ingredients,  now  have  been  statutorily affirmed as a "food."
Dietary  supplement companies are authorized to make substantiated statements of
nutritional  support  and,  subject  to  several possible limitations, to market
manufacture  substantiated

safe  dietary  supplement  products without FDA pre-clearance. Failure to comply
with  applicable  FDA  requirements can result in sanctions being imposed on the
Company  or  the  manufacturers  of  our  products, including but not limited to
fines,  injunctions,  product  recalls,  seizures  and  criminal  prosecution.

Compliance  with  applicable  FDA  and  any state or local statutes is critical.
Although  we  believe  that we are in compliance with applicable statutes, there
can  be  no  assurance  that, should the FDA amend its guidelines or impose more
stringent  interpretations  of  current laws or regulations, we would be able to
comply  with  these  new guidelines. We are unable to predict the nature of such
future  laws,  regulations,  interpretations or applications, nor can we predict
what  effect  additional governmental regulations or administrative orders, when
and  if promulgated, would have on our business in the future. These regulations
could,  however,  require  the  reformation  of  certain  products  to  meet new
standards,  market withdrawal or discontinuation of certain products not able to
be  reformulated, imposition of additional record keeping requirements, expanded
documentation  regarding  the  properties  of  certain  products,  expanded  or
different  labeling  and/or  additional  scientific  substantiation.

The  FDCA  has  been  amended several times with respect to dietary supplements,
most  recently  by  the  Dietary  Supplement  Health  and  Education Act of 1994
(hereinafter  "DSHEA"). DSHEA was enacted on October 15, 1994. It provides a new
statutory  framework  governing  the  composition  and  labeling  of  dietary
supplements.  DSHEA  provides  a  regulatory  framework  to ensure safe, quality
dietary  supplements  and  the  dissemination of accurate information about such
products.  Under  DSHEA,  dietary  supplements  are  generally excluded from the
legal  definition  of  "food  additive."


                                      -17-
<PAGE>
With respect to composition, DSHEA created a new class of "dietary supplements",
consisting  of  vitamins,  minerals,  herbs,  amino  acids  and  other  dietary
substances  for  human  use  to  supplement  the  diet, as well as concentrates,
metabolites,  extracts  or combinations of such dietary ingredients.  Generally,
under DSHEA, dietary ingredients that were on the market before October 15, 1994
may  be  sold  without  FDA  pre-approval and without notifying the FDA.  On the
other  hand,  a  new  dietary  ingredient (one not lawfully on the market before
October  15, 1994) requires proof that it has been present in the food supply as
an  article  used  for  food  without being chemically altered, or evidence of a
history  of  use  or other evidence of safety establishing that it is reasonably
expected  to  be  safe.  The  FDA  must  be supplied with such evidence at least
seventy-five  (75) days before the initial introduction into interstate commerce
use  of  a  new dietary ingredient.  There can be no assurance that the FDA will
accept the evidence of safety for any new dietary ingredients that we may decide
to use, and the FDA's refusal to accept such evidence could result in regulation
of  such  dietary  ingredients  as  adulterated  until  such  time as reasonable
expectation  of safety for the ingredient can be established to the satisfaction
of  the  FDA.

As  for  labeling, DSHEA permits "statements of nutritional support" for dietary
supplements  without  FDA  pre  approval.  Such  statements  may  describe  how
particular  dietary  ingredients  affect the structure, function or general well
being  of the body, or the mechanism of action by which a dietary ingredient may
affect  body structure, function or well being (but may not state that a dietary
supplement  will  diagnose,  mitigate,  treat,  cure  or  prevent a disease).  A
company  making  a  statement of nutritional support must possess substantiating
evidence  for  the  statement,  and,  for such statements that are not about the
effects  on  the body as a result of a dietary supplement used as a tool for its
nutritive  value  and  are  not otherwise "health claims," disclose on the label
that  the  FDA  has  not  reviewed  that  statement  and that the product is not
intended  for  use  for  a  disease,  and notify the FDA of the statement within
thirty  (30)  days  after its initial use.  The manner for making the disclosure
and  notifying the FDA are set forth in the regulations.   However, there can be
no  assurance  that  the  FDA  will  not  determine  that  a  given statement of
nutritional  support  that  we  decide  to  make  is a drug claim rather than an
acceptable  nutritional  support  statement.  Such a determination would require
deletion  of  the  drug claim or our submission, and the FDA's approval of a New
Drug  Application  (hereinafter  "NDA"),  which  would  entail  costly  and time
consuming  clinical  studies.  In  addition,  DSHEA  allows the dissemination of
"third  party  literature", publications such as reprints of scientific articles
linking  particular  dietary  ingredients  with  health  benefits.  Third  party
literature  is exempted from FDA regulation as dietary supplement "labeling" and
may  be  used  in  connection with the sale of dietary supplements to consumers.
Such  a  publication  may  be so used if, among other things, it is not false or
misleading,  no  particular  manufacturer  or  brand  of  dietary  supplement is
promoted  and a balanced view of available scientific information on the subject
matter  is  presented.  There  can  be no assurance, however, that all pieces of
third  party literature that may be disseminated in connection with our products
will  be  determined  by  the FDA to satisfy each of these requirements, and any
such  failure  could subject the product involved to regulation as a new drug or
as  a  "misbranded"  product.


                                      -18-
<PAGE>
DSHEA  permits  substantiated,  truthful  and  non-misleading  statements  of
nutritional  support  to  be  made  in  labeling,  such as statements describing
general  well  being  resulting  from consumption of a dietary ingredient or the
role  of  a nutrient or dietary ingredient in affecting or maintaining structure
or  function  of  the  body.  Any  statement  of  nutritional  support  beyond
traditional  claims  must  be  accompanied  by  disclosure  that the FDA has not
evaluated such statement and that the product is not intended to cure or prevent
any  disease.  We  anticipate  that  the  FDA will promulgate Good Manufacturing
Practices  (hereinafter  "GMPs"),  which are specific to dietary supplements and
require  at  least  some of the quality control provisions contained in the GMPs
for  drugs.  Management  anticipates that the FDA may promulgate GMP regulations
authorized  by DSHEA, which are specific to dietary supplements.  GMP regulation
would  require  supplements to be prepared, packaged and held in compliance with
such  rules, and may require similar quality control provisions contained in the
GMP  regulations  for  drugs.  There can be no assurance that, if the FDA adopts
GMP  regulations  specific  to  dietary  supplements,  that  either  we  or  our
manufacturers  will  be  able to comply with such GMP rules upon promulgation or
without  incurring  material  expenses  to  do  so.

Our products and product related activities may also be subject to regulation by
other  regulatory  agencies,  including but not limited to the FTC, the Consumer
Products  Safety  Commission,  the  United States Department of Agriculture, the
United  States Postal Service, the United States Environmental Protection Agency
and the Occupational Safety and Health Administration. These activities are also
regulated by various agencies of the states and localities in which our products
are  sold.

Advertising  of  dietary supplement products is subject to regulation by the FTC
under  the  Federal Trade Commission Act (hereinafter the "FTCA").  Section 5 of
the  FTCA  prohibits unfair methods of competition and unfair or deceptive trade
acts or practices in or affecting commerce. Section 12 of the FTCA provides that
the  dissemination  or  the  causing to be disseminated of any false advertising
pertaining  to  drugs  or foods, which would include dietary supplements, is and
unfair  or deceptive act or practice.   Under the FTC's Substantiation Doctrine,
an advertiser is required to have a "reasonable basis" for all objective product
claims  before  the  claims  are  made. Pursuant to this FTC requirement, we are
required to have adequate substantiation of all material advertising claims made
for  its  products.  Failure to adequately substantiate claims may be considered
either  deceptive  or  unfair  practices.

In  recent  years  the  FTC  has  initiated  numerous  investigations of dietary
supplement and weight loss products and companies. The FTC has recently issued a
guidance  document to assist supplement marketers of dietary supplement products
in  understanding  and  complying  with  the  substantiation  requirement.


                                      -19-
<PAGE>
The  FTC  is  authorized  to  use  a  variety  of  processes  and  remedies  for
enforcement,  both administratively and judicially including compulsory process,
cease  and  desist orders, and injunctions. FTC enforcement can result in orders
requiring,  among  other  things, limits on advertising, corrective advertising,
consumer  redress, divestiture of assets, rescission of contracts and such other
relief as may be deemed necessary. State and local authorities can also regulate
advertising  and  labeling for dietary supplements and conventional foods. There
can  be  no  assurance  that  state  and  local  authorities  will  not commence
regulatory  action  that  could  restrict  the  permissible scope of our product
claims.

GYM  KIOSKS


With  the acquisition of Nutrition Clubstores in March 2000,  management intends
to  open  up  point  of  purchase "micro-stores" or "kiosks" located in gyms and
other  health  clubs,  carrying  popular  brand  sports  and  general  nutrition
supplements.  The stores will  range in size from 8' x 8' to 12' x 12'.    There
are currently 10 Nutrition Clubstores operating throughout the country; 5 in New
York,  2  in  Florida,  1 in California, 1 in Iowa and 1 in New Hampshire.   The
stores  currently  operate  in  Gold's  Gyms  and  our initial expansion will be
targeted  at  various Gold's Gym's.  We plan to expand by opening several stores
in  the  same  geographic area.  To date, however, we have opened no new stores.
We  are  currently  targeting  California and Florida for our initial expansion.
However,  we  may  pursue  opportunities  in other parts of the country and open
kiosks  in  facilities  other than Gold's gym.   The stores currently carry over
300  popular,  leading  brand sports nutrition products, drinks and bars.  As we
begin  to  integrate  these  Clubstores  with  our  own  operations,  we plan to
introduce  more  of  our  products  into  the  product  sales  mix.


BOTTLED  WATER.

In  May  1999,  we  acquired  the assets   of Ice Cold Water Co. Inc., a bottled
water  distributor located in the Tampa, Florida area.  Ice Cold  Water delivers
bottled  water  to  a  base of customers in the Tampa, Florida area.  We operate
this  business  through  our  wholly  owned  subsidiary,  Cooler  Group,  Inc.
Customers  typically  either  own  or  rent  their water coolers from Ice Water.
Rental  customers  typically  sign  a  one
year  contract,  providing Ice Water with a modest, but relatively stable stream
of  revenue  from  both  a  monthly cooler rental charge and the sale of bottled
water.  Water  only  customers  generate  revenues  for  us  through the sale of
bottled  water  and  ancillary services such as cooler repairs.  We believe that
direct  delivery  water cooler companies enjoy several advantages over retailers
of  bottled  water.


                                      -20-
<PAGE>
Management  believes the strong industry growth has been and will continue to be
driven  by:  (i)  concerns  related  to  the  quality of tap water sources, (ii)
consumer  preferences  for  healthy  products,  (iii) taste preferences over tap
water  and  other  refreshment  beverages  and  (iv)  favorable  demographics.

Tap  Water  Concerns.
The aging of the tap water supply infrastructure and the high cost of adequately
maintaining  or  replacing  existing  water delivery systems have resulted in an
increase  in  tap  water contamination incidences in recent years. Consequently,
there  has been a decrease in consumers' confidence in the quality of tap water,
accompanied  by an increase in consumption of bottled water. Management believes
that  this  trend  will  continue.

Healthy  Products.

There  is a movement toward a healthier lifestyle and the consumption of healthy
products,  a  theme  that  we attempt to promote in our varied line of products.
Within  the  "healthy  products"  segment, clear or natural colored products are
experiencing  significant  growth.  Bottled water is perceived as a product with
strong  health  and  fitness  appeal.

Competition.

The  bottled  water  industry is highly fragmented in North America. The bottled
water  market  is  comprised  of  approximately  2,500  companies  generating
approximately  $4.0  billion  in  sales.  Of  these  companies, the five largest
companies  account for approximately 55% of the total market, with the remainder
comprised  of hundreds of small regional companies. Management believes that the
industry  will  continue  to consolidate as (i) operating leverage of the larger
companies  makes  the smaller companies uncompetitive, (ii) succession issues at
many  smaller,  family owned companies lead a number of independent companies to
exit  the industry, and (iii) pressure to meet improving water quality standards
eliminates  low  quality  producers.

We  compete  in  the  "alternative to tap water" market in two areas.  First, we
compete  directly with other home and office delivery bottled water companies in
our geographic markets. This segment is highly fragmented with the vast majority
of  the  companies  being  operated  as  small entrepreneurial and family  owned
businesses.  We  also  compete  indirectly with companies that distribute  water
through  retail  stores  and  vending  machines.

Management  believes  that the competitive advantage of water coolers over these
alternative  distribution channels is primarily based on the convenience of home
or  office  delivery and, to a lesser extent, price.  Similarly, we compete with
providers of on premises water filtration systems, including systems distributed
through retail outlets,  which  we believe are aimed at less affluent consumers.
In certain markets, we market and provide on premises  water filtration systems.


                                      -21-
<PAGE>
The  "alternative  to  tap  water"  industry  also  includes  a  number  of well
established  well capitalized  companies.  These include Nestle S.A., which owns
Perrier and the Perrier  Group  of  America.  Perrier  Group of America operates
the Arrowhead, Poland  Spring, Zephyrhills, Ozarka, Oasis and Great Bear brands.
Suntory owns Belmont Springs, Hinkley & Schmitt, Crystal, Kentwood, and Polar.
BSN Group owns the Evian and Dannon  brands and also operates the Crystal Spring
(Toronto), Spring  Valley,  and  Laurentian  businesses.  McKesson  Corporation
operates  the  Sparkletts  business.  Ionics  Incorporated operates the Aquacool
businesses.  In  addition,  United  States  Filter  Corp.  and  Culligan  Water
Technologies, Inc. compete  in  the  water  filtration  segment.

Business  and  Products.

We  primarily  market  two  types  of water.  These are spring water and premium
drinking  water.

Spring  Water.

Spring  water  is  water that has been naturally filtered by its passage through
various  geological  layers, and is drawn from a protected underground reservoir
called  an  aquifer.  It can then be either bottled at the source or transported
in  stainless  steel  tankers to a more strategically located bottling facility.
Before  bottling,  spring  water  is passed through a micron filter that removes
sediment  while retaining the natural mineral content of the water. The water is
then  purified  through  an  industry  standard  purification  process  known as
ozonation.

The  Company  draws  its  spring  water  from local sources. The spring water is
bottled  at  the  source  or  transported  to  an  independently  owned bottling
facility.  At  the bottling facility, the spring water is filtered and ozonated.
Ozonation  is  a  process  whereby  impurities  not  removed  through  ordinary
filtration  are  removed through the injection of oxygen. The process involves a
special form of oxygen, ozone, which is the strongest disinfectant and oxidizing
agent  available  for  water  treatment. The added oxygen quickly dissipates and
results in tasteless and odorless purification as compared to chlorination. This
process  is  designed  to  prevent  bacteria  and  other contaminants from being
transferred  from  the  spring  or  the  tanker  to  the  finished  product.

Premium  Drinking  Water.

Premium  Drinking  Water  is  drawn  from  local municipal sources. It is passed
through a series of carbon and sand filters, processed by either reverse osmosis
or  deionization, ozonated and then bottled. Premium drinking water has 99.9% of
all  impurities  removed  from  it,  including  its  natural  mineral  content.


                                      -22-
<PAGE>
Premium  drinking  water,  like  spring  water  is  obtained from an independent
bottler.  Premium  drinking  water is accessed through local, publicly available
water  supplies.  It  is  further  purified  through  reverse  osmosis to remove
chlorine  and  other  chemicals  frequently found in tap water. The product then
goes  through the ozonation process prior to bottling as premium drinking water.

All  water  is  obtained  from  sources  in  the  Tampa  area.  We do not do any
bottling;  rather,  we  rely  upon independent bottlers to deliver our supply of
water  bottles  and  coolers  that,  in  turn,  are  delivered to our customers.

Water  Coolers.

Rental  customers  typically  sign  a  one
year contract, providing us with a stream of relatively stable revenue from both
a  monthly  cooler  rental  charge and the sale of bottled water.  While pricing
varies depending on the water cooler selected and the lease term selected by the
customer,  our  current  average  monthly  rental  charge  for  our  coolers  is
approximately  $8  -$10  per  month.

We  strip  down,  clean,  and  redeploy  returned water coolers prior to all new
installations.  Our  average cost per water cooler is approximately $150, and we
estimate  that the average life of a water cooler is ten (10) years. The typical
pay  back  period on a water cooler investment (assuming only rental revenue) is
approximately  fifteen  (15)  months.  In the event of termination of the rental
agreement,  water  coolers can be readily redeployed at a relatively low cost to
us.  In  addition,  we  charge  a water cooler collection fee in certain markets
when  a  customer  opts  to  discontinue  purchasing  water.

Delivery.

We  believe  that  one  of  the  most important success factors in the delivered
bottled  water  business  is delivery route efficiency.  Route efficiency is the
critical  cost factor in the water cooler business, as the average cost of local
delivery  per bottle is over four (4) times the cost of preparing one (1) bottle
for  distribution.  However,  the  marginal  distribution  cost of an additional
bottle  on  an  existing  route  is  relatively  low.

Employees.

With  the  addition  of  Nutrition Clubstores, we currently have forty five (45)
employees,  of whom twenty three (23) are employed full-time and twenty two (22)
are  employed  part-time.


                                      -23-
<PAGE>
Year  2000  Compliance.

Our  systems are Year 2000 ("Y2K") compliant. The cost of such compliance on our
part was less than $5,000. We have experienced no adverse affects related to the
Y2K  compliance  issue  at  any  time.  We  are  unaware  of any adverse affects
experienced  by  any  of  our  suppliers  related  to  the Y2K compliance issue.

ITEM  2  PROPERTIES


Our  executive  offices are located at 777 South Harbour Island Boulevard, Suite
780,  Tampa,  Florida  33602,  where we lease approximately 2,772 square feet of
office space at a monthly rent of $5,197.50. We feel that this space is adequate
for  our needs at this time. The current lease term expires on October 31, 2003.
Upon such expiration, we believe that we will be able to obtain renewal terms or
a  lease  for  new  space  at  terms  favorable  to  the  Company.


We  have  purchased  a  17,000  square  foot  warehouse  facility in Clearwater,
Florida.  The  total  purchase  price  for  the property was $1.2 million.  This
facility  houses  our  Nutrition  Cafe  operations.

Item  3  Legal  Proceedings.

Product  Liability.


Five  lawsuits  and  three notifications of consumer-protection claims have been
made  or  filed  against us in connection with the sale of Revivarant, a product
containing  the  chemical  GBL  which  has  been determined by the Food and Drug
Administration  to  be  unsafe  for  human consumption.  This substance was sold
throughout  the  United  States  in  health  stores.  Pursuant  to  a  voluntary
agreement  with  the  Food and Drug Administration, we have removed this product
from  sale.


In an action filed in the District Court of the Fourth District of Idaho on June
7,  1999 (Case No. CV PI 9900250D; Jensen v. Body Life Sciences, Inc. & Trimfast
Group,  Inc.  ),  in  an  action filed in the Circuit Court for Harrison County,
Mississippi  on  June  14, 1999 (Peck v. Trimfast Group, Inc.) and in a separate
action  filed  in  the  Circuit  Court  of Tennessee for the Thirteenth Judicial
District at Memphis on April 5, 1999 (Case No. 301672-5TD; Cliffton v. Body Life
Sciences,  Inc.,  seeking  $400,000  in  compensatory  damages  and  $350,000 in
punitive  damages),  the consumer of the product alleges serious harm, including
seizures  and  loss  of  consciousness  requiring  hospitalization,  from  the
consumption  of Revivarant.   In the Jensen case, the plaintiff has requested an
unspecified  amount  of  damages  "to  be proven at the time of trial, including
punitive  damages." In the Peck case, the plaintiff has requested an unspecified
amount of "actual, compensatory  and  punitive  damages."  In  an  action  filed
by Anthony Brooks against Body Life Sciences, the case is now pending in federal
court  in  the  United  States  District  Court  for  the  Western  District  of
Tennessee as a companion  case  to  the  Clifton  litigation.


                                      -24-
<PAGE>

In an action filed August 6, 1999 in state court in Fulton County, Georgia, Shaw
v.  Body  Life  Sciences,  TrimFast  Group et al. (Case No.  99-US 156301-E) the
Plaintiff alleges personal injuries as a result of the consumption of Revivarant
and  seeks  unspecified  damages.


We  estimate  that  the  total  damages sought in these cases may be millions of
dollars  in  aggregate.  We  have retained counsel to represent our interests in
these  claims,  but  have not had a sufficient period of time to investigate the
merits  of  these  claims.


All  of the aforementioned claims have been submitted to Royal Insurance Company
who issued a product liability policy to our third party manufacturer.  In March
2000  the  Company  was denied coverage from Royal Insurance Company.     At the
time  that  the  alleged  causes  of  action  arose, we had no product liability
insurance  in  our  own name.  We have since obtained a policy with an effective
date  of May 27, 1999.  Our product liability insurance will not be available to
cover  these  claims, should we be found liable.  As such, our business, results
of  operations  and  financial  condition could be adversely affected, if we are
found  liable  for  these  claims.

Since  our product liability insurance only became effective on May 27, 1999, we
have  no  insurance coverage for the above mentioned claims or for future claims
relating  to  the  sale  of  Revivarant.  Further,  we  have insufficient assets
available  to  pay  any such product liability claims.  Any judgment or claim in
favor  of  a  claimant  could  have  a materially adverse effect our operations,
including  that  we  may  be  unable  to  continue  in  business.


We  are  presently engaged in various legal actions as mentioned above, although
ultimate  liability  for  such other actions cannot be determined at the present
time.  As  a  result,  our  business  could  be  adversely  affected.

Intellectual  Property.

In  June  of 1999, we received a written communication from counsel for Slimfast
Foods  Company  including a demand to cease and desist use of the TrimFast name.
To  date,  no  litigation  has  been  filed in this matter, and management feels
confident  that  our registration of the name with the U.S. Patent and Trademark
office  as well as the State of Florida will be sufficient to defend this usage.
We  believe  that there is no confusion between the TrimFast and Slimfast in the
marketplace,  and the matter has been referred to outside counsel for an opinion
on  this  matter.  Should  Slimfast Foods Company file suit in this matter and a
judgment  be rendered against us, it could have a material adverse effect on our
business  and  operations.


                                      -25-
<PAGE>
Breach  of  Contract.

Phillips  Pharmatech  Labs  filed  suit against us on July 12,1999 (County Court
Pinellas  99-004791;  Phillips  Pharmatech  Labs  v.  Body  Life Sciences, Inc.)
seeking  damages  in  the  amount  of  $14,000 in outstanding invoices for prior
products  not  delivered.  We  have  not  had  the  opportunity  to evaluate the
likelihood of an unfavorable outcome in this suit, but plan to vigorously defend
this  action.  Should  a  judgment  be granted against us, the amount should not
exceed  the  damages  claimed.

On  June  14, 1999, a suit was filed against us for breach of contract (Case No.
99-8611CC;  L.  & N. Label Company, Inc.  v. Trimfast, Inc.) claiming damages in
the  amount of approximately $10,500.00 as a result of labels being produced for
us.  We  have  not  had  the  opportunity  to  evaluate  the  likelihood  of  an
unfavorable  outcome  in  this  suit, but plan to vigorously defend this action.
Should  a  judgment  be  granted  against  us,  the amount should not exceed the
damages  claimed.


On  April 21, 1999, a suit was filed against us for breach of contract (Case No.
99-5117CC; Graffiti Graphics Corporation  v. Trimfast, Inc.) claiming damages in
the  amount  of approximately $5,500.00. The complaint was for services rendered
in  connection  with  the  delivery  of  labels for our products.  The Company's
position  in  mediation  was  that  the  labels  did  not  meet  the  company's
specifications.  At mediation the parties entered into a payment plan.  Payments
were not made by Trimfast and a final judgment A judgment was awarded against us
in  the  amount of $6,442.95.  Plaintiff has garnished our bank account for this
amount  and  a  satisfaction  of  judgment  should  be  forthcoming.

On  June  1,  1999,  a suit was filed against us for breach of contract (Supreme
Court  of  New Jersey Docket # BER-L-4756-99; Kingchem, Inc.  v. TrimFast Group,
Inc.) claiming damages in the amount of approximately $35,000.00.   Kingchem was
one  of  our suppliers until a dispute arose about the quantity of supplies that
had  been  delivered  to  us.    A  default  has been entered against us in this
matter  in  the  amount  of  $34,949.

On  March  27,  2000  a suit was filed against us for breach of contract (United
States  District  Court  for  the Southern District of New York Docket # 00CV229
Gainsford  Ventures,  Inc.  v.  TrimFast  Group,  Inc.  Harry  Kay,  its  former
president,  Arcobel  Investment  and  Interwest  Transfer  Company,  our  former
transfer  agent.  The  suit  alleges,  that 600,000 shares of the TrimFast stock
which  was  previously owned by Kay was improperly canceled by the Company while
still  validly  owned  by  the  Plaintiff Gainsford Ventures, SA.  Gainsford has
demanded  the removal of the stop transfer order from their share certificate(s)
or  in the alternative demanded that the company reissue new share certificates.
Gainsford has also alleged in its complaint a breach of fiduciary responsibility
on  the  part of the Company.   In addition to the allegations made by Gainsford
Ventures,  Royalsea  International  Incorporated,  a  Panamanian corporation has
alleged  a  breach of a consulting agreement with the Company and is seeking the
issuance  of  270, 000 shares of the company's common stock.  In addition to the
remedies  set forth herein, the Plaintiffs seek $100,000 in compensatory damages
and $10,000,000 in punitive damages.   As of April 6, 2000,  the Company has not
been  formally  served  with the complaint, has not had an opportunity to retain
counsel,  has  not  had  an opportunity to  review the merits of the allegations
contained  therein or to discuss the facts surrounding the transactions with the
named  Plaintiffs  with  the  Company's  former  president,  Harry  Kay.


                                      -26-
<PAGE>
On  February  8,  2000  Aryeh Trading filed an action in Pinellas County Circuit
Court  (Case No.  00-802) against TrimFast seeking specific performance pursuant
to  an  agreement  for  the  Company to purchase 155,000 shares of the Company's
common  stock  at  $8.25  per share.  The Plaintiff also seeks to foreclose on a
mortgage  on  our  warehouse  facility from which we operate Nutrition Cafe.  We
believe  that the underlying agreement requires arbitration of any disputes.  As
a result, management believes such action will be dismissed or delayed pending a
proper  resolution  of  the  issues concerning enforceability of the arbitration
provision.  We  also  believe  that  the  instrument which allegedly created the
Plaintiff's  interest in the real property is not in recordable form and can not
be  the  basis  to  file a mortgage foreclosure action.  The Company has filed a
Motion to Dismiss with respect to both causes of action.  Discovery is beginning
and  no  opinion  is  available  as  to  the  likely  result.

 Francois  Goelo  has recently filed an action in Hillsboro County Circuit Court
(Case  No.  00-1444)  against  TrimFast  Group,  Inc., Michael Muzio and certain
other  parties  in  connection with delivery of 22,000 shares of TrimFast shares
and  100,000 shares of common stock of Sierra Holdings Group.  The complaint, is
a  multi-count  complaint  and  includes counts for breach of contract, specific
performance,  fraud  and  civil  theft.  The  complaint  alleges that a total of
$95,750  ($77,000 for the TrimFast shares) was delivered as per the instructions
of  Mr.  Muzio.  The  shares  of  common  stock  have  not been delivered to Mr.
Goelo.  Mr.  Muzio has advised the Company that the shares of common stock to be
given  to Mr.  Goelo were shares of common stock personally owned by Mr.  Muzio.
The  Plaintiff  seeks  delivery  of  the  shares of common stock pursuant to the
agreement and seeks compensatory and punitive damages in excess of $790,000.  On
May  3,  2000 plaintiff offered to settle this matter whereby whereby Mr.  Muzio
would pay $95,750 and transfer to the plaintiff 20,000 shares of TrimFast common
stock.  In  addition,  the settlement offer provides that the parties will enter
into  a joint stipulation for dismissal of the action and execution of a general
release.  The  Company  and  Mr.  Muzio  have  communicated  to  the plaintiff's
counsel  that  we  intend  to  accept  this  offer.

On  February  4,  2000, a suit was filed against us in Superior Court, San Diego
County  California.(Case  No. GIC-742910) Popov and McCullogh LLP, Plaintiff vs.
TrimFast  Group,  Inc.,  Defendant.  The case alleges that during 1999 Popov and
McCullogh LLP performed services on behalf of TrimFast Group, Inc. and was never
compensated  for  those  services.  The  Plaintiff  seeks  payment  for services
rendered in the amount of $5,978.59. We have not had the opportunity to evaluate
the  likelihood  of  an  unfavorable  outcome  in  this  suit.



                                      -27-
<PAGE>
Other.

In  1999,  we  initiated  a legal proceeding against a former major customer  in
April  of  1999  (Case  No.  99-003807;  Body  Life  Sciences, Inc. v. Threshold
Technology,  Inc.)  to  collect  amounts  receivable  from  such  customer in an
approximate  amount  of  $535,000.00  as of December 31, 1998.  Such receivables
related  to  products sold to that customer during 1998, a portion of which were
voluntarily  recalled by us in January 1999, but never returned by the customer.
The  amounts recalled included 27 boxes of (12 count) 32oz. Revivarant, 1 Box of
(9 count) 32oz. Revivarant, 3 Bottles of 4oz. Revivarant, 29 Boxes of (12 count)
200g  Revivarant  and some individual products from these lines.  These products
were voluntarily recalled because they contained GBL, which was found by the FDA
to cause significant and potentially dangerous sedating effects.  These products
have  no  commercial  value  as  they  were  recalled.  We  have  had difficulty
ascertaining  the  domicile of corporation, and are in the process of attempting
to  confirm  that we are making a claim against the appropriate defendant.  Once
this  is  ascertained,  we  will  proceed  with  this  action.

Bankruptcy.

We  incorporated  HLHK  International  Systems  Pte  Ltd.,  as  a  wholly  owned
subsidiary  in the State of Nevada on July 8, 1996 to conduct telecommunications
business in Malaysia and Singapore.  This entity filed for bankruptcy protection
in  Singapore,  and  pursuant  to  The Companies Act Cap 50, the affairs of HLHK
Interactive  were  wound  up by High Court Order No. 84 of 1988 on May 22, 1998.
We have no operations through this subsidiary and do not plan to have operations
through  this  subsidiary  in  the  future.

Item  4.  Submission  of  Maters  to  a  Vote  of  Security  Holders

     There  were no votes submitted during the fourth quarter of the fiscal year
to  a  vote  of  the  Registrant's security holders, through the solicitation of
proxies  or  otherwise.

                                  PART  II

Item  5.  Market for Registrant's Common Equity and Related Stockholder Matters.

(a)     Market  Information


Our  common  stock  is currently traded on the National Quotation Service Inc.'s
"Pink  Sheets"  under  the  symbol  "TRIM."  As  of  March  31, 2000, there were
5,097,362  common  shares  and  15,000  Convertible  Preferred  Class  A  shares
outstanding.  There   is  limited  trading activity in our securities, and there
can  be  no  assurance  a  regular  trading  market for our common stock will be
sustained.


The following table sets forth, for the period indicated, the bid price range of
our  common  stock.  Please  note  that the prices reflected prior to August 12,
1998  reflect  those  of  World  Group and are not representative of the current
business  activities  reflected  throughout  this  registration  statement.

                                               High  Bid     Low  Bid
1998
Quarter  Ended  March  31,  1998               $  12.50      $  2.50
Quarter  Ended  June  30,  1998                    5.31         3.10
Quarter  Ended  September  30,  1998               2.60         1.50
Quarter  Ended  December  31,  1998                5.30         1.20

1999
Quarter  Ended  March  31,  1999               $   6.31      $  2.75
Quarter  Ended  June  30,  1999                   10.37         5.12
Quarter  Ended  September  30,  1999               9.187        7.06
Quarter  Ended December 31, 2000                   7.31         4.00

2000
Quarter  Ended  March  31  2000                    7.25         3.50


Such  market  quotations reflect the high bid and low prices as reflected by the
OTCBB  or by prices, without retail mark-up, markdown or commissions and may not
necessarily  represent  actual  transactions.  The  following companies serve as
market  makers  for  our  securities:  D.L.  Cromwell,  Wilson  Davis and Knight
Securities.  Until  November  1999,  Aryeh  trading  served  as a  market maker.


(b)     Holders

As  of  March  31,  2000  there  were approximately 196 holders of record of our
common  stock.

(c)     Dividends

We  have  not  paid  any  cash  dividends  since our inception, and the Board of
Directors  does not contemplate doing so in the near future. Any decisions as to
future  payment  of dividends will depend on our earnings and financial position
and  such  other  factors,  as  the  Board  of  Directors  deems  relevant.


                                      -28-
<PAGE>

(d)       Recent  Sale  of  Unregistered  Securities

On  August  12,  1998,  while  we were still known as HLHK World Group,Inc., and
while  we  had a total of 817,749 shares of common stock issued and outstanding,
we acquired 100% of the issued and outstanding common stock of Trimfast, Inc., a
Florida corporation,  in exchange for 1,370,049 shares of our stock.  Under this
exchange  every  3  of  our shares were exchanged for every 1 of Trimfast,Inc.'s
shares. Concurrent with the acquisition, 5,500 additional shares of common stock
were  issued  to  an  attorney  and  an  employee.

On  August 12, 1998, concurrent with our acquisition of Trimfast, Inc., Florida,
we  issued  75,000  shares  of our common stock to our principal stockholder, in
exchange  for  $491,198  which  he  owed  to  him.

In December 1998, our principal stockholder and president, Mike Muzio, exchanged
$126,644  of  loans  due to his wholly owned affiliates for 70,358 shares of our
common  stock valued at a market price of $1.80 per share based upon the trading
price  of  our  common  stock  at  the  exchange  rate.

During 1999, we issued 44,500 shares of our common stock to unrelated parties in
exchange  for  loans payable of $70,125 plus accred interest resulting in a loss
on  extinguishment  of  debt  of  $150,979.

During  1999,  we  issued  7,321 shares of common stock to an unrelated party in
exchange for the remaining unpaid balance of a loan payable plus accred interest
of  a  total  of  $30,882.

During  1999,  one  of  our  principal stockholder returned 50,000 shares of our
common  stock  to  us  to  settle  $400,000  of  liabilities  owed  to  us.

During  1999,  we issued 655,005 shares of our common stock to unrelated parties
for  cash  consideration  of  $635,750. Included in these shares are the 155,000
restricted  shares of common stock issued to Aryeh Trading for $4.00 each. Under
agreements dated October 22, 1999 and November 10, 1999 the Company is obligated
to  repurchase  these  shares  for  $8.25  or  at a higher amount pursuant to an
escalation  clause  where  the  price increases $0.25 per share per month if not
repurchased  by  a  set  date.  To  date  none  of  the 155,000 shares have been
repurchased.  When  repurchase,  we  will  account  for these shares as treasury
stock.

During  1999,  we  issued  918,300 shares of our common stock to consultants and
other  professionals, in exchange for consulting and other professional services
during  1999  and  payment  of  software,  all of which was valued at $4,745,061


                                      -29-
<PAGE>
During  1999,  we  issued  104,900  shares  of our common stock to employees for
$500,180  representing  bonuses  to these employees.  The shares of common stock
were  valued  for  accounting purposes on the trading price of the grant date of
the  commons  stock.

During  1999, we issued 100,000 shares of common stock valued at $4.75 per share
to  an  escrow  account  as a $475,000 security deposit for an inventory line of
credit.

The  above  issuances  of  our common stock were made by us in reliance upon the
exemption  from  registration  contained in Section 4(2) of the Act. We believed
Section  4(2)  was  available  because  there  was  no  general  solicitation or
advertising  used  in  connection  with the offering and the transaction did not
involve  a  public  offering.


We  conducted an offering pursuant to Rule 504 of Regulation D of the Securities
Act  of  1933, as amended, raising total cash proceeds of $934,500 and resulting
in  the issuance of 403,000 shares of common stock. At the time of the offering,
we  were not subject to the reporting requirements of Section 13 of 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"). We were not a
development  stage  company at the time of the offering and had not raised funds
in  the  twelve  months prior to the offering in reliance on Section 3(b) of the
Act.  A  Form  D  was  filed  in connection with the offering. These shares were
purchased  from February 9, 1999 through April 5, 1999. Each shareholder in this
offering  received  subscription  documents  stating that the securities had not
been  registered  under the Act, and subsequently made representations that they
were  purchasing  for  investment  purposes  only  and  not  with  a view toward
distribution  of  the  securities.


In  May  of  1999,  we  issued warrants for the purchase of 40,000 shares of our
common stock in exchange for placement services. Of these, 20,000 were issued to
Cranshire  Capital and are exercisable on any date until May 12, 2000 at a price
of  $4.00  per  share.  The  remaining  20,000  were  issued  to  Namex  and are
exercisable  on any date until May 13, 2000 at a price of $7.00 per share. These
warrants  were  issued  without  registration  in reliance on the exemption from
registration  provided  in  Section  4(2)  of  the  Securities  Act.



                                      -30-
<PAGE>
In  June  1999,  we  issued  a  total of $1,000,000 in convertible debentures to
CalpII LP, a Bermuda corporation with a mailing address in Toronto, Ontario, out
of  a total offering of $3 million which mature on June 14, 2002. After the date
of  issuance  and  continuing  until  the  maturity  date of the Debentures, the
Debentures  may  be  converted,  at the option of the holder, into shares of our
common  stock,  $0.001  par  value  per share at a conversion price equal to the
lesser  of  $8.50 or 80.0% of the 5 day average closing bid price as reported by
Bloomberg,  LP  for  the  five  consecutive trading days prior to the conversion
date.  The  Company  issued these debentures in reliance upon the exemption from
registration  contained  in Section 4(2) of the Act and Rule 506 of Regulation D
promulgated  under  the  Act.  The  issuance of the convertible debenture was an
isolated  issuance  of  securities  to  a  non-U.S.  entity,  which  is  also an
accredited investor. We believed section 4(2) was available because there was no
general solicitation or advertising used in connection with the offering and the
transaction  did  not  involve  a  public  offering.


In  July 1999, we issued 15,000 Class A convertible preferred shares and 223,881
warrants. Cranshire Capital purchased 5,000 preferred shares and 74,627 warrants
for consideration of $300,010.  Dotcom Fund purchased 3,000 preferred shares and
44,776  warrants  for  consideration  of  $500,010. Keyway Investments purchased
5,000  preferred  shares  and  74,627 warrants for $500,010. Robert Productions,
Inc.  purchased  2,000 preferred shares and 29,851 warrants for consideration of
$200,010.  The  debentures  contain  a beneficial conversion feature whereby the
stock  is  convertible  any  time  after  the issuance date at the lesser of (a)
$8.5938  or  (b)  80%  of the market price of the common stock as defined in the
Agreement.  The  preferred  stock entitled the holder to receive on each July 1,
and  January  1, commencing January 1, 2000 cumulative dividends at 8% per annum
computed  on  the  basis  of  $100  per  preferred  stock.   The  warrants  are
exercisable  at  any time until July 16, 2002 at an exercise price of $10.31 per
share  and  vest  immediately.   The  Company  relied  upon  the  exemption from
registration  provided  in Section 4(2) of the Act. We believed Section 4(2) was
available  for  the  issuance of the preferred shares and warrants because there
was  no general solicitation or advertising used in connection with the offering
and  the  transaction  did  not  involve  a  public  offering.

We  have  received  notice from Cranshire Capital, L.P., The DotCom Fund, LLC, S
Roberts  Productions, LLC and Keyway Investments Limited, the subscribers to the
Company's Series A Convertible Preferred Stock that each seeks redemption of its
holdings,  a  total  of  1,500  preferred  shares issued to these investors. The
investors  seek  a  total  of  $1,875,000  for  the redemption of their Series A
Preferred Stock plus all accrued but unpaid dividends and all accrued but unpaid
liquidated  damages.  The  redemption requirement applies unless the Company has
registered  the  Common  Stock  issuable  upon  conversion  by the holders.  The
Company is unable to register the underlying common stock at this timebecause it
cannot  file  a  registration  statement  with  the  Securities  and  Exchange
Commission  that complies with the accountants' report requirements. The Company
[was/is]  required  to  cause a registration statement covering the shares to be
declared  effective  before  November, 2000.  There can be  no  assurances  that
we  will  ever  be in a position to file a registration statement  that complies
with  the  applicable  requirements.



                                      -31-
<PAGE>

In  July  of  1999,  we  issued warrants to purchase 68,000 shares of our common
stock  in  exchange  for  consulting  services.  Of these, 18,000 were issued to
Francois Goelo and are exercisable on any date until July 26, 2000 at a price of
$4.00  per  share.  The  remaining  50,000  were  issued  to  Sal  Russo and are
exercisable on any date until July 29, 2000 at a price of $4.00 per share. These
warrants  were  issued  without  Registration  in reliance on the exemption from
registration  provided  in Section 4(2) of the Act. We believed section 4(2) was
available  because  there was no general solicitation or advertising used in the
transaction  did  not  involve  a  public  offering.


Item  6.   Management's  Discussion  and  Analysis  of  Financial  Condition and
Results  of  Operation.


RESULTS  OF  OPERATIONS.

Sales for the twelve months ended December 31, 1999 were $631,388 as compared to
$1,925,332 for the year ended December 31, 1998.  Cost of sales were $396,072 as
compared  to  $567,472  resulting  in  a  gross  profit  for 1999 of $235,316 as
compared  to  $1,357,860  for  1998.  Our  Gross  profit  margin  in  1998  was
approximately 70% of sales as compared to a gross profit margin of approximately
37.2%  in  1999   The  significant decline in sales is primarily attributable to
our  decision  to  discontinue  the  sale  of Revivarant, a muscle replenishment
supplement,  which  accounted  for approximately $1.4 million of revenues during
1998.  This decision was initiated by an industry wide investigation by the Food
and  Drug  Administration  into  the  active ingredient in Revivarant.  With the
discontinuance  of  Revivarant,  the Company had to change its product mix.  The
change  in  product  mix  resulted  in  a  significant  decline  in our margins.
Management  hopes  to  identify and concentrate on those products which generate
maximum  revenues  and  margins.


The significant increase in inventory was required to meet product demand on the
Nutrition  Cafe  website.    We  have  also  increased  inventory levels to meet
anticipated  demands  for  our WCW Ultra Energy Bars and the likely demand which
will  be generated from product sale as we incorporate Nutrition Clubstores into
our  operations.    While  it  is  impossible  to  determine  with any degree of
certainty whether management has accurately forecast demand, management believes
that inventory levels are adequate to meet demand without being excessive and to
better  insure  that  inventory  levels  remain in line with anticipated demand,
management  intends  to  evaluate  inventory quarterly for obsolete products and
write  down  as  necessary.


                                      -32-
<PAGE>
Although  compensation  increased  from  $983,773  to  $1,094,575  in  1999,
approximately  $762,000  of  the  1998  amount  represents  compensation  income
attributable  to  Mr.  Muzio  attributable  to  his  purchase  of  shares of the
Company's  common  stock  from  its  former  president and affiliate, Harry Kay.
Excluding  this non-cash expense item compensation expense increase  nearly five
fold  as  a  result  of  several  factors.  Until  August  1998 we operated as a
privately  held  company  and  not  as  a consolidated entity., As a result, the
salaries  for  1998  consisted  of our president/chief executive officer Michael
Muzio and our executive vice president, G. Vosler.  Our 1999 salaries included a
full  year  of salaries for Mr. Muzio, Mr. Vosler as well as an increased number
of  support  staff.  In addition, during 1999 we added two new subsidiaries, Ice
Cold  Water  and  Nutrition  Cafe ,  which  account for approximately 40% of the
increased  salary reported.  In addition, approximately $500,000 of compensation
expense  is  non-cash relating to common stock issued to employees for services.
Moreover,  the  employment  market  in Tampa has been highly competitive in 1999
resulting  in  our  company  paying  higher wages to all employees to retain and
recruit  qualified  employees.

During  1999  the company acquired the IMMCEL and IMMMU product lines.  However,
customer  acceptance  proved disappointing and the prior owner, and key employee
refused  to  honor  his  contractual  commitments  to  manage  the  newly  added
subsidiaries.   As  a result, we had to rescind this Agreement.   Any profits or
losses  generated  from the operation on IMMMU and IMMCEL have been allocated to
its  prior  owners.  We recorded in the "Receivable - other" to  account for the
loss  of approximately $88,000 from operating IMMMU and IMMCEL for the period of
time  we  managed  those  companies.      We  believe  that  the  amount  is not
collectible  and  have  therefore  written  off  as  of  December  31,  1999.

Management  believes  that  additional  revenues  will  be  generated  from  its
licensing  agreement  with  World  Championship Wrestling ("WCW").  We intend to
sell  high  nutrition,  energy  bars with the WCW logo and images of the various
wrestling  personalities.  Both  food  brokers  and  retail  stores  have  shown
tremendous  interest  in  the  product  and  we  have shipped our energy bars to
several  large  distributors.  However,  technical difficulties in producing the
advertising  campaign  has  delayed  the  launch  of  the product.   The company
intended to feature three of the WCW wrestlers on the energy bars and develop an
advertising  campaign  featuring  one  of the wrestlers.  As of May 2, 2000, our
WCW  energy  bars included the three wrestling figures, Hulk Hogan, Randy "Macho
Man"  Savage and Bill Goldberg.  Our advertising campaign featured Bill Goldberg
who  was  injured.  It  is unlikely  Mr. Goldberg will appear in our advertising
campaign  due  to his injury.  We are planning to use other wrestling figures to
promote the WCW energy bars if we are able to obtain them on terms acceptable to
us.   There is no assurance that we will be able to obtain other wrestling stars
on  commercially  acceptable  terms.


While  there  can be no assurance that the product will meet anticipated demand,
management  believes  that the sale of the WCW energy bars will be a significant
source  of  revenues  for  the  Company.

Management  believes  that  the  company  will  be  able  to generate additional
revenues  through the sale of vitamins under its licensing agreement with Marvel
comics  and  with  the growth of its point of purchase kiosks in national health
clubs  and gyms.  However, there can be no assurance of the market acceptance of
these  products  or  that  the  company will be able to sell these products in a
profitable  matter.


                                      -33-
<PAGE>

For  the  year  ended December 31, 1999, we recorded $5,513,080  in professional
fees  and  consulting  as  compared  to  $49,511  in  1998.  The  increase  in
professional fees can be attributable to the growth of the company over the past
year  and  the  fact that TrimFast Inc. was previously a privately held company.
A  significant  portion  of  this  line  item  expense  (approximately 83%) is a
non-cash  expense,  representing  the  issuance  of  common  stock  to  certain
professionals  in  exchange  for  professional  services.   We  contracted  with
consultants  and  professionals  in  order  to  assist us in the formulation and
development  of  new product lines in 1999.  We also issued shares of our common
stock  for  legal  services,  assistance  in starting our website and accounting
consultants  who  were  engaged  to  assist  us  with  the  formalization of our
accounting systems.   Management anticipates that professional fees will decline
significantly  in  the  future.


Selling  general  and  administrative  expenses were $423,289 for the year ended
December 31, 1998 as compared to $868,810 for the year  ended December 31, 1999.
Approximately  $175,000  of  this  increase  was attributable to advertising for
Nutrition
Cafe.


We  recorded  $503,839  in  bad  debt  expense  in December 1999.   This sum was
partially  due  to  the  financial  difficulties  experienced by Cutting Edge, a
customer  who accounted for approximately sixty percent (60%) of our revenues in
1998  and  the bankruptcy of another customer.  The bad debt expense of $267,240
attributable  to Cutting Edge represented 50% of the receivable balance due from
Cutting  Edge at December 31, 1998 and was due to the failure of Cutting Edge to
return product we sold them.  In December 1998, we recorded the bad debt expense
relating  to  Cutting  Edge  and  ceased  doing business with them at that time.

Approximately  $250,000  of  the interest expense of $302,408 is attributable to
the  intrinsic  value  of  the  convertible  debenture  executed by the Company.

Net  loss  for  the  year  ended December, 31 1998 was $739,974 and net loss per
share  was  $0.43.  As compared to a   net loss of $8,352,908 for 1999 and a net
loss  per  share  of  $2.02.


LIQUIDITY  AND  CAPITAL  RESOURCES.

December  31,  1999  as  compared  to  December  31,  1998

Total  cash  and  cash  equivalents  as  of  December 31, 1999 were $44,264,  as
compared  to  $120,938  as of December 31, 1998, a decline of approximately 63%.
Trade  receivables  declined from $357,889 to $88,281.  Inventory increased from
$188,737  to  $281,313. This increase in inventory is attributable to the launch
of  Nutrition  Cafe and  the  inventory  that  we  are required to carry to meet
customer  orders.


Total  current  assets  decreased  approximately 33%,  from $673,364 to $456,715


Property  and  equipment  increased from $33,403 to $1,417,381. This increase is
due  primarily  to  our  purchase  of  the  facility, which houses our warehouse
operations  for  Nutrition  Cafe ,  and  the equipment purchased to operate this
facility.  The  $210,814  attributable  to  software  development represents our
investment  in  the  Nutrition  Cafe website  software.

We  also  experienced  a  significant  increase in liabilities. Accounts payable
increased from $625,757 to $718,362, and we issued a convertible debt instrument
in  the  amount  of $1,000,000. The proceeds raised from this debt offering were
used  to  purchase  the  warehouse  facility.


Despite  these  significant  losses, Management believes that we have sufficient
revenue  and  reserves  to finance ongoing business activities for the 12 months
ending December 31, 2000.  However, any judgment or claim in favor of a claimant
regarding  Revivarant  could have a materially adverse effect on our operations,
including  that  we  may  be  unable  to  continue  in  business.


GENERAL.

Due  to  our lack of revenues and no business plan, our management sought out an
acquisition  candidate  and,  on August 11, 1998, acquired all of the issued and
outstanding  shares  of common stock of Trimfast, Inc., a company engaged in the
nutraceutical  business.

Trimfast,  Inc.  was organized as a Florida corporation in April of 1997 and, in
its  first  year  of  operations  generated  revenues  of $22,338.  Start-up and
operating  costs  totaled  $164,559  that  resulted  in  a net loss of $151,846.
Trimfast,  Inc.'s  president,  Michael  Muzio, who, as of December 31, 1997, was
owed  a  total  of  $150,200, funded these operating expenses.  Fiscal year 1998
represented  the  first  full  year  of  operations for Trimfast, Inc.  From the
beginning,  management  chose  not  to  invest  the capital required to lease or
acquire  the machinery needed to manufacture their products.  Instead, Trimfast,
Inc.  relied  upon  contract  manufacturers,  freeing  working capital for other
matters.

1998  represented  a  growing  year  for  us.  Relationships  with distributors,
manufacturers  and  wholesalers  had  to be established. Manufacturing rates and
shipping  costs  all  had  to be analyzed and evaluated. With our acquisition of
Trimfast,  Inc.  in  1998, we opened new financing opportunities that would have
otherwise  been closed to us. We received a significant capital infusion through
the  issuance  of our common stock in private placements and borrowed funds from
private  lenders.


                                      -34-
<PAGE>
1999  saw our launch of the NutritionCafe website and the purchase of the assets
of  Ice  Water. Management believes direct sales to consumers will significantly
reduce  reliance  on  several  customers.  During  the  next  twelve  months  of
operation,  management  remains  confident that revenues from operations will be
able to support our ongoing operations.  Should the Company determine additional
financing  is  necessary,  the additional financing will be to expand current or
proposed  operations.

Debentures.

In  June  1999,  we  entered  into  a debenture agreement.  As a result, we have
$1,000,000  of 7.0% convertible debentures outstanding, which mature on June 14,
2002.  After  the date of issuance and continuing until the maturity date of the
Debentures,  the  Debentures may be converted, at the option of the holder, into
shares  of  our  common stock, $0.001 par value per share, at a conversion price
equal  to the lesser of $8.50 or 80.0% of the 5 day average closing bid price as
reported  by  Bloomberg,  LP  for the five consecutive trading days prior to the
conversion  date.

Interest will be paid on the Debentures at a rate of 7.0% per annum, at the time
of  any  conversion, with respect to the principal amount of the Debenture being
converted,  until  the  principal  amount  is paid in full or has been converted
entirely.  Interest  may  be  paid  in  cash  or  shares of common stock, at our
option.

With  our  twenty(20) day notice we may redeem the debenture in whole or in part
at  any  time  as  the  closing  bid  price  of  our common stock as reported by
Bloomberg,  Lp  falls  to  $6.00  or  less  at  a  redemption price equal to the
principal  amount  of the debenture being redeemed plus accrued interest on such
amount and the profit the holder would have received upon the conversion of that
portion  of  the  Debenture.  being  redeemed.

Item  7.  Financial  Statements

             Financial  Statements  contained  in  this  report

     Consolidated  Balance  Sheet  As  of  December  31,  1999

     Consolidated  Statements  of  Operations  For  The  Years Ended December 31
     1999  and  1998

     Consolidated  Statement  of  Changes  in Stockholders' Equity For The Years
     Ended  December  31,  1999  and  1998

     Consolidated Statements of Cash Flows for the Years Ended December 31, 1999
     and 1998

     Notes  to  Consolidated  Financial  Statements  As  of  December  31,  1999


                                      -35-
<PAGE>






                      TRIMFAST GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999








                                      -36-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDIARIES

                                    CONTENTS
                                    --------
<TABLE>
<CAPTION>
<S>    <C>     <C>
PAGE   38 - 39  INDEPENDENT AUDITORS' REPORT

PAGE      40    CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999

                CONSOLIDATED STATEMENTS OF OPERATIONS AND
                COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED
PAGE      41    DECEMBER 31, 1999 AND 1998

                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
PAGES  42 - 43  DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS
PAGES  44 - 45  ENDED DECEMBER 31, 1999 AND 1998

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF
PAGES  46 - 68  DECEMBER 31, 1999 AND 1998
</TABLE>


                                      -37-
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To  the  Board  of  Directors  of:
  Trimfast  Group,  Inc.


We  have  audited the accompanying consolidated balance sheet of TrimFast Group,
Inc.  and  Subsidiaries  as  of  December  31, 1999 and the related consolidated
statements  of  operations  and  comprehensive  income  (loss),  changes  in
stockholders'  deficiency  and  cash flows for the years ended December 31, 1999
and 1998.  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  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  These  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  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 TrimFast Group, Inc.
and Subsidiaries as of December 31, 1999 and the results of their operations and
their  cash  flows  for the years ended December 31, 1999 and 1998 in conformity
with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed in Note 15 to the
financial  statements, the Company has suffered losses from operations and has a
working  capital  deficiency.  As  discussed  in  Note  8  (D)  to the financial
statements,  the  Company  is  subject to several legal actions with regard to a
product  recall  whereby  uncertainties  exist  regarding  related  contingent
liabilities.  These  matters raise substantial doubt about the Company's ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in  Note  15.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  these  uncertainties.

As  more fully described in Note 17, subsequent to the issuance of the Company's
1999  and  1998  consolidated  financial statements and our report thereon dated
March  10, 2000, we became aware that the 1998 consolidated financial statements
did  not include certain non-cash stock based compensation expense, and that the
1999  consolidated  financial  statements  did  not  include  a stock repurchase
commitment  liability.  In  addition, the 1999 consolidated financial statements
included a  discount  on  restricted  common  stock  for  purposes  of valuation


                                      -38-
<PAGE>
relating to stock based consulting and professional fee expense when no discount
should  have  been  taken.  In  our  original report we expressed an unqualified
opinion  with  a going  concern uncertainty on the 1999  and  1998  consolidated
financial  statements,  and  our  opinion  on the revised consolidated financial
statements, as expressed  herein,  remains  unqualified  with  a  going  concern
uncertainty.



WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  Florida
March  10,  2000  (except  for  paragraph  3 of Note 9(I) as to which the
                    date  is April 25, 2000 and paragraph 4 of Note 8 (C),
                    paragraph  7  of Note 8(D), and Note 15 as to which the
                    date  is  May  3,  2000)


                                      -39-
<PAGE>
<TABLE>
<CAPTION>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999
                                -----------------



                                     ASSETS
                                     ------

CURRENT ASSETS
<S>                                                             <C>
Cash                                                            $    35,858
Short-term investments                                                8,406
Accounts receivable, net                                             88,281
Prepaid expenses                                                     42,857
Inventory                                                           281,313
                                                                ------------
  Total Current Assets                                              456,715
                                                                ------------

PROPERTY AND EQUIPMENT - NET                                      1,417,381
                                                                ------------

INTANGIBLE ASSETS
  Goodwill, net                                                      52,754
  Software, net                                                     210,814
                                                                ------------
    Total Intangible Assets                                         263,568
                                                                ------------

OTHER ASSETS
  Due from affiliate                                                279,250
  Rent deposit                                                       15,200
  Cash surrender value of life insurance                             12,636
                                                                ------------
    Total Other Assets                                              307,086
                                                                ------------

TOTAL ASSETS                                                    $ 2,444,750
------------                                                    ============

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                   ----------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                         $   718,362
  Notes and loans payable                                            76,475
  Due to principal stockholder                                      142,200
  Income taxes payable                                               20,600
  Stock repurchase commitment                                     1,317,500
                                                                ------------
    Total Current Liabilities                                     2,275,137
                                                                ------------

CONVERTIBLE DEBENTURES                                            1,000,000
                                                                ------------

TOTAL LIABILITIES                                                 3,275,137
-----------------                                               ------------

STOCKHOLDERS' DEFICIENCY
  Preferred stock, Class A, $0.01 par value; 20,000,000 shares
   authorized; 15,000 Convertible issued and outstanding                150
  Preferred stock, Class B, $0.01 par value; 20,000,000 shares
   authorized; none issued and outstanding                                -
  Common stock, $0.001 par value; 100,000,000 shares
   authorized; 4,501,682 shares issued and outstanding                4,501
  Common stock to be issued, $0.001 par value, 20,000 shares             20
  Additional paid-in capital                                      9,399,109
  Accumulated deficit                                            (9,646,805)
  Other comprehensive loss                                          (21,737)
                                                                ------------
                                                                   (264,762)
  Less subscriptions receivable                                     (90,625)
  Less shares issued as a security deposit                         (475,000)
                                                                ------------
    Total Stockholders' Deficiency                                 (830,387)
                                                                ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                  $ 2,444,750
----------------------------------------------                  ============
</TABLE>

                 See accompanying notes to financial statements


                                      -40-
<PAGE>
<TABLE>
<CAPTION>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------



                                                                      1999          1998
                                                                 ------------  -----------
<S>                                                              <C>           <C>
NET SALES                                                        $   631,388   $1,925,332

COST OF SALES                                                        396,072      567,472
                                                                 ------------  -----------

GROSS PROFIT                                                         235,316    1,357,860
                                                                 ------------  -----------

OPERATING EXPENSES
Compensation                                                       1,094,575      983,773
Commissions                                                            5,235       41,700
License fees                                                         107,143            -
Depreciation                                                          69,808       10,498
Amortization                                                           8,403            -
Professional and consulting fees                                   5,513,080       49,511
Bad debt                                                             293,977      503,839
Selling, general and administrative                                  868,788      423,289
Travel and entertainment                                             149,908       64,187
                                                                 ------------  -----------
Total Operating Expenses                                           8,110,917    2,076,797
                                                                 ------------  -----------

LOSS FROM OPERATIONS                                              (7,875,601)    (718,937)
                                                                 ------------  -----------

OTHER INCOME (EXPENSE)
Realized gain (loss)  on sale of securities - net                     (1,957)       1,905
Unrealized gain on trading securities - net                                -          922
Gain on sale of equipment                                              2,250            -
Write-off of leasehold improvements                                   (2,476)           -
Interest expense                                                    (302,408)      (3,264)
                                                                 ------------  -----------
Total Other (Expense)                                               (304,591)        (437)
                                                                 ------------  -----------

LOSS BEFORE INCOME TAXES                                          (8,180,192)    (719,374)

FEDERAL AND STATE INCOME TAXES                                             -       20,600
                                                                 ------------  -----------

LOSS BEFORE EXTRAORDINARY ITEMS                                   (8,180,192)    (739,974)

EXTRAORDINARY ITEM
Loss on extinguishment of debt                                      (150,979)           -
                                                                 ------------  -----------

NET LOSS                                                          (8,331,171)    (739,974)

OTHER COMPREHENSIVE LOSS, NET OF TAX
Unrealized loss on available-for-sale securities - net               (21,737)           -
                                                                 ------------  -----------

COMPREHENSIVE LOSS                                               $(8,352,908)  $ (739,974)
==================                                               ============  ===========

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                    $     (2.02)  $    (0.43)
                                                                 ============  ===========


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
BASIC AND DILUTED                                                  4,119,893    1,710,860
                                                                 ============  ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      -41-
<PAGE>
<TABLE>
<CAPTION>
                                  TRIMFAST GROUP, INC. AND SUBSIDARIES
                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                              FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                           ---------------------------------------------------



                                                                                                 ACCUMULATED            SHARES
                                                                                                    OTHER             ISSUED AS
                                                                         ADDITIONAL                COMPRE-  SUBSCRIP-     A
                                  PREFERRED STOCK      COMMON STOCK       PAID-IN     ACCUMULATED  HENSIVE   TIONS     SECURITY
                                   SHARES  AMOUNT    SHARES    AMOUNT     CAPITAL       DEFICIT     LOSS  RECEIVABLE   DEPOSIT
                                   ------  -------  ---------  -------  ------------  ------------  ----  -----------  --------
<S>                                <C>     <C>      <C>        <C>      <C>           <C>           <C>   <C>          <C>
Balance, December31,
 1997                                      $     -  1,286,625  $ 1,287  $      (287)  $  (151,846)        $         -  $      -

Issuance of common stock
 for cash                               -        -     63,924       64      187,736             -      -            -         -

Issuance of common
 stock to related party in
 exchange for $40,000 debt              -        -     19,500       19       39,981             -      -            -         -

Recapitalization:

HLHK equity at August
 12, 1998                               -        -    817,749      818      441,083    (1,122,218)     -            -         -

Reclassification
 pursuant to
 recapitalization                       -        -          -        -   (1,122,218)    1,122,218      -            -         -

Common stock issued to  employees       -        -        500        -            -             -      -            -         -

Common stock
 issued to attorney for
 services                               -        -      5,000        5           (5)            -      -            -         -

Common stock issued
 in exchange for debt of
 HLHK principal
 stockholder                            -              75,000       75      491,123             -      -            -         -

Issuance of common
 stock in exchange for
 stockholder loans                      -        -     70,358       70      126,574             -      -            -         -

Compensation to principal
 stockholder                            -        -          -        -      762,000             -      -            -         -

Purchase of treasury stock at
 cost                                   -        -          -        -            -             -      -            -         -

Net loss 1998                           -        -          -        -            -      (739,974)     -            -         -
                                   ------  -------  ---------  -------  ------------  ------------  ----  -----------  --------

Balance, December 31, 1998              -        -  2,338,656    2,338      925,987      (891,820)     -            -         -


                                    TREASURY
                                     STOCK       TOTAL
                                   ----------  ----------
<S>                                <C>         <C>
Balance, December31,
 1997                              $       -   $(150,846)

Issuance of common stock
 for cash                                  -     187,800

Issuance of common
 stock to related party in
 exchange for $40,000 debt                 -      40,000

Recapitalization:

HLHK equity at August
 12, 1998                                  -    (680,317)

Reclassification
 pursuant to
 recapitalization                          -           -

Common stock issued to  employees          -           -

Common stock
 issued to attorney for
 services                                  -           -

Common stock issued
 in exchange for debt of
 HLHK principal
 stockholder                               -     491,198

Issuance of common
 stock in exchange for
 stockholder loans                         -     126,644

Compensation to principal
 stockholder                               -     762,000

Purchase of treasury stock at
 cost                                (23,534)    (23,534)

Net loss 1998                              -    (739,974)
                                   ----------  ----------

Balance, December 31, 1998           (23,534)     12,971
</TABLE>


                                      -42-
<PAGE>
<TABLE>
<CAPTION>
                                  TRIMFAST GROUP, INC. AND SUBSIDARIES
                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                              FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                           ---------------------------------------------------



                                                                                                  ACCUMULATED
                                                                                                     OTHER
                                                                        ADDITIONAL                   COMPRE-    SUBSCRIP-
                                PREFERRED STOCK      COMMON STOCK        PAID-IN     ACCUMULATED     HENSIVE      TIONS
                                SHARES  AMOUNT     SHARES     AMOUNT     CAPITAL        DEFICIT       LOSS      RECEIVABLE
                                ------  -------  ----------  --------  ------------  -------------  ---------  ------------
<S>                             <C>     <C>      <C>         <C>       <C>           <C>            <C>        <C>
Issuance of common stock
 for cash                            -        -  1,058,005     1,058     1,659,817              -          -       (90,625)


Stock issued for consulting
 and other professional
 services                            -        -    918,300       918     4,744,143              -          -             -

Issuance of common stock
 to employees                        -        -    104,900       105       500,075              -          -             -

Issuance of convertible
 debentures                          -        -          -         -       250,000              -          -             -

Issuance of preferred stock
 option                         15,000      150          -         -     1,874,901       (375,001)         -             -

Issuance of common stock
 option                              -        -          -         -       413,780              -          -             -

Return of stock in
 repayment of debt                   -        -    (50,000)      (50)     (399,950)             -          -             -

Issuance of common stock
 as a security deposit for
 inventory line of credit            -        -    100,000       100       474,900              -          -             -

Issuance of common stock
 in exchange for a loan              -        -      7,321         7        30,875              -          -             -

Issuance of common stock
 in exchange for loans               -        -     44,500        45       242,081              -          -             -

Purchase and sale of
 treasury stock, net                 -        -          -         -             -        (48,803)         -             -

Unrealized losses on
 available-for-sale securities       -        -          -         -             -              -    (21,737)            -

Commitment to repurchase
 155,000 shares of treasury
 stock                               -        -          -         -    (1,317,500)             -          -             -

Net loss 1999                        -        -          -         -             -    (8,8331,171)         -             -
------------------------------  ------  -------  ----------  --------  ------------  -------------  ---------  ------------

BALANCE DECEMBER
------------------------------
 31, 1999                       15,000  $   150  4,521,682   $ 4,521   $ 9,399,109   $ (9,646,805)  $(21,737)  $   (90,625)
==============================  ======  =======  ==========  ========  ============  =============  =========  ============


                                 SHARES
                               ISSUED AS A
                                SECURITY    TREASURY
                                 DEPOSIT     STOCK       TOTAL
                                            -------  -------------
<S>                             <C>         <C>      <C>
Issuance of common stock
 for cash                               -         -     1,570,250


Stock issued for consulting
 and other professional
 services                               -         -     4,745,061

Issuance of common stock
 to employees                           -         -       500,180

Issuance of convertible
 debentures                             -         -       250,000

Issuance of preferred stock
 option                                 -         -     1,500,040

Issuance of common stock
 option                                 -         -       413,780

Return of stock in
 repayment of debt                      -         -      (400,000)

Issuance of common stock
 as a security deposit for
 inventory line of credit        (475,000)        -             0

Issuance of common stock
 in exchange for a loan                 -         -        30,882

Issuance of common stock
 in exchange for loans                  -         -       242,126

Purchase and sale of
 treasury stock, net                    -    23,534       (25,269)

Unrealized losses on
 available-for-sale securities          -         -       (21,737)

Commitment to repurchase
 155,000 shares of treasury
 stock                                  -         -    (1,317,500)

Net loss 1999                           -         -   (8,8331,171)
------------------------------  ----------  -------  -------------

BALANCE DECEMBER
------------------------------
 31, 1999                       $(475,000)  $     -  $   (830,387)
------------------------------  ==========  =======  =============
</TABLE>


                                      -43-
<PAGE>
<TABLE>
<CAPTION>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------



                                                                     1999          1998
                                                                     ----          ----
<S>                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                 $(8,331,171)  $(739,974)
  Adjustments to reconcile net income (loss) to net cash provided
   by (used in) operating activities:
    Depreciation                                                         69,808      10,498
    Amortization                                                          8,403           -
    Bad debt expense                                                    293,977     503,839
    Unrealized gain on short-term investments                                -         (922)
    Professional fees incurred in exchange for common stock           4,619,461     762,000
    Compensation expense incurred in exchange for common stock          500,180           -
    Consulting fees incurred in exchange for stock options              413,780           -
    Beneficial conversion feature of convertible debentures             250,000           -
    Loss on extinguishment of debt                                      150,979           -
    Realized loss on short-term investment                                1,957           -
    Gain on sale of equipment                                            (2,250)          -
    Write-off of leasehold improvements                                   2,476           -
  Changes in operating assets and liabilities
   (Increase) decrease in:
    Accounts receivable                                                 (17,136)   (856,839)
    Prepaid expenses                                                    (42,857)          -
    Inventory                                                           (91,782)   (165,038)
    Deposit                                                              (4,581)     (8,119)
   Increase (Decrease) in:
    Accounts payable and accrued expenses                                94,499     496,181
    Income taxes payable                                                     -       20,600
                                                                    ------------  ----------
      Total adjustments                                               6,246,914     762,200
                                                                    ------------  ----------
      Net cash provided by (used in) operating activities            (2,084,257)     22,226
                                                                    ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Short-term investments                                                (16,803)    (14,375)
  Purchases of property and equipment                                (1,400,655)    (37,821)
  Purchase of software                                                  (87,755)          -
  Due from affiliates                                                  (673,305)          -
  Advances to affiliate                                                      -       (5,945)
  Advances to employees                                                   5,800      (5,800)
  Cash surrender value of life insurance                                 (4,529)     (8,107)
                                                                    ------------  ----------
    Net cash used in investing activities                            (2,177,247)    (72,048)
                                                                    ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to stockholder/officer                                            142,200     (18,436)
  Proceeds from convertible debentures                                1,000,000           -
  Proceeds from loans payable                                            74,500       1,975
  Proceeds from issuance of common stock                              1,570,250     177,800
  Proceeds from issuance of preferred stock                           1,500,040           -
  Payments of loans payable                                             (70,000)          -
  Purchase and sale of treasury stock, net                              (25,269)    (23,534)
                                                                    ------------  ----------
    Net cash provided by financing activities                         4,191,721     137,805
                                                                    ------------  ----------

INCREASE IN CASH AND CASH EQUIVALENTS                                   (69,783)     87,983

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                           105,641      17,658
                                                                    ------------  ----------

CASH AND CASH EQUIVALENTS - END OF YEAR                             $    35,858   $ 105,641
=======================================                             ============  ==========
</TABLE>

See  accompanying  notes  to  financial  statements.


                                      -44-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                 ----------------------------------------------

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND  FINANCING
-----------------------------------------------------------------
ACTIVITIES:
-----------

On  August  12,  1998 HLHK World Group, Inc. acquired one hundred percent of the
issued and outstanding common stock of Trimfast, Inc. in a transaction accounted
for  as a Recapitalization of Trimfast, Inc.  HLHK subsequently changed its name
to  Trimfast  Group,  Inc.  (See  Note  14  (A))

On August 12, 1998, concurrent with the HLHK stock exchange discussed above, the
prior  principal  stockholder  of HLHK received 75,000 shares of common stock in
exchange  for  $491,198  of  amounts  owed  to  him  by  HLHK.

Effective  December  1998,  the  principal  stockholder of the Company exchanged
$126,644  of  loans due to him and his wholly-owned affiliates for 70,358 shares
of common stock of the Company valued at a market price of $1.80 per share based
upon  the  trading  price  of  the  common  stock  at  the  exchange  date.

During  July  1998,  the  Company  issued  19,500  shares  of common stock to an
individual  related party in exchange for a loan payable of $40,000 resulting in
a  price  paid  per  share  of  $2.05  at  the  exchange  date.

During  1999,  the  Company  issued  44,500  shares of common stock to unrelated
parties in exchange for loans payable of $70,125 plus accrued interest resulting
in  a  loss  on  extinguishment  of  debt  of  $150,979.

During  1999,  the  Company  issued 7,321 shares of common stock to an unrelated
party  in  exchange  for  the  remaining  unpaid  balance of a loan payable plus
accrued  interest  of  a  total  of  $30,882.

During  1999,  the  Company issued 20,000 shares of common stock to an unrelated
party  in  exchange  for  the  purchase  of  software  of  $126,000.

During  1999,  a  related  party  returned 50,000 shares of the Company's common
stock  to  settle  $400,000  of  liabilities  owed  to  the  Company.

During  1999,  the  Company  issued  100,000 shares of common stock to an escrow
account  as  a  security  deposit for an inventory line of credit.  These shares
were  valued  at $4.75 at the grant date resulting in a total value of $475,000.

During  1999,  the  Company  recorded  a  stock repurchase agreement for 155,000
shares of the Company's common stock at $8.50 per share resulting in a reduction
of  additional  paid-in  capital and a repurchase commitment of a total value of
$1,317,500.


                                      -45-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

NOTE 1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND
---------------------------------------------------------------
         ORGANIZATION
         ------------

       (A)  DESCRIPTION  OF  BUSINESS
       ------------------------------

Trimfast  Group,  Inc.  (the  Company)  formerly known as HLHK World Group, Inc.
(HLHK)  is a Nevada corporation that through its subsidiaries, develops, markets
and  sells  dietary  supplements  and other health oriented consumable products.
The  Company's  subsidiaries  Trimfast,  Inc.  and Body Life Sciences, Inc. were
incorporated  in  the  State of Florida on April 28, 1997 and September 4, 1998,
respectively  and  its  subsidiaries, The Cooler Group, Inc. and Nutrition Cafe,
Inc.  were incorporated during 1999.  Trimfast, Inc. is considered a predecessor
pursuant  to  the  acquisition  discussed  below.

On  August  12,  1998 HLHK World Group, Inc. acquired one hundred percent of the
issued and outstanding common stock of Trimfast, Inc. in a transaction accounted
for  as a recapitalization of Trimfast, Inc.  HLHK subsequently changed its name
to  Trimfast  Group,  Inc.  (See  Note  14  (A)).

(B)  BASIS  OF  PRESENTATION  AND  PRINCIPLES  OF  CONSOLIDATION
----------------------------------------------------------------

The  consolidated  financial  statements include the accounts of Trimfast Group,
Inc.  and  its subsidiaries Trimfast, Inc., Body Life Sciences, Inc., The Cooler
Group,  Inc  and Nutrition Cafe, Inc.  All significant intercompany balances and
transactions  have  been  eliminated  in  consolidation.

(C)  USE  OF  ESTIMATES
-----------------------

In  preparing  financial  statements  in  conformity  with  generally  accepted
accounting  principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
revenues  and  expenses during the reported period.  Actual results could differ
from  those  estimates.

(D)  CASH  AND  CASH  EQUIVALENTS
---------------------------------

For purposes of the cash flow statement, the Company considers all highly liquid
investments with original maturities of three months or less at time of purchase
to  be  cash  equivalents.

(E)  SHORT-TERM  INVESTMENTS
----------------------------

The  Company's  policy  is to invest in various equity or debt instruments.  The
Company  accounts for such investments in accordance with Statement of Financial
Accounting  Standards  No.  115  "Accounting for Certain Investments in Debt and
Equity  Securities."  ("SFAS  115")


                                      -46-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

Management  determines  the appropriate classification of its investments at the
time  of  acquisition  and  reevaluates such determination at each balance sheet
date.  Trading  securities  are  carried  at fair value, with unrealized trading
gains  and  losses  included  in  earnings.  Available-for-sale  securities  are
carried at fair value, with unrealized gains and losses, net of tax, reported as
a  separate  component  of  stockholders'  equity.  Investments  classified  as
held-to-maturity  are  carried at amortized cost.  In determining realized gains
and  losses,  the  cost  of  the  securities  sold  is  based  on  the  specific
identification  method.

(F)  INVENTORIES
----------------

Inventories  consist  principally of consumable finished goods and raw materials
and  are stated at lower of cost or market determined on the first-in, first-out
method.  The  Company  performs  an  inventory  review  on  an  annual basis and
disposes  of  any  inventory  that  is  past  its  expiration date.  The related
inventory  value  is  written  down  accordingly.

(G)  PROPERTY  AND  EQUIPMENT
-----------------------------

Property  and  equipment  are  stated  at  cost,  less accumulated depreciation.
Expenditures  from  maintenance  and repairs are charged to expense as incurred.
Depreciation  is  provided  using  the  double-declining balance method over the
estimated  useful  life  of  the  assets  from  three  to  thirty  years.

(H)  SOFTWARE  OBTAINED  FOR  INTERNAL  USE
-------------------------------------------

The  Company  accounts for software obtained for internal use in accordance with
the  Accounting  Standards  Executive  Committee  Statement of Position No. 98-1
"Accounting  For  the  Costs  of  Computer  Software  Developed  or Obtained for
Internal  Use"  ("SOP 98-1").  SOP 98-1 generally requires the capitalization of
all  internal  or  external  direct  costs  incurred  in developing or obtaining
internal  use  software  and  expensing  all internal or external costs incurred
during  the  preliminary  project  stage and the post-implementation stage.  The
Company generally amortizes software developed or obtained for internal use over
an  estimated  life  of  three  years.

(I)  GOODWILL
-------------

Goodwill  arising  from the acquisition of certain assets of Ice Cold Water Co.,
Inc.  (see  Note  14  (C)) is being amortized on a straight-line basis over five
years.

(J)  REVENUE  RECOGNITION
-------------------------


                                      -47-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

Nutrition  Cafe charges a monthly membership fee for access to order products at
discounted  prices.  Memberships  are sold on a pay-as-you-go basis in one-month
increments.  Members  choose  whether  or  not  to  continue  to  continue their
membership  each  month;  no  long-term agreements are required.  The membership
fees  are  recognized  as revenue in the month they are paid.  Effective January
2000, the monthly membership fees have been eliminated.  Management believes the
increased  revenues  from  allowing everyone who visits the site to place orders
will  offset the decrease in revenue from membership fees.  Revenue for products
ordered is recognized and an accrual for returns is recorded when the product is
shipped.  To  date returns of products sold have been immaterial.  Therefore, no
accrual  for  estimated  returns  has  been  made  in the accompanying financial
statements.

Sales of the Company's product offered through Trimfast, Inc. are sold utilizing
food  brokers,  distributors  and directly to vendors.  The Company uses brokers
and  distributors  to  identify  new vendors; all sales are made directly to the
vendor  or  distributor  and  brokers  are  informed  of any sales through their
efforts.  The  Company's policy is to record sales and a related returns accrual
when  the  product is shipped.  Because of this, the Company ships to, invoices,
and  receives  payments  directly  from  the end user.  Due to the nature of the
products offered, and customers ordering product conservatively, the Company has
not  experienced  any  material  product returns.  Based on this experience, the
Company  has  recorded  returns  against  current  sales  in  the  accompanying
consolidated  financial  statements.

Revenue for The Cooler Group, Inc. is earned through rental of water coolers and
delivery of water.  A contract is signed for cooler rental and/or water delivery
service,  and is invoiced monthly.  Revenue is recognized for cooler rental each
month  when  invoiced  and  for  water  service  based  on usage when delivered.

(K)  INCOME  TAXES
------------------

The  Company  accounts for income taxes under the Financial Accounting Standards
Board  Statement  of  Financial  Accounting  Standards No. 109.  "Accounting for
Income  Taxes"  ("Statement  No.  109").  Under  Statement No. 109, deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities and their respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  Under Statement 109, the effect on deferred tax assets
and  liabilities  of a change in tax rates is recognized in income in the period
that  includes  the  enactment  date.

(L)  EARNINGS  PER  SHARE  DATA
-------------------------------


                                      -48-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

Basic  net  income  (loss)  per  common  share is computed based on the weighted
average  common  shares  outstanding  and diluted net income per common share is
computed  based  upon  the  weighted  average  common  shares  and  common stock
equivalents  outstanding  during  the  year as defined by Statement of Financial
Accounting  Standards,  No.  128,  "Earnings Per Share".  All share amounts have
been  retroactively  restated  to  reflect the Recapitalization and the 1-for-10
reverse  stock split.  The 817,749 shares originally issued to HLHK stockholders
are  considered  outstanding  from the acquisition date.  There were no dilutive
common stock equivalents outstanding at December 31, 1998.  In 1999, the assumed
exercise  of  common  stock  equivalents  was  not utilized since the effect was
antidilutive.  At December 31, 1999, there were 108,000 common stock equivalents
outstanding  which  could  potentially  dilute  future  earnings  per  share.

(M)  ADVERTISING  COSTS
-----------------------

In  accordance  with  the  Accounting Standards Executive Committee Statement of
Position  93-7,  ("SOP  93-7")  costs  incurred  for producing and communicating
advertising  are  expensed  when  incurred.

(N)  STOCK  OPTIONS
-------------------

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting  For Stock Based Compensation" ("SFAS 123"), the Company has elected
to  account  for  Stock  Options issued to employees under Accounting Principles
Board  Opinion  No.  25  ("APB Opinion No. 25") and related interpretations, and
accounts for stock options issued to consultants and for other services or goods
in  accordance  with  SFAS  123.

(O)  COMPREHENSIVE  INCOME  (LOSS)
----------------------------------

The  Company  accounts  for  Comprehensive  Income  (Loss)  under  the Financial
Accounting  Standards Board Statement of Financial Accounting Standards No. 130,
"Reporting  Comprehensive  Income"  ("Statement  No.  130").  Statement  No. 130
establishes  standards for reporting and display of comprehensive income and its
components, and is effective for fiscal years beginning after December 15, 1997.

The  unrealized  gains  and  losses, net of tax, resulting from the valuation of
available-for-sale securities at their fair market value at year end (see Note 1
(E))  are  reported  as  Other  Comprehensive  Income (Loss) in the Statement of
Operations and as Accumulated Other Comprehensive Income (Loss) in Stockholders'
Equity  and  in  the  Statement  of  Stockholders'  Equity.

(P)  NEW  ACCOUNTING  PRONOUNCEMENTS
------------------------------------

The  Financial  Accounting  Standards  Board  has  recently  issued  several new
accounting  pronouncements.  Statement  No. 133 as amended by Statement No. 137,


                                      -49-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

"Accounting  for  Derivative  Instruments  and  Hedging  Activities" establishes
accounting  and  reporting  standards  for  derivative  instruments  and related
contracts  and  hedging  activities.  This statement is effective for all fiscal
quarters  and  fiscal  years  beginning  after  June  15,  2000.

The  Company  believes that its future adoption of these pronouncements will not
have  a  material  effect  on  the  Company's  financial  position or results of
operations.

(Q)  RECLASSIFICATIONS
----------------------

Certain  amounts  in  the  1998  financial  statements have been reclassified to
conform  to  the  1999  presentation.

NOTE 2 - SHORT-TERM  INVESTMENTS
--------------------------------

The  Company's  short-term investments, purchased principally for the purpose of
selling  them  in  the  near future, as defined under SFAS 115, are comprised of
equity  securities,  all  classified as available-for-sale securities, which are
reported  at  their  fair  value  based  upon  the quoted market prices of those
investments  at December 31, 1999, with unrealized losses reported in a separate
component  of  stockholders'  equity until they are sold.  Any realized gains or
losses  are  included  in  net  earnings  at  the  time  of  sale.

The  composition  of  short-term investments at December 31, 1999 is as follows:

                                                          Cost       Fair Value
                                                          ----       ----------

Common stock                                          $     30,143   $     8,406
                                                       ===========    ==========

Investment  expenses  for  the  year  ended  December  31, 1999 consisted of the
following:

Net realized losses on the sale of available-for-sale
 securities                                                        $     (1,957)
                                                                    ============

Unrealized losses included in other comprehensive loss for
 the  year  ended  December  31,  1999  consisted  of  the
 following:
  Net unrealized losses on available-for-sale securities          $     (21,737)
                                                                    ============

NOTE  3  -  ACCOUNTS  RECEIVABLE  AND  BAD  DEBT  EXPENSE
---------------------------------------------------------

Accounts  receivable  were  as  follows  at  December  31,  1999:

Accounts receivable                                                 $     89,011
Allowance for doubtful accounts                                            (730)
                                                                     -----------
                                                                    $     88,281
                                                                     ===========


                                      -50-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

At  December 31, 1999, approximately 7%, 8% and 13% of gross accounts receivable
were  due  from  three  customers,  respectively.

During 1998, the Company wrote off 100% of accounts receivable totaling $202,112
from  a  customer who filed for bankruptcy and 50% of the receivable or $267,240
from  another  customer  relating  to  a  voluntary recall of a Company product.

During  1999,  the  Company received payments of $98,238 on the $267,240 balance
discussed  above.  The  remaining  balance  of $169,002 was written off as a bad
debt  expense.

During  1999,  the  Company wrote off a receivable which was related to the loss
incurred for operating Immmu/Immcel during the period between the acquisition of
Immmu/Immcel  and  the  rescission  of  the same acquisition agreement (See Note
14(B)).

During  1999,  the  Company  also  wrote  off  $35,890  of  accounts  receivable
originating  in  1998  due  from  various  customers.

NOTE  4  -  PROPERTY  AND  EQUIPMENT
------------------------------------

Property  and  equipment  at  December  31,  1999  consisted  of  the following:

Land                                                               $     637,100
Building                                                                 658,863
Automobiles                                                               68,242
Furniture and fixtures                                                    24,737
Equipment                                                                108,973
                                                                  --------------
                                                                 $     1,497,915
Less accumulated depreciation                                           (80,534)
                                                                  --------------
                                                                 $     1,417,381
                                                                  ==============

Depreciation  expense for the years ended December 31, 1999 and 1998 was $69,808
and  $10,498,  respectively.

NOTE  5  -  INTANGIBLE  ASSETS
------------------------------

(A)     GOODWILL
        --------

Goodwill  arising  from the acquisition of certain assets of Ice Cold Water Co.,
Inc.  (see  Note  14  (C)) is being amortized on a straight-line basis over five
years.


                                      -51-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

Goodwill  at  December  31,  1999  was  as  follows:

Goodwill                                  $  58,616
Less  accumulated  amortization              (5,862)
                                           ---------
                                          $  52,754
                                           =========

Amortization  expense  for  the  year  ended  December  31,  1999  was  $5,862.

(B)     SOFTWARE
        --------

During  1999,  the  Company's  subsidiary,  Nutrition  Cafe,  Inc.  developed an
Internet  web site and related software to use in the sales and marketing of its
products.  Pursuant  to  SOP  98-1  certain  of  these  costs were recorded as a
software  asset  and  are  being  amortized  on a straight-line basis over three
years.

Software  at  December  31,  1999  was  as  follows:

                                                      Software     $     213,355
                                  Less accumulated amortization          (2,541)
                                                                    ------------
                                                                   $     210,814
                                                                    ============

NOTE  6  -  INCOME  TAXES
-------------------------

Income  tax  expense (benefit) for the years ended December 31, 1999 and 1998 is
summarized  as  follows:

                                                           1999          1998
                                                       -----------  ------------
Current:
  Federal                                               $     -     $     17,100
  State                                                       -            3,500
Deferred:
  Federal and State                                     2,935,000          1,540
  Change in valuation allowance                        (2,935,000)       (1,540)
                                                       -----------  ------------

Income tax expense (benefit)                            $     -     $     20,600
                                                        ==========  ============

The  Company's tax expense differs from the "expected" tax expense for the years
ended December 31, 1999 and 1998 (computed by applying the Federal Corporate tax
rate  of  34  percent  to  income  (loss)  before  taxes),  as  follows:


                                      -52-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

                                                       1999             1998
                                                 --------------      -----------
Computed "expected" tax expense (benefit)       $   (2,832,598)    $   (244,587)
State  income  tax  -  net  of  federal  tax
benefit                                               (267,973)           2,312
Non-deductible expenses                                 60,760         (262,794)
Effect  of  non-consolidated  losses  and
 other                                                      -             4,043
Benefit of surtax exemption                                 -            (3,962)
Effect of net operating losses                       3,039,811                -
                                                 --------------      -----------
                                                $           -       $    20,600
                                                 ==============      ===========

The  tax effects of temporary differences that give rise to significant portions
of  deferred  tax  assets  and  liabilities at December 31, 1999 and 1998 are as
follows:

                                                       1999              1998
                                                    -----------      -----------
Deferred  tax  liabilities:
  Unrealized gains                                 $        -        $     (346)
                                                    -----------      -----------
Total deferred tax liabilities                              -              (346)
                                                    -----------      -----------

Deferred  tax  assets:
  Depreciation                                              -             1,886
  Stock based compensation                             155,705          259,080
  Net operating loss carryforwards                   3,039,811
                                                    -----------      -----------
Total gross deferred tax assets                      3,195,516          260,966
                                                    -----------      -----------

Less valuation allowance                            (3,195,516)        (260,620)
                                                    -----------      -----------

Net deferred tax asset (liability)                 $        -       $        -
                                                    ===========      ===========

At  December  31,  1999,  the  Company  had  net operating loss carryforwards of
approximately  $8,932,000  available to offset future taxable income expiring in
2019.

The  valuation allowance at January 1, 1999 was $260,620.  The net change in the
valuation  allowance  during the year ended December 31, 1999 was an increase of
approximately  $2,935,000.

Prior  to August 12, 1998, acquisition of Trimfast, Inc. by HLHK, Trimfast, Inc.
was  an  "S"  corporation  for  income tax purposes.  During the pre-acquisition
period  no income taxes were payable by the corporation as the shareholders were
responsible  for  reporting  the  results  of the operations on their individual
income tax returns.  For this reason, no pre-acquisition losses are available to
be carried forward at the corporate level.  Effective with the acquisition date,
the  Company's  status  as  an  "S"  corporation  was  terminated.


                                      -53-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

HLHK  pre-merger  NOL's  became limited to zero under the provisions of IRS code
section  382  because  there  was  an ownership change and all of the assets and
former  lines  of  business  were  disposed  of.  Only  the  corporate shell was
purchased  for  the  price  of  assuming  certain  liabilities.

NOTE  7  -  DEBT
----------------

(A)  NOTES  AND  LOANS  PAYABLE
-------------------------------

The  following  schedule reflects notes and loans payable to non-related parties
at  December  31,  1999:

Note payable, due on March 11, 2000, interest at prime,
 unsecured                                                          $     75,000

Other loans payable, currently due                                         1,475
                                                                     -----------
                                                                    $     76,475
                                                                     ===========

Accrued  interest  of  $5,055  on the notes payable has been included in accrued
expenses  at  December  31,  1999.

(B)  CONVERTIBLE  DEBENTURES
----------------------------

On June 14, 1999, the Company issued $1,000,000 of convertible debentures due on
June  14,  2002  with  interest  at  7%  per  annum.  The  debentures  contain a
beneficial conversion feature whereby the holder is entitled to convert the face
amount  of  the  debenture,  plus  accrued interest, as of the closing date into
common  stock  of  the  Company  at  the  lesser of (a) 80% of the 5 day average
closing  bid  price  for  the 5 consecutive trading days prior to the conversion
date  or (b) $8.50.  The debentures also contain a mandatory 36-month conversion
feature  at  the  end  of which all debentures outstanding will be automatically
converted.  In  addition,  the  Company  reserves  the right to call a mandatory
redemption if the quoted trading price falls below the $6.00 at a price equal to
the principal and accrued interest due plus lost profits from the conversion and
subsequent  sale  of  the  common  stock  as  stipulated  in  the  agreement.

The Company accounts for the debentures in accordance with EITF 98-5 "Accounting
for  Convertible  Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios."  Accordingly, the Company has allocated a portion
of  the  proceeds  to additional paid-in capital equal to the intrinsic value of
the features as computed on the commitment date, resulting in recognition on the
closing  date  of  $250,000  interest  expense.

At  December  31, 1999, accrued interest of $38,111 has been included in accrued
expenses.


                                      -54-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES
-------------------------------------------

(A)  YEAR  2000  ISSUES
-----------------------

The  Company  is  aware  of  the  issues associated with the programming code in
existing  computer  systems  resulting  from the arrival of the millennium (Year
2000).  The  "Year  2000"  problem  is  pervasive and complex as virtually every
computer operation will be affected in some way by the rollover of the two-digit
year  to  00.  The  issue  is  whether  computer systems will properly recognize
date-sensitive  information  when the year changed to 2000.  Systems that do not
properly  recognize  such  information  could generate erroneous data or cause a
system  to  fail.

The Company uses a standard off the shelf accounting software package for all of
its  accounting  requirements.  Management has contacted the software vendor and
confirmed  that  the accounting software is Year 2000 compliant.  Management has
contacted its primary vendors has not identified any Year 2000 compliance issues
with  those vendors. Costs of investigating Year 2000 compliance issues have not
been  material  to  date.  As  a  result, management believes that the effect of
investigating and resolving Year 2000 compliance issues will not have a material
effect  on the Company's future financial position or results of operations.  As
of  the  date of this report, the Company has not been significantly affected by
Year  2000  issues.

(B)  LEASE  AGREEMENTS
----------------------

The  Company  leases a corporate office facility in Tampa, office equipment, and
two automobiles under operating leases.  The leases have remaining terms varying
from the years 2000 through 2003.  In addition, the Company has some storage and
appliance  leases  that  run  on  a  month-to-month  basis.

In  connection  with the formation of its subsidiary, NutritionCafe.com, Inc. in
April  1999  the  Company  entered  into a lease/purchase option agreement for a
facility, which is used for the operations of NutrionCafe.com.  The lease called
for  rental  payments  of $8,000 per month and was effective for the period from
May  15,  1999  through June 30, 2000. In addition, the Company paid $100,000 in
cash as non-refundable consideration for a purchase option on the premises.  The
purchase  price  shall  be  for  the  sum of $1,200,000 with full credit for the
$100,000 option monies paid.  The option must be exercised by June 30, 2000.  On
July  30,  1999  the  Company  exercised  its purchase option, and purchased the
building.

Future  minimum lease payments under operating leases are as follows at December
31,  1999:


                                      -55-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

                          YEARS ENDING          AMOUNT
                          ------------          ------

                              2000         $     75,189
                              2001               75,532
                              2002               71,673
                              2003               66,759
                              2004               56,590
                                            -----------
                                           $    345,743
                                            ===========

Rent  expense  for  1999  and 1998 aggregated $69,976 and $31,885, respectively.

(C)  CONSULTING  AGREEMENTS  AND  STOCK  ISSUED  TO  VENDORS
------------------------------------------------------------

On  October  9,  1998  the  Company  entered into a consulting agreement with an
individual  whereby  the  Company  will  be  provided with advice with regard to
corporate  strategy  and  business  development and such other matters as agreed
upon between the parties from time to time.  As consideration for the consulting
services provided, the Company was to issue 20,000 shares of common stock to the
consultant.  Subsequent to October 9, 1998, the consultant did not substantially
perform  the  consulting  services anticipated in the agreement and therefore no
shares  where  issued  to  the  consultant.  However,  on  February 9, 1999, the
consultant  was issued 20,000 shares of common stock pursuant to an earlier June
1998  common  stock  subscription  agreement which stipulated the subscriber may
purchase up to 20,000 shares at $0.10 per share.  The Company received a payment
of  $2,000  in  the  form  of  services  performed  during  1999.

On  December  14,  1998 the Company entered into a two year consulting agreement
with  an individual whereby the Company will be provided with advice with regard
to  corporate  strategy  and  business  development  including  targeting  of
acquisitions.  As  consideration  for  the  services provided the Company was to
issue  50,000  free trading common shares pursuant to Regulation D, Rule 504 and
250,000  common  shares restricted under Rule 144.  In addition, the Company was
to  provide the consultant with a $1,000 per month expense account.  The Company
advanced  the consultant 300,000 shares in January and February 1999 but minimal
services  as  anticipated in the consulting agreement were performed in 1999 and
no  services  were  performed in 1998. Therefore on June 30, 1999 the consulting
agreement  was  rescinded  and  the  Company  offered the consultant the 300,000
restricted  shares  at  a  price  of $0.25 per share resulting in a subscription
receivable  of  $75,000.  The Company expects to receive the payment in the form
of  an  invoice  for  prior  services  rendered  under  the rescinded consulting
agreement.  As  of  the  date of this report, an invoice or payment has not been
received.  If  an  invoice  is  received,  the Company will recognize consulting
expense for all shares issued based on the fair market value of the stock on the
grant  date.


                                      -56-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

On  December  18,  1998 the Company entered into a two year consulting agreement
with  a consulting organization whereby the Company will be provided with advice
with  regard  to corporate strategy and business development including targeting
of  acquisitions.  As consideration for the services provided the Company was to
issue  100,000 free trading common shares pursuant to Regulation D, Rule 504 and
350,000  common  shares  restricted  under  Rule  144.  In addition, the Company
should  make  monthly  payments  of  $2,500 to the consulting organization.  The
Company  advanced  the  consultant  275,000  shares  in January 1999 but minimal
services  as  anticipated in the consulting agreement were performed in 1999 and
no  services  were  performed in 1998. Therefore on June 30, 1999 the consulting
agreement  was  rescinded  and  the  Company  offered the consultant the 275,000
restricted  shares  at  a  price  of $0.25 per share resulting in a subscription
receivable  of $68,750.  Subsequent to the execution of the rescission agreement
further  disputes  between the parties resulted in a settlement agreement, which
became  null  and void due to non-performance by the parties.  As the consultant
did not recognize the rescission agreement, it is the Company's opinion that all
agreements  subsequent  to the original agreement have to be considered null and
void  and  therefore  the original consulting agreement entered into on December
18, 1998 was the prevailing agreement. Thus, during 1999, the Company recognized
compensation expense of approximately $194,000 based on the fair market value of
the  stock  on  the  grant  date.

During  1999,  the Company entered into various additional consulting agreements
whereby common stock was issued as consideration.  Services under the consulting
agreements  entered into in both 1998 and 1999 are being performed generally for
two year periods and accordingly, consulting expense is being recognized in 1999
and  in  any  subsequent  service period based upon the fair market value of the
common  stock  issued  in  accordance  with  SFAS  123  since that value is more
reliably  measurable.  The  Company  also  periodically  issues  common stock as
payment  to  vendors  and  records  such  issues at the fair market value of the
common  stock.  During  the  year  ended  December  31, 1999, the Company issued
approximately  918,300  shares  of  common  stock for consulting services and as
payment  to  vendors  valued  for financial accounting purposes at a fair market
value  of  approximately  $4,744,000  based upon the quoted trading price of the
stock.

(D)  LITIGATION
---------------

In  1999,  the  Company  initiated  a  legal  proceeding  against a former major
customer  to  collect  amounts  receivable  from  that  customer  aggregating
approximately  $535,000  at  December  31,  1998.  Such  receivable  related  to
products sold to that customer during 1998 that were voluntarily recalled by the
Company,  but  never  returned  by the customer. As of December 31, 1998, it was
management's  assertion  with  regard  to this matter that since the product was
never  returned  to  the  Company,  and  is  believed to have been resold by the
customer,  a  successful  outcome  in  favor  of  the Company was possible.  The
Company  has  therefore  written  off  $267,240  or  fifty  percent of the total
receivable  as  of  December 31, 1998.  As of December 31, 1999, management does
not  expect  to  receive  any  further  payments  of this customer and therefore
decided  to  write  off  the balance as of December 31, 1999 reduced by payments
received  during  January  1999  (See  Note  3).


                                      -57-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------


In  early  1999,  pursuant  to  a  voluntary  arrangement with the Food and Drug
Administration, the Company's product, Revivarant, was recalled and removed from
sale.  Since  the time of the recall, the Company has been subject to five known
lawsuits and an additional three consumer-protection claims relating to consumer
use  of  the  product.  As  of  the  date  of  this report, only one lawsuit has
specified  a  dollar  amount,  that  being, $400,000 of compensatory damages and
$350,000  of punitive damages.  All lawsuits have been referred by management to
the  insurance carrier of its third party manufacturer, however, the Company has
received  notice  from  the  insurance  carrier denying all claims.  The Company
obtained  its  own  insurance  policy  in  May 1999 and believes it would not be
covered under its own policy for these prior occurrences.  Management intends to
contest  the  claim  denials.  With  regard  to  any punitive damage claims, the
Company  intends  to  vigorously  oppose  any  factual  basis  for imposition of
punitive  damages based upon research and efforts made prior to the distribution
of the Revivarant product to determine its safety.  The Company's management and
outside legal counsel are unable to evaluate and determine the likely outcome of
each  cause  of  action.  Accordingly,  pursuant  to  the  Financial  Accounting
Standards  Board,  Statement  of  Financial  Accounting  Standards  No.  5,  no
liabilities  have  been  accrued  as  of December 31, 1999 relating to the above
matters.  Any future liabilities required to be recorded pursuant to SFAS 5 will
be  recorded  gross of any expected insurance recovery pursuant to SAB 5:Y.  The
above  litigation  related  to  Revivarant  may  have  an  adverse effect on the
Company's  results  of  operations  and  financial  condition.


The  Company  is subject to a course of action premised on a Letter of Agreement
between  the  two parties whereby the Plaintiff alleges the Company committed to
purchase 155,000 shares of the Company's common stock at a stipulated price (See
Note  9E).  The  second  count  of  the action is a mortgage foreclosure action,
which  is  based  upon  an  alleged  lien  upon  real  property  that is to have
collateralized  the  Agreement.  The  Company  has filed a motion to dismiss the
complaint  because  the Agreement sued upon call for arbitration in the event of
dispute.  The  Company  also  filed a motion to dismiss the mortgage foreclosure
action  since  the  cause  of  action  is premised upon documents that cannot be
recorded.  Discovery  is  beginning and no opinion is available as to the likely
result.

The  Company  is  subject  to  a  cause  of  action seeking damages and specific
performance of an agreement to purchase stock.  The Agreement called for certain
shares  of  stock  to  be  sold  pursuant  to a letter agreement.  The Complaint
contains  seven  counts  alleging  cause  of  action  for  specific performance,
equitable  relief,  fraud,  civil theft damages, and lost profits.  Discovery is
beginning  and settlement discussions have been on going.  The Company is unable
to  assess  the  likely  outcome  of  this  suit  at  this  time.

An  action  has  been  commenced  against  the  Company,  a  former  principal
stockholder,  and  other  parties  alleging  that 600,000 shares of the Company,
previously  owned by the former principal stockholder, were improperly cancelled
by  the  Company  while still validly owned by the Plaintiff.  The Plaintiff has


                                      -58-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

demanded the removal of the stop transfer order from their share certificates or
alternatively  the  Company  reissue  new  share  certificates.  The action also
alleges  a  consulting  agreement  for  which  the  Company has not tendered the
required  consideration  of  270,000  shares of the Company's common stock.  The
action  also  seeks  $100,000  for  breach  of fiduciary duty and $10,000,000 in
punitive  damages.  An  adverse  judgement  may  have  an  adverse affect on the
Company's  results  of  operations  and  financial  condition.


A  lawsuit  filed  against  the  Company, its Chief Executive Officer, principal
stockholder  and  certain  affiliates  demanding  an  excess  of  $790,000  in
compensatory  and  punitive  damages,  alleges  that the plaintiff had purchased
approximately  22,000  shares  of  the  Company's common stock for approximately
$77,000,  but  has  not  received the same.  On May 3, 2000 plaintiff offered to
settle  this matter whereby our chief executive officer would pay the plaintiff,
Mr.  Francois  Goelo,  the sum of $95,750 and he would transfer 20,000 shares of
our  common  stock to the plaintiff.  In addition, the settlement offer provides
that the parties will enter into a joint stipulation for dismissal of the action
and  execution  of  general releases.  On May 9, 2000 we and our chief executive
officer  notified  counsel  for the plaintiff that we will accept the settlement
offer.



The  Company  is  subject  to  various other lawsuits, investigations and claims
primarily  relating  to  amounts  due  to  vendors  which,  in  the  opinion  of
management,  arise  in  the  normal  course  of  conducting  Company  business.
Appropriate  amounts  have been accrued at December 31, 1999.  In the opinion of
the  Company's  management,  after  consultation with outside legal counsel, the
ultimate  disposition  of  such remaining proceedings will not have a materially
adverse  effect  on  the  Company's  consolidated  financial  position or future
results  of  operations.

NOTE  9  -  STOCKHOLDERS'  EQUITY
---------------------------------

(A)  AUTHORIZED  SHARES
-----------------------

The Company has authorized 100,000,000 shares of common stock, $0.001 par value;
20,000,000  shares  of  Class A Preferred Stock, $0.01 par value; and 20,000,000
shares  of  Class B Preferred Stock, $0.01 par value.  The preferred stock shall
have  such  rights  and  preferences  as  determined  by the Board of Directors.

(B)  REVERSE  STOCK  SPLIT  AND  RETROACTIVE  RESTATEMENT  OF  PER  SHARE  DATA
-------------------------------------------------------------------------------

On  December 8, 1998, effective for stockholders of record on December 20, 1998,
the  Company's  Board  of  Directors approved a one-for-ten reverse split of its
shares  of  issued  and  outstanding common stock.  All share quantities and per
share  data  in  the  accompanying  financial statements have been retroactively
restated  to  reflect  the  reverse  stock split as well as the recapitalization
discussed  in  Note  14.

(C)  REPURCHASE  OF  OUTSTANDING  COMMON  STOCK  BY  PRINCIPAL  STOCKHOLDER
---------------------------------------------------------------------------


                                      -59-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

On  December  8,  1998  the  Company's  Chairman, CEO and principal stockholder,
purchased  all  508,313  shares  of  the Company's outstanding common stock held
beneficially  by  the  prior  principal  stockholder  of  HLHK for $150,000.  In
accordance  with  SFAS 123, the Company recognized $762,000 compensation expense
for  the  difference  between the $1.80 quoted trading price of the common stock
and  the  $.30  purchase  price.

(D)  ACQUISITION  AND  STOCK  EXCHANGE
--------------------------------------

In  August 1998, prior to the acquisition of Trimfast, Inc. by HLHK World Group,
Inc.,  Trimfast, Inc. acquired all of the issued and outstanding common stock of
Trimfast  Holdings,  Inc.,  affiliated through common control, by issuing eleven
shares  of  Trimfast,  Inc.  for  every  ten  shares  of Trimfast Holdings, Inc.
Trimfast  Holdings,  Inc.  was an inactive company whose only asset at that time
was $177,800 in cash and whose only expense was a $10,000 consulting expense for
which common stock was issued.  The acquisition was recorded as a combination of
entities  under  common  control similar to the pooling method of accounting and
accordingly the financial statements for the period presented have been restated
to  include  the  accounts  of  Trimfast  Holdings,  Inc.

(E)  AGREEMENT  WITH  INVESTMENT  GROUP
---------------------------------------

On March 18, 1999 the Company entered into an agreement (the "Agreement") with a
third  party  investment  group  (the "investment group") whereby the investment
group  will  purchase (i) common shares of the Company in the open market having
an aggregate value of no less than $300,000, and (ii) 300,000 common shares from
the  Company  at  a  price of $4.00 per share according to a stipulated schedule
based on the average market price of the outstanding shares.  On March 30, 1999,
another  agreement  was  executed  restricting  the resale of the 300,000 shares
issued  as  a subscription receivable under item (ii) above.  The Company was to
indemnify  the  investment group for any tax liability which may result from the
resale  of the shares.  As of the date of the accompanying audit report, no such
liability was determined.  As of October 1999 the investment group had purchased
155,000  shares of common stock from the Company at $4.00 per share.  On October
22,  1999  the  Company  executed  an  agreement  with  the  investment group to
repurchase the 155,000 shares at a price of $8.25 per share on a scheduled basis
through  December  15,  1999 as stipulated in the agreement.  Any of the 155,000
shares  purchased after December 15, 1999 shall be increased in price on a basis
of $.25 every two weeks as stipulated in the agreement. On November 10, 1999, an
agreement  was  signed  amending  the October 22, 1999, agreement to require the
Company  to  purchase  such  shares  at $8.25 per share on or before January 25,
2000,  with  a $.25 per month escalation in the price after January 25, 2000 and
pledging  the Company's real estate (see Note 4) as security against the October
22,  1999  purchase  agreement,  as amended.  (See Note 8(D))  The quoted market
price  on October 22, 1999 was approximately $7.00 per share. As of December 31,
1999,  the  Company  recorded  a  $1,317,500 stock repurchase commitment for the
155,000 shares as a charge to additional paid-in capital.  As of the date of the
accompanying  audit  report, no shares have been repurchased by the Company (see
Note  8(D)).


                                      -60-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

(F)  CONVERSION  OF  DEBT  TO  EQUITY  AND  SHARES  HELD  IN  ESCROW
--------------------------------------------------------------------

During  1999, the Company issued 24,500 shares and agreed to issue 20,000 shares
of  common  stock  to unrelated parties in exchange for loans payable of $70,125
plus accrued interest resulting in a loss on extinguishment of debt of $150,979.
The  20,000  shares are shown as common stock to be issued in the balance sheet.

During  1999,  the  Company  issued  23,000 shares of common stock to be held in
escrow  as  a security for the repayment of a loan to an unrelated party.  These
shares were to be issued to this party in case the Company defaulted on the loan
payments  in  proportion to the outstanding loan balance.  In December 1999, the
Company  issued  7,321  shares of common stock to this party in exchange for the
remaining unpaid balance of the loan payable plus accrued interest of a total of
$30,882.  As  of  the date of this report, the remaining 15,679 shares are still
held  in  escrow  and  are  to  be  returned  to  the  Company.

During  July  1998,  the  Company  issued  19,500  shares  of common stock to an
individual related party in exchange for a loan payable of $40,000, resulting in
a  price  paid  per  share  of  $2.05  at  the  exchange  date.

(G)  CONVERSION  OF  PRINCIPAL  STOCKHOLDER'S  DEBT  TO  EQUITY
---------------------------------------------------------------

In  December  1998,  $126,644  of  amounts due to the principal stockholder were
converted  to  common  stock at the fair value of the stock on December 1, 1998,
which  was  $1.80  per  share  (See  Note  12).

(H)  PRIVATE  PLACEMENT
-----------------------

From  January through April 5, 1999, the Company issued common stock pursuant to
Regulation  D,  Rule 504 of the Securities Act of 1933, as amended.  The Company
issued  403,000  shares  for  aggregate  cash  proceeds  of  $934,500.

(I)  CONVERTIBLE  PREFERRED  STOCK  AND  COMMON  STOCK  WARRANTS
----------------------------------------------------------------

On  July 16, 1999, pursuant to a securities purchase agreement (the "Agreement")
the  Company  issued  15,000  shares of Series A Convertible Preferred Stock and
223,881  warrants  to  purchase  common  stock  to  four  investors  for a total
aggregate  selling  price  of  $1,500,040.  The  debentures contain a beneficial
conversion  feature whereby the stock is convertible any time after the issuance
date  at  the lesser of (a) $8.5938 or (b) 80% of the market price of the common
stock  as  defined in the Agreement.  The preferred stock entitles the holder to
receive  on  each  July  1, and January 1, commencing January 1, 2000 cumulative


                                      -61-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1999 AND 1998
                       --------------------------------

dividends  at 8% per annum computed on the basis of $100 per preferred stock. At
the  Company's option, the dividends may be paid in cash or the Company's common
stock.  The  warrants are exercisable at $10.31 per share, vest immediately, and
expire  on  July  16,  2002.  As  a  result  of  accounting  for  the beneficial
conversion feature, the Company charged a $375,011 dividend to retained earnings
on  the  issuance  date.

A  total  of  750,000  shares of the Company's authorized common stock have been
reserved for issuance upon conversion of the preferred stock and exercise of the
warrants.

On  April  25, 2000, the Company received notice from the holder of the Series A
convertible  preferred  stock  that  as  a  result  of  the Company's failure to
register  the  common  stock  underlying  the preferred shares and various other
violations  of  other  agreements  entered  into  between  the  Company  and the
preferred  stock  holder that the preferred stock holder seeks the redemption of
its  preferred  stock  at  the redemption price of $625,000 plus all accrued but
unpaid  dividends,  plus all accrued but unpaid liquidated damages.  The Company
is  unable  to  register the underlying common stock shares until such time that
the  Company  is  in  a  position  to  file  a  registration  statement with the
Securities  and Exchange Commission. There can be no assurances that the Company
will  ever  be  in  a  position  to  file  a  registration  statement  or if the
registration  statement  will  ever  clear  comments.

NOTE  10  -  STOCK  OPTIONS
---------------------------

During  the  year  ended  December  31, 1999 the Company issued 108,000 warrants
(i.e.,  stock options) to certain consultants and other service providers of the
Company.

The  Company applies SFAS 123 for warrants and options issued to consultants and
other  service  providers.  For  financial statement disclosure purposes and for
purposes  of  valuing  these  stock options, the fair market value of each stock
option  granted  was  estimated  on  the  date  of grant using the Black-Scholes
Option-Pricing  Model  in  accordance  with  SFAS  123  using  the  following
weighted-average  assumptions:  expected  dividend  yield 0%, risk-free interest
rate  of  5.3%,  volatility  70%  and  expected  term of one year.  Accordingly,
professional  and consulting fees of $413,780 was charged to operations in 1999.
The  deferred  tax  asset  of  $140,685  resulting  from  the  professional  and
consulting  fees  of  $413,780  was  fully  offset  by  a valuation allowance at
December  31,  1999.

A  summary  of  the  options  issued  to  consultants as of December 31, 1999 is
presented  below:


                                                  Number of     Weighted Average
                                                   Options      Exercise  Price
                                                  ------------------------------

Stock  Options
--------------
  Balance at beginning of period                        -         $            -
  Granted                                          108,000        $         4.55
  Exercised                                             -                      -
  Forfeited                                             -         $            -
                                                  -----------      -------------
  Balance at end of period                         108,000        $         4.55
                                                  ===========      =============
Options exercisable at end of period               108,000        $         4.55

Weighted  average  fair  value  of  options
 granted  during  the  period                      108,000        $         3.83

The  following  table  summarizes information about stock options outstanding at
December  31,  1999:



<TABLE>
<CAPTION>
                        Options Outstanding     Options Exercisable
                        -------------------     -------------------
                                 Weighted
                    Number        Average     Weighted     Number      Weighted
    Range Of    Outstanding At   Remaining    Average    Exercisable    Average
    Exercise      December 31,  Contractual   Exercise   At December,  Exercise
     Price           1999           Life        Price      31, 1999       Price
--------------  --------------  -----------  ----------  ------------  --------
<S>             <C>             <C>          <C>         <C>           <C>
$         4.00          68,000   0.67 Years   $    4.00        68,000     $4.00
$  4.00 - 7.00          40,000   0.46 Years   $    5.50        40,000     $5.50
                --------------                 ----------------------
                       108,000   0.59 Years   $    4.55       108,000     $4.55
                ==============                            ===========
</TABLE>

NOTE  11  -  CONCENTRATIONS
---------------------------

(A)  SUPPLIER  CONCENTRATION
----------------------------

During  1998,  the  Company  procured  raw  materials from various suppliers but
contracted  the  production  of  finished  products  to  one primary third party
manufacturing company. During 1999, the Company contracted with other production
facilities  for several of its products and believes that many alternative third
party  production  facilities  are  available  should  the  need  arise.

(B)  CUSTOMER  CONCENTRATION
----------------------------


                                      -62-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

During  1998,  approximately  60% of consolidated revenues were derived from one
customer  and  12%  was  derived  from  one  other  customer.

During  1999,  there  was  no  significant  customer  concentration.

NOTE  12  -  RELATED  PARTIES
-----------------------------

The  Company  periodically  advances  funds  to  the  principal  stockholder and
affiliates  of the principal stockholder, pays certain expenses of the principal
stockholder,  and  borrows  from  the  principal  stockholder.  The  advances to
affiliates  are  shown  as  due  from affiliate at December 31, 1999 and the net
effect  of  transactions  with  the  principal  stockholder  are shown as due to
stockholder  at  December  31,  1999.  All  net  amounts  due  to  the principal
stockholder  at  December  31,  1998  were  converted  to  common  stock.  (See
supplemental  disclosure  of non-cash investing and financing activities in cash
flow  statement.)

The  Company received an advance of $40,000 from an individual during 1997 which
was  recorded  as  due  to  related  party at December 31, 1997 (see Note 9(F)).
During  1998  the  Company  issued  19,500  shares  of common stock to that same
individual  in  exchange  for  the  $40,000  payable.



NOTE  13  -  OPERATING  AND  LICENSE  AGREEMENTS
------------------------------------------------

(A)  OPERATING  AGREEMENTS
--------------------------

The Company enters into wholesaler and broker agreements whereby the wholesalers
and brokers are appointed the Company's sole and exclusive wholesaler and broker
within  a  specified  geographic  territory for certain stipulated products.  In
general,  under  the  agreements,  the wholesalers and brokers have the right to
purchase, sell, promote, advertise, and deliver the stipulated products.  Broker
agreements  allow  for  broker commissions while wholesaler agreements allow for
the purchase of product by distributors at a discount.  The agreements generally
may  be  terminated  by  either  party  with  60 days notice to the other party.

(B)  LICENSE  AGREEMENT
-----------------------

On June 24, 1999, the Company entered into a license agreement (the "Agreement")
with  a  licensor  whereby  the Company was granted the nonexclusive license for
certain Trimfast Energy Bars ("WCW Bars").  The agreement terminates on December
31,  2002.  As consideration for the license rights, the Company paid an advance
of  $50,000  on  the date of the agreement and agreed to pay the higher of 6% of
the  net sales under the license agreement or $100,000 on December 31, 1999, and


                                      -63-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

$100,000 on each of June 30, 2000, September 30, 1999,December 31, 2000 and June
30, 2001.  The advance of $50,000 was recorded as prepaid expenses and amortized
over  the  term  of the agreement.  As of December 31, 1999, 6% of the net sales
did  not  exceed  the  agreed  amount  of $100,000. Thus, the Company accrued an
amount  of  $100,000  to  be paid to the licensor, which is included in Accounts
Payable  as  of  December  31,  1999.

NOTE  14  -  ACQUISITIONS  AND  FORMATIONS  OF  SUBSIDIARY
----------------------------------------------------------

(A)  ACQUISITION  AND  RECAPITALIZATION
---------------------------------------

Under  a  Stock  Exchange  Agreement (the "Agreement") consummated on August 12,
1998, HLHK World Group, Inc., a non-reporting public shell, acquired one hundred
percent of the issued and outstanding common stock of Trimfast, Inc. in exchange
for  1,370,049  shares  of the $0.001 par value common stock of HLHK.  Under the
terms  of the Agreement, the Trimfast, Inc., shares were exchanged at a ratio of
3 shares of HLHK common stock for each share of Trimfast, Inc. common stock.  As
a  result  of the exchange, the Company became a wholly-owned subsidiary of HLHK
and  the  stockholders  of  Trimfast,  Inc. became stockholders of approximately
60.42%  of HLHK which represented 1,370,049 shares of the total 2,268,298 issued
and  outstanding  just  subsequent  to  the  exchange  (Approximately  82% after
repurchase  agreement  discussed  in Note 9(D)).  Generally, Accepted Accounting
Principles  require  that  the  Company  whose  shareholders  retain  a majority
interest  in  a  combined  business  be  treated  as the acquiror for accounting
purposes.  As  a  result,  the exchange was treated as an acquisition of HLHK by
Trimfast,  Inc.  and  a  recapitalization  of  Trimfast,  Inc.  The  Company's
consolidated  financial statements immediately following the acquisition were as
follows:  (1)  The  Balance  Sheet  consists  of  Trimfast, Inc.'s net assets at
historical  cost  and HLHK's net assets at historical cost and (2) the Statement
of  Operations includes Trimfast, Inc.'s operations for the period presented and
HLHK's operations from the date of acquisition. On September 4, 1998 the Company
filed  an amendment to its articles of incorporation to (i) change its name from
HLHK  to Trimfast Group, Inc. and (ii) authorize 20,000,000 shares each of Class
A  and  Class  B  Preferred  Stock,  $0.01  par  value.

(B)  ACQUISITION  AND  RESCISSION
---------------------------------

On  March  18,  1999,  the  Company  acquired  IMMMU,  Inc. ("IMMMU") and IMMCEL
Pharmaceuticals,  Inc.  ("IMMCEL"),  two  companies unrelated to the Company but
related  to  each  other through common stockholders, in a transaction accounted
for  as  a  purchase.  Under  terms  of  the  agreement,  235,000  shares of the
Company's  common  stock,  $50,000 in cash and an option agreement for shares of
the  Company's  common stock exercisable based on stipulated Company performance
criteria  were  exchanged for all of the issued and outstanding capital stock of
IMMMU  and  IMMCEL.  The 235,000 common shares issued were valued at the trading
price  on  the consummation date resulting together with the other consideration


                                      -64-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

in  a  purchase  price  of  $975,312.  IMMMU  and  IMMCEL  are  manufacturers of
nutritional  supplements  primarily  marketed  to  pharmacies,  supermarkets and
discount  stores.  In connection with the acquisitions, the Company entered into
a  five  year  employment  agreement,  renewable  in one year increments, with a
former  stockholder  of IMMMU and IMMCEL whereby the former stockholder would be
employed  as  the  Chief  Executive Officer of IMMMU and IMMCEL and serve on the
Board  of  Directors  of  the Company.  The former stockholder was to receive an
annual  salary  of $75,000 and a bonus based on stipulated performance criteria.
The  employment agreement could have been terminated by the Company if IMMMU and
IMMCEL  had  two  consecutive  non-profitable  fiscal quarters as defined in the
agreement.  On  October  23,  1999,  effective October 31, 1999, the Company and
former  stockholders of IMMMU and IMMCEL executed a rescission agreement for the
above  acquisitions  to make the parties whole.  The $50,000 cash and all common
stock issued to the seller were returned to the Company.  The Company recorded a
receivable  of  $88,830 for the net cash expenditures of IMMU and IMMCEL for the
period  from  the  acquisition  date to the rescission date of October 31, 1999.
The  receivable  was  written  off  as  of  December  31,  1999.  (See  Note  3)

(C)  ACQUISITION  OF  CERTAIN  ASSETS
-------------------------------------

On  May 24, 1999 the Company acquired certain assets of Ice Cold Water Co., Inc.
("ICW")  including  certain  receivables,  inventory,  property and equipment, a
customer  list and the name "Ice Cold Water" and all other intellectual property
rights  associated  with  the  name.  Under  terms of the agreement, the Company
acquired  the  assets for $20,000 in cash and a $100,000 promissory note at 8.5%
per  annum  which  is  due  in four monthly installments of $25,000 plus accrued
interest,  commencing  June 10, 1999.  The Company reserved 23,000 shares of the
Company's common stock in an escrow account to be released to ICW in the case of
default  of  payments.  The  Company  then  formed  a new subsidiary, The Cooler
Group, Inc. and transferred these assets into it.  During the month of November,
the  7,321  shares of the Company's common stock held in escrow were released in
exchange  for the remaining outstanding balance of principal and interest of the
promissory  note.  The  shares  were valued for financial accounting purposes at
the  quoted  market  price on the default date resulting in a value equal to the
principal  and  interest  of  $30,882.

(D)  FORMATION  OF  NEW  SUBSIDIARY
-----------------------------------

On  April  21,  1999, the Company formed a new subsidiary, Nutrition Cafe, Inc.,
doing  business as NutritionCafe.com.  NutritionCafe.com is an internet web site
business  established  to (i) provide nutrition information, (ii) provide portal
links  to  other  information  sites and (iii) market and sell at a discount the
Company's  products  and products of other nutrition product companies for which
the  Company  acts  as  a  distributor.


                                      -65-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

NOTE  15  -  GOING  CONCERN
---------------------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as a going concern.  The Company incurred a net loss of
$8,331,171  during  1999,  negative  cash  flows  from  operating  activities of
$2,084,257  and  had  a  working  capital  deficiency and accumulated deficit of
$1,818,422 and $9,646,805, respectively, at December 31, 1999.  In addition, the
Company  is  subject  to  several legal actions with regard to a product whereby
uncertainties  exist  regarding  related contingent liabilities (See Note 8(D)).
These conditions raise substantial doubt about the Company's ability to continue
as  a  going  concern,  and if substantial additional funding is not acquired or
alternative  financing  sources  developed to meet the Company's working capital
and  contingent  liabilities  needs,  management will be required to curtail its
operations.


The  Company's  President  and  Principal Stockholder has contributed marketable
securities  and  cash  capital  to  the  Company  during  2000 to fund continued
operations  and  expansion.  In  addition, the Company is attempting to secure a
mortgage  on  their building, has been seeking additional equity capital and has
recently  acquired  a  health  products  company  (See Note 16 (C)).  Management
believes  that  actions  presently  being  taken provide the opportunity for the
Company  to continue as a going concern.  No assurance is possible of additional
financing.  Without  additional  financing the Company may be unable to continue
as  a  going  concern.


NOTE  16  -  SUBSEQUENT  EVENTS
-------------------------------

(A)  CONSULTING  AGREEMENT
--------------------------

On  March  7, 2000 (the "Effective Date"), the Company entered into a consulting
agreement  with a business consultant (the "Consultant").  The services provided
by  the  Consultant primarily consist of  the preparation of a Private Placement
Memorandum.  In addition, the Consultant will provide general investment banking
consulting  services  to  help the Company to implement its business objectives.
As  consideration  for  the  services  provided,  the  Company agreed to pay the
Consultant  a  monthly  service  fee of $2,500 and 15% of all investment capital
raised  for  the  Private  Placement,  including  a  negotiable  finder's  fee.
Furthermore, the Company agreed to issue to the Consultant 5% of the quantity of
shares  of  the  Company's  common  stock  sold  through  the Private Placement.

(B)  LICENSE  AGREEMENT
-----------------------

On  February  25,  2000,  effective March 1, 2000 (the "Commencement Date"), the
Company  entered  into a license agreement (the "Agreement") whereby the Company
was granted the nonexclusive license for a children's chewable multi-vitamin and
mineral  supplement.  The agreement is for nineteen months from the Commencement
Date. As consideration, the Company agreed to pay a minimum royalty of $150,000,
of  which  $100,000  was paid as an advance on the date of the agreement and the
remaining  balance  of  $50,000 is payable on March 1, 2001.  The agreed royalty
rate  is  9%  of  the  net  sales.


                                      -66-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

(C)  ACQUISITION  AND  STOCK  EXCHANGE  AGREEMENT
-------------------------------------------------


On March 20, 2000 (the "Closing Date"), the Company consummated a stock exchange
agreement  (the  "Agreement")  with Nutrition Superstores.com, Inc.  ("Nutrition
Superstores")  to  acquire  one  hundred  percent  of the issued and outstanding
common stock of Nutrition Clubstores, Inc.  ("Nutrition Clubstores") in exchange
for  $150,000 in cash and 570,000 shares of the Company's common stock valued at
$4.80  per share based on the average quoted trading price a few days before and
after  the  announcement  of  the  transaction  as required by EITF 95-19.  As a
result of the exchange, Nutrition Clubstores became a wholly owned subsidiary of
the  Company.  In case the net worth of Nutrition Clubstores as reflected on its
audited  financial  statements - to be provided to the Company within 60 days of
the  Closing  Date  -  is  less  than  85%  of the net worth as reflected on its
financial statements as of February 29, 2000, Nutrition Superstores will receive
one  share  less  of  the  Company's  common  stock for every $5.00 reduction or
portion  thereof  in  net  worth.  Under the terms of the Agreement, the Company
agreed  to  pay  a  royalty fee of 3% of the gross sales revenues generated from
Nutrition  Clubstores  kiosks  for a period beginning three months following the
Closing Date and continuing for a period of twelve months thereafter.  As of the
date  of  this  report,  the  Company  issued  the  570,000  shares and paid the
$150,000.  The  Company  estimates  its transaction costs, which are included in
the  figures  below  to  be  approximately  $5,000.


The acquisition will be accounted for under the purchase method.  Subject to the
completion of the Nutrition Clubstores audit, the Company anticipates allocating
the  $2,886,000  purchase  price  of  this  acquisition  as  follows:  inventory
$410,885,  fixed assets $367,848, goodwill $2,335,004, accounts payable $162,422
and  notes  payable  $65,315.

NOTE  17  -  RESTATEMENT
------------------------

Subsequent to the issuance of the Company's 1999 and 1998 consolidated financial
statements,  management  became  aware that non-cash stock based compensation of
$762,000  resulting from a principal stockholder transaction was not included in
the  statement of operations in 1998.  The inclusion of this item in the revised
1998  consolidated financial statements has the effect of changing net income of
$22,026  to  a  net loss of $739,974 and changing earnings per share of $0.01 to
loss  per  share  of $0.43. Subsequent to the issuance of the Company's 1999 and
1998  consolidated  financial  statements,  management became aware that a stock
repurchase  commitment of $1,317,500 was not included as a liability at December
31,  1999  and  common  stock  issued to consultants and other professionals was
undervalued in the statement of operations in 1999 by $949,000 due to a discount
taken  on  the  quoted trading price.  The inclusion of these items and the 1998
restatement in the revised 1999 consolidated financial statements has the effect
of  increasing  current liabilities by $1,317,500, increasing additional paid-in


                                      -67-
<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1999 AND 1998
                        --------------------------------

capital by $393,500, increasing net loss by $949,000 and increasing net loss per
share  by  $0.23.


                                      -68-
<PAGE>
Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

The accounting firm of Schvaneveldt and Company previously audited our financial
statements.  As  a  result  of the stock exchange agreement entered into between
the Shareholders of Trimfast, Inc. and us on August 12, 1998, there was a change
in  control  of  the Company and a relocation of our principal place of business
from Las Vegas, Nevada to Tampa, Florida. As a result of this move, the Board of
Directors  felt  that  we would be better served by retaining an accounting firm
located in the State of Florida.  As a result, we engaged the firm of Weinberg &
Co.  to  conduct  our  latest  audit.

                                   PART  III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant.

Our  Bylaws  provide  that we shall have a minimum of three (3) directors on the
board  at any one time. Vacancies are filled by a majority vote of the remaining
directors  then  in office.  The directors and executive officers of the Company
are  as  follows:


NAME  AND  ADDRESS               AGE          POSITIONS  HELD

Michael  Muzio                    36          President/Treasurer/Director
4957  Bayshore  Blvd.
Tampa  Florida  33611

Gregg Vosler                      52          Vice President/Secretary/
851  Lantana  Avenue
Director
Clearwater Beach Florida 34630


Christopher  Hee                  58          Director
3152  Fiesta  Drive
Dunedin Florida 34689

John Troy                         37          Chief  Financial  Officer
4014 W Waters Avenue #1508
Tampa, Florida 33614


                                      -69-
<PAGE>
The  directors  named  above  will  serve  until  the next annual meeting of our
shareholders  or  until  their  successors  shall have been elected and accepted
their  positions.  Directors  are  elected  for  one year  terms.

Mr.  Muzio,  Mr.  Vosler  and  Mr.  Troy  are  parties to an oral
employment  agreement  with  the  Company  that  pays  each  an annual salary of
$150,000  $50,000  and $65,000 respectively.  In addition, these oral employment
agreements  include  provisions for family health insurance coverage through the
Company, provisions for memberships at the Harbour Island Athletic Club, and Mr.
Vosler  has  use  of  an  automobile  owned  by  the  Company.

We  have  no  minimum  or  maximum  bonuses  which  are  implied  or  expressly
communicated to any of our employees.  Bonuses are only paid at the direction of
our Board of Directors.  All factors affecting performance are evaluated, by our
board  of  directors, including the company's overall performance and the impact
that  individual  had  upon  our  performance.  If appropriate a bonus amount is
proposed  to  the  Board  of  Directors  and  is  submitted  for  a  vote.

MICHAEL  MUZIO: Since 1996, Mr. Muzio has served as president of the Company and
Trimfast, Inc.  Prior thereto, from 1991 until 1995 he served as chief executive
officer  of  Advanced  Medical  Diagnostics,  Inc.  Research  and development in
health  related  products  represent  a  significant  portion  of his prior work
experience.   In 1994, Mr. Muzio filed for Bankruptcy Protection under Chapter 7
in  the  Southern  District  of  Florida,  Case  Number  93-5409-8P7.

GREGG  VOSLER:  Mr.  Vosler  has  served  as  vice  president of the Company and
Trimfast,  Inc.  since November of 1997.  Previously, from June 1996 to November
1997, he served as Director of Development for Physician's Weight Loss Center in
Akron,  Ohio.  In  that  capacity  he  was responsible for systems and franchise
development  in the United States.  From 1993 through June 1996, he served as an
independent  consultant  in  the  medical  weight  loss  and  health  industry.

CHRISTOPHER  HEE: Mr. Hee was appointed to serve as a director of the Company on
October  6,  1998.  Dr.  Hee  received  his M.D. degree at Sydney University, in
Sydney,  Australia.  He  completed  his  residency  at State General Hospital in
Melaka,  Malaysia.   Dr. Hee opened and operated four medical clinics in Tampin,
Malaysia.  After  gaining  admission  to practice medicine in the United States,
Dr.  Hee  became  the  Chief  Medical  Officer  of the Tampa Military Processing
Station for the United States Department of Defense.  Dr. Hee provides the Board
with  the  medical  background  and  skills necessary for the Company to develop
vitamins  and  supplements.

JOHN  TROY:  Mr.  Troy  became  our  Chief Financial Officer in October of 1999.
Prior  to  his  current  position,  he  served  as  a  Controller  for EnviroSys
International  from  February  to September of 1999.  From November 1997 through
October  1998,  Mr.  Troy  was  an  Assistant  Controller  of  Raymond  James  &
Associates.  From  November  1995 through May of 1997, he was Accounting Manager
at  Lykes,  Financial Services Division.  Prior to this position, Mr. Troy was a
Controller  of  Chico's  FAS,  Inc.  until March of 1995.  Mr. Troy obtained his
Associates  of  Science Degree in May of 1988 from Holyoke Community College and
his Bachelor of Science Degree in Accounting from Western New England College in
1990.


                                      -70-
<PAGE>
Item  10.  Executive  Compensation

Mr. Muzio, our president and treasurer, oversees the operations of the Trimfast,
Inc.  subsidiary  and  in consideration thereof, receives annual compensation of
$150,000.  Mr.  Vosler,  the  Company's  vice  president and secretary, oversees
sales  and in consideration thereof receives annual compensation of $50,000. Mr.
Troy  is  responsible  for the accounting and financial reporting of the company
and  receives annual compensation of $65,000.  Mr. Muzio and Mr. Vosler exercise
complete  control  over  employee  compensation.

The  terms  and  conditions of each officer's employment is reviewed annually by
our  Board  of  Directors  who  may  also  award  annual  bonuses.  There  is no
compensation  paid  to  our board members for serving on the Board of Directors.
However,  board  members  are  reimbursed for all costs and expenses incurred in
either  attending  Board  meetings  or, for any expenses incurred on our behalf.

The  following  table  sets  forth  the  compensation of the company's three (3)
officers  for  the  last  three  (3)  fiscal  years:

SUMMARY  COMPENSATION  TABLE(1)

<TABLE>
<CAPTION>
Name &                    Annual Compensation           Long-Term Compensation                Other
Position            Year       Salary      Bonus     Other     Stock        SARs     LTIP     Comp
<S>                 <C>       <C>           <C>      <C>      <C>           <C>      <C>      <C>
Michael Muzio
  President &       1999      $ 150,000      $ 0      $ 0      $       0      $ 0      $ 0      $0
 Treasurer          1998      $ 150,000      $ 0      $ 0      $ 240,000      $ 0      $ 0      $0
                    1997      $       0      $ 0      $ 0      $       0      $ 0      $ 0      $0

Gregg Vosler
  Vice President    1999      $  50,000      $ 0      $ 0      $      0       $ 0      $ 0      $0
   & Secretary      1998      $  50,000      $ 0      $ 0      $ 96,000       $ 0      $ 0      $0
                    1997      $  31,000      $ 0      $ 0      $      0       $ 0      $ 0      $0

JOHN  TROY
    Chief           1999      $  52,500      $ 0      $ 0      $      0       $ 0      $ 0      $0
   Financial        1998      Not  employed  with  the  company
   Officer          1997      Not  employed  with  the  company.
<FN>
(1)  The  amount used in this table were calculated using the market close price
for  TRIM  common  stock  on  December  31,  1998.
</TABLE>


                                      -71-
<PAGE>
Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.

     The following table sets forth the security ownership of certain beneficial
owners  of  the  Company  as  of March 31, 2000 known to own more than 5% of the
Company's  common  stock:.


TITLE  OF        NAME & ADDRESS               NO. OF & NATURE OF          %OWNED
CLASS                                             OWNERSHIP

Common           Michael Muzio                 1,033,846:  Direct         20.28%
                 4957 Bayshore Blvd.
                 Tampa, Florida 33611

Common           Mark Sansom                     312,000:  Direct          6.12%
                 4061 South Powers Circle
                 Salt Lake City, UT 84124

Common           Carroll Edwards                 300,000:  Direct           5.8%
                 Box 219
                 Marshville, NC 28103


Common           Nutrition Superstores.com Inc.  570,000:  Direct         11.18%
                 3600 Investment Lane Suite 102
                 West Palm Beach, FL 33404


Security  Ownership  of  Officers  and  Directors.


TITLE  OF                                         NO.  OF     NATURE  OF
CLASS                   NAME  &  ADDRESS          SHARES(1)   OWNERSHIP   %OWNED

Common                  Michael  Muzio            1,033,846   Direct      20.28%
                        4957  Bayshore  Blvd.
                        Tampa,  Florida  33611

Common                  Gregg  Vosler                0        Direct       00.0%
                        851  Lantana  Avenue
                        Clearwater  Beach,
                        Florida  34630

Common                  Christopher  Hee            1,749     Direct       Less
                        3152  Fiesta Drive                              Than 1%
                        Dunedin,  Florida 34689

Common                  John  Troy                  10,000    Direct       Less
                        4014  W  Waters  Avenue                         Than 1%
                        #1508
                        Tampa,  Florida  33614
-------------------------------------------------------------------------------
All  Officers  and  Directors  as  a  Group
(3  Individuals)                                 1,045,595    Direct     20.51%


                                      -72-
<PAGE>
Any  shares  of  Common  stock  underlying  outstanding  options,  warrants  or
convertible  debentures  are  included  in  the  figures under number of shares.

Changes  in  Control.
There  are  currently no arrangements, which would result in a change in control
of  our  Company.

Item  12.  Certain  Relationships  and  Related  Transactions.

On  August  12,  1998,  we  acquired all of the issued and outstanding shares of
common  stock  of  Trimfast,  Inc.,  in  exchange for the issuance of 13,705,488
shares  of  our  common stock.  In conjunction therewith, Michael Muzio acquired
975,000 shares of our common stock and Gregg Vosler was issued 120,000 shares of
our common stock.  As a result of this transaction the shareholders of Trimfast,
Inc.  gained  control  of  our  Company  after  August  12,  1998.

On  December  8, 1998, Mr. Muzio purchased all 508,313 shares of our outstanding
common  stock  held beneficially by our prior principal shareholder in a private
transaction.

Effective  December 31, 1998, our principal shareholder exchanged $126,664.00 of
loans  due  to  him  by us for 70,358 shares of our common stock.  The number of
shares  received  by  Mr. Muzio was on a dollar for dollar basis, based upon the
outstanding debt obligation as of December 1, 1998 and the stock valued at $1.80
per  share, with the debt due Mr. Muzio. During 1998, we issued 65,000 shares of
our  common  stock to Marsha Hardin, an associate and business consultant to Mr.
Muzio,  in  a  related  party exchange for a loan payable by us in the amount of
$40,000.

Mr.  Muzio has entered into an oral employment agreement with us, which pays him
an  annual  compensation  of  $150,000.   It is expected that we will renew this
agreement  in  the  year  2001.   Mr. Vosler has entered into an oral employment
agreement  with  us,  which  pays  him  an annual compensation of $50,000. It is
expected  that  we  will  renew  this  agreement in the year 2001.  Mr. Troy has
entered  into  an  oral  employment agreement with the company which pays him an
annual  compensation  of  $65,000.  It  is  expected that this agreement will be
renewed  in  2001

We periodically advance funds to the principal stockholder and his affiliates as
well  as  borrow funds from the same parties.  All of these amounts are interest
free  without  specific  repayment  terms.


                                      -73-
<PAGE>
                                    PART IV

Item  13.   Exhibits,  Financial  Statement  Schedules, and Reports on Form 8-k.


          2.1   Kendrex  and  HLHK  Merger  Agreement  **
          2.2   TrimFast  Inc.  Acquisition  Agreement  **
          2.3   Rescission  Of  Immu  and  Immcel  Acquisitions  **
          3.1   Articles  of  Incorporation  Kendrex  Systems,  Inc  *
          3.2   Amendment  to  Kendrex  Articles  of  Incorporation  *
          3.3   Certificate  of  Incorporation  for  HLHK  World  Group,  Inc.*
          3.4   Certificate  of  Amendment to Articles of Incorporation for
                HLHK  World  Group,  Inc.*
          3.5.  Bylaws*
          4.1   Specimen  Share  Certificate  *
          4.2   Debenture  Agreement  *
          4.3   Warrant  Agreement   **
          4.4   Preferred  Share  Agreement  **
         10.1   Lease  Option  Agreement  *
         10.2   WCW  Agreement  ***
         10.3   MSN  Agreement  **
         10.4   Distribution  Agreement  **
         10.5   Convertible Debenture Subscription Agreement ***
         10.6   Aryeh Trading Agreement dated March 18, 1999 ***
         10.7   Aryeh Trading Agreement dated March 30, 1999 ***
         10.8   Aryeh Trading Agreement dated October 22, 1999 ***
         10.9   Aryeh Trading Agreement dated November 10, 1999 ***
         10.10  Stock Exchange Agreement - Nutrition Clubstores ****
         21     Subsidiaries  of  Registrant
         23     Consent  of  Weinberg  &  Company,  P.A.*****
         27     Financial  Data  Schedule

     *  Filed  as  an  exhibit  to the Company's Form 10-SB on July 12, 1999 and
incorporated  herein  by  reference.

     ** Filed as an exhibit to the Company's Form 10-SB on December 23, 1999 and
incorporated  herein  by  reference.

     *** Filed  as  an  exhibit  to the Company's Form 10-SB on June 2, 2000 and
incorporated herein by reference.

    **** Filed  as  an  exhibit  to  the  Company's Form 8-K on May 12, 2000 and
incorporated herein by reference.

   ***** Filed  as  an  exhibit to the Company's Form 10-KSB on April 13th, 2000
and incorporated herein by reference.



                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

Registrant:
TrimFast  Group,  Inc.

    /s/  Michael  Muzio
------------------------
By:  Michael  Muzio,  president


                                      -74-
<PAGE>

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
report has  been  signed  below  by  the  following  persons  on  behalf  of the
registrant and  in  the  capacities  and  on  the  date  indicated:

BY   /s/  Michael  Muzio                        DATE:    June 5,  2000
   ---------------------------
     Michael  Muzio,  president/Director


BY: /s/  Gregg  Vosler                          DATE:    June 5,  2000
   ---------------------------
     Vice  President,  Secretary,  director

BY: /s/  John  Troy                             DATE:    June 5  2000
   ---------------------------



                                      -75-
<PAGE>