U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2012   ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______________ to ______________  Commission File Number: 333-121787  HPIL HOLDING (Exact name of registrant as specified in its charter)  Nevada

   

   20-0937461(State or other jurisdiction of

   

   (I.R.S. Employerincorporation or organization)

   

   Identification No.)
  7075 Gratiot Road, Suite One, Saginaw, MI 48609 
 (Address of principal executive offices)  (248) 750-1015 
 (Registrant’s telephone number, including area code) 
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. YesxNo ̈  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesxNo ̈  Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer ̈

   

   Accelerated Filer ̈Non-accelerated Filer ̈

   

   Smaller Reporting Companyx
  Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈Nox  As of August 20, 2012, there were 105,755,000 shares of common stock, par value $0.0001, issued and outstanding.


---



HPIL HOLDING FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Unaudited Condensed Financial Statements
 
 1Item 2 Management’s Discussion and Analysis of
  Financial Condition and Results of Operations
 
 9Item 3 Quantitative and Qualitative Disclosures
  About Market Risk
 
 10Item 4 Controls and Procedures
 
 10PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 11Item 1A Risk Factors
 
 11Item 2 Unregistered Sales of Equity Securities
  and Use of Proceeds
 
 11Item 3 Defaults Upon Senior Securities
 
 11Item 4 Mine Safety Disclosures
 
 11Item 5 Other Information
 
 11Item 6 Exhibits
 
 11SIGNATURES
 
 12


---



PART
I---FINANCIAL INFORMATION  Item 1. Financial
Statements.  HPIL HOLDING(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED BALANCE SHEETSAS OF JUNE 30, 2012 AND DECEMBER 31, 2011June 30, 2012
 
 December 31, 2011ASSETSCurrent Assets:Cash
 $
 9,877
 $
 -Prepaid expense
 
 15,000
 
 -Total Current Assets
 
 24,877
 
 -Other Assets:Patents
 
 
 
 25,000,000
 
 -Total Other Assets
 
 
 
 
 25,000,000
 
 -Total Assets
 $
 25,024,877
 $
 -LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current Liabilities:Accounts payable and accrued
  liabilities
 $
 20,826
 $
 93,781Advances from stockholder
 
 112,669
 
 450,844Total Current Liabilities
 
 133,495
 
 544,625Commitments
 
 -
 
 -Stockholders' Equity (Deficit):Preferred stock,
  series 1, class P-1 par value $8.75;25,000,000
  shares authorized; 22,000 issued andoutstanding at June 30, 2012
  and December 31, 2011
 192,500
 
 192,500Preferred stock,
  series 2, class P-2 par value $7.00;75,000,000
  shares authorized; Nil issued andoutstanding at June 30, 2012
  and December 31, 2011
 
 -
 
 -Common stock par value $0.0001;
  400,000,000 sharesauthorized;  104,755,000
  and 2,255,000 issued and outstanding atJune 30, 2012 and December
  31, 2011, respectively
 
 10,476
 
 226Additional paid-in capital
 
 25,628,932
 
 139,182Deficit accumulated during
  the development stage
 
 (940,526)
 
 (876,533)Total Stockholders' Equity (Deficit)
 
 24,891,382
 
 (544,625)Total
  Liabilities and Stockholders'  Equity (Deficit)
 $
 25,024,877
 $
 -The accompanying notes are
  an integral part of these unaudited condensed financial statements.


---



1 
 HPIL HOLDING (formerly Trim Holding Group) (A Development Stage Company) UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the PeriodFrom InceptionFor the Three
 
 For the Three
 
 For the Six
 
 For the Six
 
 (February 17,Months Ended
 
 Months Ended
 
 Months Ended
 
 Months Ended
 
 2004) toJune 30,
 
 June 30,
 
 June 30,
 
 June 30,
 
 June 30,2012
 
 2011
 
 2012
 
 2011
 
 2012Sales
 $
 -
 $
 -
 $
 -
 $
 -
 $
 42,021Cost of Goods Sold
 
 -
 
 -
 
 -
 
 -
 
 36,419Gross Profit
 
 -
 
 -
 
 -
 
 -
 
 5,602Operating Expenses:General and administrative
 
 46,255
 
 64,997
 
 63,993
 
 81,994
 
 727,181Total Operating Expenses
 
 46,255
 
 64,997
 
 63,993
 
 81,994
 
 727,181Loss from Continuing
  Operations
 
 (46,255)
 
 (64,997)
 
 (63,993)
 
 (81,994)
 
 (721,579)Loss from Discontinued
  Operations
 
 -
 
 -
 
 -
 
 -
 
 (218,947)Net Loss
 $
 (46,255)
 $
 (64,997)
 $
 (63,993)
 $
 (81,994)
 $
 (940,526)Loss per
  Weighted Number of SharesOutstanding -
  Basic and Diluted
 $
 (0.01)
 $
 (0.03)
 $
 (0.02)
 $
 (0.04)
 $
 (0.36)Weighted Average
  Number of SharesOutstanding - Basic
  and Diluted
 
 5,661,593
 
 2,255,000
 
 3,958,297
 
 2,255,000
 
 2,595,132
  The accompanying notes are an
integral part of these unaudited condensed financial statements.  2 
 HPIL HOLDING(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED STATEMENTS OF CASH FLOWSFor the PeriodFrom InceptionFor the Six
 
 For the Six
 
 (February 17,Months Ended
 
 Months Ended
 
 2004) toJune 30,
 
 June 30,
 
 June 30,2012
 
 2011
 
 2012OPERATING ACTIVITIES:Net loss
 
 $
 (63,993)
 $
 (81,994)
 $
 (940,526)Adjustment for non-cash
  item:Common stock issued for
  services
 
 -
 
 -
 
 10,000Deferred stock
  offering expense amortization
 
 -
 
 -
 
 32,842Adjustments for changes in
  working capital:Prepaid expenses
 
 (15,000)
 
 13,850
 
 (15,000)Accounts payable and accrued
  expenses
 
 (72,955)
 
 2,623
 
 20,826CASH USED IN OPERATING
  ACTIVITIES
 
 (151,948)
 
 (65,521)
 
 (891,858)FINANCING ACTIVITIES:Proceeds from issuance of
  common stock
 
 -
 
 -
 
 19,450Advances from stockholder
 
 161,825
 
 68,402
 
 612,669Advances from officers
  forgiven
 
 -
 
 -
 
 109,958Stock issued in settlement
  of debt
 
 -
 
 -
 
 192,500Deferred stock offering
  expenses
 
 -
 
 -
 
 (32,842)Proceeds from notes payable
 
 -
 
 (8,578)
 
 -CASH PROVIDED BY FINANCING
  ACTIVITIES
 
 161,825
 
 59,824
 
 901,735NET (DECREASE) INCREASE IN
  CASH
 
 9,877
 
 (5,697)
 
 9,877CASH - BEGINNING OF PERIOD
 
 -
 
 5,736
 
 -CASH - END OF PERIOD
 $
 9,877
 $
 39
 $
 9,877The accompanying notes are
  an integral part of these unaudited condensed financial statements.


---



3 
 HPIL HOLDING (formerly Trim Holding Group) (A Development Stage Company) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION  Nature of Operations  HPIL HOLDING (the “Company”) (formerly Trim Holding Group) was
incorporated on February 17, 2004 in the state of Delaware. A substantial part
of the Company’s activities were involved in developing a business plan to
market and distribute fashion products. . On June 16, 2009, the majority interest in the Company was
purchased in a private agreement by Louis Bertoli, an individual, with the
objective to acquire and/or merge with other businesses.


---



On October 7, 2009, the Company merged
with and into Trim Nevada, Inc., which became the surviving corporation. The
merger did not result in any change in the Company’s management, assets,
liabilities, net worth or location of principal executive offices. However,
this merger changed the legal domicile from Delaware to Nevada where Trim
Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was
automatically converted into one share of the common stock of Trim Nevada, Inc.  Pursuant to the merger, the Company changed its name from TNT
Designs, Inc. to Trim Holding Group and announced the change in the Company’s
business focus to health care and environmental quality sectors.  Subsequently, the Company determined it no longer needed its
inactive subsidiaries, and as such, all three subsidiaries were dissolved. As
of June 30, 2012, the Company has not yet commenced operations. Expenses
incurred from February 17, 2004 (date of inception) through June 30, 2012
relate to the Company’s formation and general administrative activities.  On May 21, 2012, the Company changed its name to HPIL HOLDING.
HPIL HOLDING’s main activity is in the business of investing.  Basis of Presentation  The accompanying Unaudited
Condensed Financial Statements (“Financial Statements”) have been prepared by
management in accordance with U.S. generally accepted accounting principles
(“GAAP”) for interim financial information and applicable rules and regulations
of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not
include all the information and disclosures required by U.S. GAAP for complete
financial statements. In the opinion of management, all adjustments, consisting
principally of normal recurring adjustments, considered for fair presentation
have been included. These Financial Statements should be read in conjunction
with the Company’s audited financial statements and accompanying notes for the
year end December 31, 2011 included in our Annual Report on Form 10-K/A filed
with SEC on April 24, 2012. Additionally, our operating results for the six
months ended June 30, 2012 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2012 or for any other period. 4 
 NOTE 2 – GOING
CONCERN  The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
In the course of its start-up activities, the Company has sustained operating
losses and expects to incur an operating loss in 2012 and for the foreseeable
future. The Company has generated a limited amount of revenue and has not
achieved profitable operations or positive cash flows from operations. The
Company has negative working capital of $108,618 at June 30, 2012. The
Company’s majority stockholder has provided funding in recent periods and has
indicated his intent and ability to provide financial support to the Company at
least through June 30, 2013.  NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES  Development Stage Company  The Company is a development stage company. The Company is still
devoting substantially all of its efforts on establishing the business and its
planned principal operations have not yet commenced, but are planned to
commence in the next twelve months.  Use of Estimates  The preparation of financial statements, in conformity with GAAP,
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.


---



Management evaluates these estimates and assumptions on a regular
basis. Actual results could differ from these estimates.  Income Taxes  The Company accounts for income taxes whereby deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements 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. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. The Company
adopted guidance regarding accounting for uncertainty in income taxes. This
guidance clarifies the accounting for income taxes by prescribing the minimum
recognition threshold an income tax position is required to meet before being
recognized in the financial statements and applies to all federal or state
income tax positions. Each income tax position is assessed using a two-step
process. A determination is first made as to whether it is more likely than not
that the income tax position will be sustained, based upon technical merits,
upon examination by the taxing authorities. If the income tax position is
expected to meet the more likely than not criteria, the benefit recorded in the
financial statements equals the largest amount that is greater than 50% likely
to be realized upon its ultimate settlement.As of June 30, 2012 and
December 31, 2011 there were no amounts that had been accrued in respect to
uncertain tax positions.  The Company’s tax returns are
not currently under examination by the Internal Revenue Service (“IRS”) or
state authorities. However, fiscal years 2008 and later remain subject to
examination by the IRS and respective states.  Net Loss per Share  Basic loss per share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding for the period.
Diluted loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding for the period and the number of
shares of common stock issuable upon assumed exercise of preferred stock and
warrants.  For the Quarters ended June 30, 2012 and 2011 and for the period
from inception (February 17, 2004) to June 30, 2012, there were no outstanding
instruments having a dilutive effect, due to the recurring losses.  Recently Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements significantly affect the Company. 5 
 NOTE 4 –
INTANGIBLE ASSETS - PATENTS  On June 28, 2012, the Company and GIOTOS Limited (“GIOTOS”) entered
into a Stock Purchase Agreement whereby the Company acquired a portfolio of
patent rights (“the Patents”) from GIOTOS in exchange for 100,000,000 shares of
common stock. GIOTOS is a company owned and controlled by Mr. Louis Bertoli,
the Company’s majority stockholder. The Patents were valued at $25,000,000
which was the estimated fair value of the Company’s common stock at the date of
the acquisition.  The valuation of the Patents is preliminary as management has
not received its independent valuation of all patents acquired, and any
valuation amount that is less than the recorded amount will be adjusted, once
the valuation is received.  The Patents have a useful life of eight years and will be
amortized on a straight line basis over that period.  No amortization expense
has been recognized as of June 30, 2012.


---



NOTE 5 – NOTE PAYABLE  During the year ended December 31, 2010 the Company entered into
an agreement with a financing company to finance the cost of D&O executive
and organization liability insurance premium. The insurance policy was
effective until July 30, 2011 and the unexpended portion of the premium was
$8,578 as of December 31, 2010 which is included in prepaid expenses as of that
date. The balance payable under the financing arrangement was $13,000 at
December 31, 2011 and was paid in full during the period ended June 30, 2012. 6 
 NOTE 6 – CAPITAL
STOCK  On
October 7, 2009, the Company approved increasing the number of authorized
shares of common stock from 30,000,000 to 400,000,000 with no change in par
value of $0.0001 per share.  On
October 7, 2009, the Company approved the designation of two classes of
preferred stock totaling 100,000,000 shares. The first class is called Series
1, Class P-1 consisting of 25,000,000 authorized shares with a par value of
$8.75 per share; each share will have voting rights equal to 100 shares of
common stock; each share will be convertible into 1.25 shares of common stock
at the discretion of the stockholder. The second class is called Series 2,
Class P-2 consisting of 75,000,000 authorized shares with a par value of $7.00
per share; each share will have the voting rights equal to 1 share of common
stock; each share will be convertible into one share of common stock at the stockholder's
discretion.  On December 4, 2009, we issued 22,000 shares of Series 1, Class
P-1 preferred stock to Mr. Louis Bertoli in consideration for satisfaction of
an outstanding debt incurred from a cash loan of $192,500 provided to the
Company by Mr. Bertoli.  On June 27, 2012,we issued 2,500,000 shares of common stock to Mr.
Louis Bertoli in consideration for satisfaction of $500,000 of advances from
stockholder.  On June 28, 2012, pursuant to the terms of a Patent Purchase
Agreement made by and between the Company and GIOTOS Limited, we issued
100,000,000 shares of common stock to GIOTOS Limited, a company owned and
controlled by Mr. Louis Bertoli. The number of shares issued and the purchase
price are subject to a fairness opinion and a valuation of the patents and may
be adjusted based upon the fairness opinion and the valuation of the patents.  NOTE 7 – RELATED PARTY TRANSACTIONS  The Company has advances payable to its current majority stockholder
totaling $112,669 as of June 30, 2012 and $450,844 as of December 31, 2011. All
transactions with Mr. Louis Bertoli or his affiliated companies are considered
to be related party transactions. These advances were made to be used for
working capital. These advances are unsecured, non-interest bearing and due on
demand.  On July 20, 2009, the Company entered into a two-year consulting
agreement with Amersey Investments LLC, a company controlled by a director
(“Amersey”). Amersey will provide office space, office identity and assist the
Company with corporate, financial, administrative and management records. For
the six months ended June 30, 2012 and 2011, the Company incurred expenses of$20,000and $30,000,
respectively, in relation to these services. The Company prepaid Amersey the
sum of $15,000 for third Quarter fees.  The Company uses Bay City Transfer Agency & Registrar Inc.
(“BCTAR”) to do its stock transfers. BCTAR is a company controlled by Amersey.
For the six months ended June 30, 2012 and 2011, the Company incurred expenses
of $3,531 and $4,500, respectively, in relation to these services.  The Company uses the services of Freeland Venture Resources LLC, a
company controlled by Amersey. For the six months ended June 30, 2012 and 2011,
the Company incurred expenses of $5,878 and $850, respectively, in relation to
these services.


---



The Company uses the services of Cheerful
Services, a company controlled by Amersey. It paid $1,000 for Press releases to
Cheerful Services in the 2nd Quarter. 7 
 NOTE
8 – DISCONTINUED OPERATIONS  The
gains and losses from the disposition of certain assets, and associated
liabilities, operating results, and cash flows are reflected as discontinued
operations in the financial statements for all periods presented.  Summarized
financial information for discontinued operations for the six-months ended June
30, 2012 and 2011and from inception to date  are as follows:  2012
 
 2011
 
 Inception to dateSales
 $
 -
 $
 -
 $
 -Cost of Sales
 
 -
 
 -
 
 -Gross Profit
 
 -
 
 -
 
 -Operating ExpensesGeneral &
  Administrative
 
 -
 
 -
 
 218,947Total Operating Expense
 
 -
 
 -
 
 218,947Net Loss From Discontinued
  Operations
 $
 -
 $
 -
 $
 (218,947)
  NOTE
9 – SUBSEQUENT EVENTS  On
August 3, 2012, the Company repaid Mr. Louis Bertoli, and no advances from
stockholder are currently outstanding.  On
August 6, 2012, the Company issued 1,000,000 shares of treasury common stock
(the “Common Stock”)  at a price of $0.25 per share for a total purchase price
of $250,000. The Common Stock was sold pursuant to the exemption from
registration provided by Regulation 4(2) of the Securities Act. The sale of
Common Stock was made pursuant to a Stock Purchase Agreement made by and
between HPIL HOLDING and an investor, dated July 30, 2012.   8 
  Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations. Forward Looking
Statements Certain statements, other than purely
historical information, including estimates, projections, statements relating
to our business plans, objectives, and expected operating results, and the
assumptions upon which those statements are based, are “forward looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  These forward-looking statements generally
are identified by the words “believes”, “project”, “expects”, “anticipates”,
“estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”,
“will continue”, “will likely result”, and similar expressions.  We intend such
forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995, and we are including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements are
based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking
statements.  Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain.  Factors which could have a
material adverse effecton our operations and future
prospects on a consolidated basis include, but are not limited to: changes in
economic conditions, legislative/regulatory changes, availability of capital,
interest rates, competition, and generally accepted accounting principles. 
These risks and uncertainties should also be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.  We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.    Overview (a)
 Business Background.
  HPIL Holding (“we”, “us”, “our”, and the “Company”) is
a development stage company originally incorporated on February 17, 2004 in the
state of Delaware under the name TNT Designs, Inc. (“TNT”).  On October 7, 2009, we merged with and into Trim Nevada, Inc., a Nevada corporation, for the purpose
of changing our domicile from Delaware to Nevada. As part of the merger, we
changed our name to Trim Holding Group.  On May 22, 2012, we changed our name to HPIL Holding to
more fully reflect our current business operations.  Most recently on July 18, 2012, we changed our
business and we now intend to focus on making investments in companies, whether
they are in  public or private enterprises in differing business sectors. The
Company will not restrict its potential candidate target companies to any
specific business, industry or geographical location and thus seeks to acquire
various types of business. Further the Company will evaluate  the acquisition
of intellectual properties and technologies, with a particular interest in the
healthcare and environmental quality sectors.   (b)
 Material Transactions.
   On June 28, 2012, we entered into a Stock Purchase
Agreement with GIOTOS Limited and acquired a portfolio of patent rights in
exchange for 100,000,000 shares of common stock. GIOTOS Limited is a company
owned and controlled by Mr. Louis Bertoli, the Company’s majority stockholder. 
A copy of the Stock Purchase Agreement is attached to this Form 10-Q.  (c)
 Business of Issuer.
  As a result of our  name
change and the change of  business activity we will now evaluate investments in
companies, whether they be public or private enterprises in various business
sectors. The Company will not restrict its potential target companies to any
specific business, industry or geographical location and thus seeks to acquire
various types of business. The Company will also continue evaluate the
acquisition of intellectual properties and technologies, with particular
interest in the healthcare and environmental quality sectors.   Liquidity
and Capital Resources  We are a development
stage company focused on developing our business by making investments in
companies, whether they be public or private enterprises in differing business
sectors. Also we will continue to look at the acquisition of intellectual
properties and technologies, with a particular interest in the healthcare and
environmental quality sectors. Our principal business objective for the next
twelve (12) months is  to continue to develop our business plan in these
sectors. As we have not commenced material operations, we have not earned any
revenues. As
of June 30, 2012, we had cash on hand of $9,877 and current liabilities of $133,495.
As of August 20, 2012, we had cash on hand of $123,178  and current
liabilities of $33,276.     The Company’s
majority stockholder has provided funding in recent periods and has indicated
his continued intent and ability to provide financial support to the Company at
least through June 30, 2013.   Results
of Operations  As a development stage company, we have not started
operations; therefore, we do not have any operations to report at this time.
Our focus has been on the development of our business plan. All expenses to
date have related to the development of our business plan and other expenses
related to the daily operations of a public company.  Off-Balance Sheet Arrangements We have not entered into any off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources and would be considered material to investors.  Inflation  We do not believe that inflation has had
in the past or will have in the future any significant negative impact on our
operations.  9  
   Item 3. Quantitative and Qualitative Disclosures About Market Risk.  As
we are a smaller reporting company, we are not required to provide the
information required by this item.   Item
4.  Controls and Procedures.  (a)
 Evaluation of disclosure
  controls and procedures.
  We maintain disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) that are designed to assure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
 Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end
of the period covered by this report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of our disclosure controls and procedures and
concluded that our disclosure controls and procedures are ineffective as of the
date of filing this Form 10-Q due to limited accounting and reporting personnel
and a lack of segregation of duties due to limited financial resources and the
size of our company.  We will need to adopt additional disclosure controls and
procedures prior to commencement of material operations. Consistent therewith,
on an on-going basis we will evaluate the adequacy of our controls and
procedures.  (b)
 Changes in internal
  control over financial reporting.
 There were no changes in our internal control over
financial reporting during the last fiscal quarter covered by this report that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.     10 
  PART II---OTHER INFORMATION  Item 1.  Legal
Proceedings.  The
Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the
company’s financial condition.  Item 1A.  Risk
Factors.  As
we are a smaller reporting company, we are not required to provide the information
required by this item.  Item 2.Unregistered Sales of Equity
 Securities and Use of Proceeds.  (a)Unregistered
Sales of Equity Securities.  On
June 27, 2012, Mr. Louis Bertoli, converted $500,000 of his loan to 2,500,000
shares of common stock.  On
June 28, 2012, we issued 100,000,000 shares of common stock to GIOTOS Limited,
a company controlled by Mr. Louis Bertoli,  in exchange for a portfolio of
patent rights. This issuance is subject to adjustment.  (b)Use
of Proceeds.  Not
Applicable.  (c)Affiliated
  Purchases of Common Stock.  On
June 27, 2012, Mr. Louis Bertoli converted $500,000 of his loan to 2,500,000
shares of common stock.  On
June 28, 2012, we issued 100,000,000 shares of common stock to GIOTOS Limited,
a company controlled by Mr. Louis Bertoli,  in exchange for a portfolio of
patent rights. This issuance is subject to adjustment based on the final
valuation of patent rights.   Item
3.  Defaults Upon Senior Securities.  None.  Item 4.  Mine Safety
Disclosures.  Not
applicable.  Item 5.  Other
Information.  None.  Item
6. Exhibits.   11 
    INDEX TO EXHIBITS   Exhibit
 
 Description*3.1
 
 Articles
  of Incorporation*3.2
 
 By-laws*10.1
 
 Patents
  Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd.,
  entered into on December 31, 2009*10.2
 
 Purchase
  Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into
  on August 6, 2010*10.3
 
 Registration
  Rights Agreement, by and between Trim Holding Group and Allkey, Ltd., entered
  into on August 6, 2010*10.4
 
 Rescission
  Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into
  on December 7, 2010*10.5
 
 Redemption
  and Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd.,
  entered into on December 9, 2010
  
  NEW
  EXHIBITS31.1
 
 Certification
  of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended31.2
 
 Certification
  of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended32.1
 
 Certification
  of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes Oxley Act of 200232.2
 
 Certification
  of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes Oxley Act of 200299.4
 
 Purchase
  Agreement made by and between HPIL HOLDING and GIOTOS Limited dated June 28,
  2012.
  * Included in previously
  filed reporting documents.
    SIGNATURES  Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.  HPIL HOLDINGDated: August 20, 2012
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive Officer
  (Principal Executive Officer),
  President and Chairman of
  the Board of DirectorsDated: August 20, 2012
 By:/s/Nitin AmerseyNitin AmerseyDirector, Chief Financial
    Officer (Principal Financial Officer and Principal Accounting Officer),
    Corporate Secretary and Treasurer
      12