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 March 31, 2011   ̈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  TRIM HOLDING GROUP (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.)
  300 Center Ave. Ste. 202 Bay City, MI 48708 
 (Address of principal executive offices)  (989) 509-5954 
 (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 ̈  Indicated 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).Yes ̈No ̈  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 May 23, 2011, there were 2,255,000 shares of common stock,
par value $0.0001, issued and outstanding.


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TRIM HOLDING GROUP FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Financial Statements
 
 3Item 2 Management’s Discussion and
  Analysis of Financial Condition and Results of Operations
 
 3Item 3 Quantitative and Qualitative
  Disclosures About Market Risk
 
 4Item 4 Controls and Procedures
 
 4PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 5Item 1A Risk Factors
 
 5Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 5Item 3 Defaults Upon Senior
  Securities
 
 6Item 4 Removed and Reserved
 
 6Item 5 Other Information
 
 6Item 6 Exhibits
 
 6SIGNATURES
 
 7
  2


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PART I---FINANCIAL INFORMATION  Item 1. Financial
Statements.
  3


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TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONSOLIDATED BALANCE SHEETSAS OF MARCH 31, 2011 AND DECEMBER 31, 2010March 31,
     
     December 31,2011
     
     2010ASSETSCurrent Assets:Cash
     $
     3,669
     $
     5,736Prepaid expense
     
     16,106
     
     16,106Total Current Assets
     
     19,775
     
     21,842Total Assets
     $
     19,775
     $
     21,842LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable
     $
     67,083
     $
     60,919Advances from stockholder
     
     353,039
     
     338,039Notes payable
     
     2,344
     
     8,578Total Current Liabilities
     
     422,466
     
     407,536Commitments and ContingenciesStockholders' DeficitPreferred stock, series 1, class P-1 par value $8.75;25,000,000 shares authorized; 22,000 issued andoutstanding on December 31, 2010, 2010 and December 31, 2009
     192,500
     
     192,500Preferred stock, series 2, class P-2 par value $7.00;75,000,000 shares authorized; Nil issued andoutstanding on December 31, 2010 and December 31, 2009,net of discount
     
     -
     
     -Common stock par value $0.0001; 400,000,000 sharesauthorized; 2,260,000 and 2,262,500 issued and outstanding onDecember 31, 2010 and December 31, 2009, respectively
     
     226
     
     226Additional paid-in capital
     
     139,182
     
     139,182Deficit accumulated during the development stage
     
     (734,599)
     
     (717,602)Total Stockholders' (Deficit) Equity
     
     (402,691)
     
     (385,694)Total Liabilities and Stockholders'  (Deficit) Equity
     $
     19,775
     $
     21,842The accompanying notes are an integral part of these consolidated financial statements.
  4


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TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONSFor the PeriodFrom InceptionFor the Three
     
     For the Three
     
     (February 17,Months Ended
     
     Months Ended
     
     2004) toMarch 31,
     
     March 31,
     
     March 31,2011
     
     2010
     
     2011Sales
     $
     -
     $
     -
     $
     42,021Cost of Goods Sold
     
     -
     
     -
     
     36,419Gross Profit
     
     -
     
     -
     
     5,602Operating Expenses:General and administrative
     
     16,997
     
     371,146
     
     556,558Total Operating Expenses
     
     16,997
     
     371,146
     
     556,558Loss from Continuing Operations
     
     (16,997)
     
     (371,146)
     
     (550,956)Loss from Discontinued Operations
     
     -
     
     -
     
     (183,718)Net Loss
     $
     (16,997)
     $
     (371,146)
     $
     (734,674)Loss per Weighted Number of SharesOutstanding - Basic and Diluted
     $
     (0.01)
     $
     (0.16)
     $Weighted Average Number of SharesOutstanding - Basic and Diluted
     
     2,260,000
     
     2,265,000The accompanying notes are an integral part of these consolidated financial statements.
  5


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TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSFor the PeriodFrom InceptionFor the Three
     
     For the Three
     
     (February 17,Months Ended
     
     Months Ended
     
     2004) toMarch 31,
     
     March 31,
     
     March 31,2011
     
     2010
     
     2011CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     
     $
     (16,997)
     $
     (371,146)
     $
     (734,674)Adjustment for non-cash item:Common stock issued for services
     
     -
     
     -
     
     10,000Adjustments for changes in working capital:Prepaid expenses
     
     -
     
     1,000
     
     (16,106)Accounts payable and accrued expenses
     
     6,164
     
     (22,130)
     
     67,083CASH USED IN OPERATING ACTIVITIES
     
     (10,833)
     
     (392,276)
     
     (673,697)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
     
     -
     
     -
     
     19,450Advances from stockholder
     
     15,000
     
     65,625
     
     353,039Advances from officers forgiven
     
     -
     
     -
     
     109,958Stock issued in settlement of debt
     
     -
     
     -
     
     192,500Deferred stock offering expenses
     
     -
     
     -
     
     -Proceeds from issuance of stock for patents
     
     -
     
     306,312
     
     -Proceeds from notes payable
     
     (6,234)
     
     -
     
     2,344CASH PROVIDED BY FINANCING ACTIVITIES
     
     8,766
     
     371,937
     
     677,366NET (DECREASE) INCREASE IN CASH
     
     (2,067)
     
     (20,339)
     
     3,669CASH - BEGINNING OF YEAR
     
     5,736
     
     29,289
     
     -CASH - END OF YEAR
     $
     3,669
     $
     8,950
     $
     3,669The accompanying notes are an integral part of these consolidated financial statements.
  6


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TRIM HOLDING GROUP (formerly TNT Designs, Inc.) (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010  NOTE 1  NATURE OF BUSINESS AND BASIS OF PRESENTATION  Nature of Operations  Trim Holding Group (formerly TNT Designs, Inc.) (Trim) 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 scarves, handbags and other products.  On June 16, 2009, the majority interest in Trim 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, Trim 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. were automatically converted into one share of the common stock of Trim Nevada, Inc.  Pursuant to the merger, Trim changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in Trims business focus to health care and environmental quality sectors.  Trims wholly-owned subsidiaries Trim Investments Corp (Investments) and Trim Trade Corp (Trade) and 95% owned subsidiary Trim Inventions Corp (Inventions) were formed on December 14, 2009. Investments will hold the various investment activities that Trim plans to become involved with.  Trade will be the corporation that Trims goods are sold through. Inventions will hold the patents and other inventions that Trim will acquire for production.  In December 2010, the Company re-evaluated its plans and decided to terminate its arrangements with Allkey Limited by cancelling the patent and funding agreements.  In addition the Company determined it no longer needed its subsidiaries, and as such, all three subsidiaries were dissolved.  At March 31, 2011, the Company had not yet commenced operations.  Expenses incurred from February 17, 2004 (date of inception) through March 31, 2011 relate to the Companys formation and general administrative activities.  Basis of Presentation  The accompanying consolidated financial statements (Financial Statements) have been prepared by management in accordance with U.S. generally accepted accounting principles (GAAP).  NOTE 2  GOING CONCERN  Certain principal conditions and events are prevalent which indicate that there could be substantial doubt about the Companys ability to continue as a going concern for a reasonable period of time. These include:  1)            Recurring operating losses 2)            Stockholders deficiency 3)            Working capital deficiency 4)            Adverse key financial ratios  The continuation of the Company as a going concern is dependent upon its ability to raise additional financing and ultimately attain and maintain profitable operations from commercialization of its intellectual property.
  7


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The consolidated financial statements do
not include any adjustments relating to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.  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. All losses accumulated, since inception,
have been considered as part of the Company’s development stage activities.  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.  Impairment of Long-lived Assets  Long-lived assets are evaluated for impairment when events occur
or circumstances indicate that the remaining estimated useful lives may warrant
revision or that the remaining balances may not be recoverable. When this
occurs, an estimate of undiscounted cash flows is used to determine if the
remaining balances are recoverable.  Income Taxes  The Company accounts for income taxes under the asset and
liability method, where 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.  At March 31, 2011, there were no uncertain tax positions that
required accrual.  Net Loss per Share  Basic loss per share is computed by dividing net income, or loss,
by the weighted average number of shares of common stock outstanding for the
period.  Diluted loss per share is computed by dividing net income, or 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 three months ended March 31, 2011 there were no
outstanding instruments having a dilutive effect.  Recently Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements affect the Company.  NOTE 4 – INTANGIBLE ASSETS OF DISCONTINUED OPERATIONS  On December 31, 2009, the Company entered into a
patent agreement with Allkey, Ltd. to obtain the full and exclusive right,
title and interest in patents for a personal massaging device. Affiliates of
Chief Executive Officer, majority shareholder and director, Louis Bertoli, own a minority interest of Allkey, Ltd. The patents purchased are
for the United States, Canada and Mexico. In consideration for such patent rights, the Company issued 3,750,000 shares of Series 2 Class P-2 preferred stock (each $7.00 par value) of the Company. Additionally, the Company acquired the option to acquire the exclusive patent rights in 46 other countries.
  8


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The Company has the right to repurchase some or all of the shares for $7.00 per share ($26,250,000 for all the Series 2 Class P-2 preferred shares) on or before December 31, 2012. If the Company chooses not to repurchase the shares by such date, Allkey, Ltd. has the right to sell the shares to a third-party, subject to the Companys right of first refusal. If the proceeds from such third-party sale are less than $26,250,000, then the Company is obligated to pay the difference to Allkey, Ltd.  The patent rights and preferred stock issued were recorded at their estimated fair value as determined using the relief from royalty valuation model that takes into account, among other items, projected future revenue of products covered by the patent rights, an assumed royalty rate that the Company would pay if it had licensed the technology covered by the patents, and an appropriate discount rate based on the Companys estimated cost of capital. The initial fair value of the patent rights was determined to be $12,252,500 at December 31, 2009. As a result, the Series 2, Class P-2 Preferred stock has been recorded net of a discount of $13,997,500 to its par value of $7.00 per share as of September 30, 2010 and December 31, 2009.  Series 2, Class P-2 Preferred stock would be converted to common stock in the ratio of 1:1.  In December 2010, the Company terminated its relationship with Allkey Limited, therefore terminating its patent rights.  The patents were removed from the books along with the deprecation.  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 is 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.  Payments under the financing agreement are due in monthly installments of $2,344 including interest at 9.33% through April 30, 2011. The balance payable under the financing agreement was $2,344 and $9,376 at March 31, 2011 and December 31, 2010, respectively.  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 shareholder. 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 shareholder'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 December 31, 2009, the Company entered into a patent agreement with Allkey, Ltd. to obtain the patents for a personal massaging device. In consideration for such patent rights, the Company contracted to pay $26,500,000 to Allkey, Ltd., payable by issuing and delivering to them 3,750,000 Series 2, Class P-2 preferred shares (each $7.00 par value) of the Company.  The Company has the right to repurchase some or all of the shares for $26,250,000 on or before December 31, 2012. If the Company chooses not to repurchase all of the shares by such date, Allkey, Ltd. has the right to sell the shares to a third-party (subject to the Company's right of first refusal).  If the proceeds from such third-party sale are less than $26,250,000, then the Company is obligated to pay the difference to Allkey, Ltd.
  9


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On May 27, 2010, the Board approved cancellation of 2,500 common
shares, which were returned to the Company’s transfer agent.  On August 6, 2010, the Company entered into a purchase agreement
with Allkey Ltd, where Allkey would purchase 6,000,000 shares of the Company’s
common stock with 1.5 warrants attached to each share.  The warrants issued
with the common stock can be converted into 9,000,000 share of Common Stock if
all warrants are exercised. Allkey is obligated to pay $7.00 per share for a
total price of $42,000,000 payable in 7 tranches, the first one being due 30
days from the date of the SEC approval of the Company’s registration statement,
S-1 originally filed August 25, 2010. As a result of this stock issuance the
controlling interest in the company changed, with Allkey owning 73% of all
issued and outstanding shares.  On October 13, 2010, we filed an amendment to the registration
statement with the SEC, which updates the purchase price of the 6,000,000
shares and 9,000,000 warrants from $7.00 to $10.20 per share.  On December 7, 2010, we entered into a rescission agreement with
Allkey whereby the parties agreed to mutually rescind the patent and purchase
agreements. As a result of the rescission agreement, the 3,750,000 Series 2,
Class P-2 preferred shares and 6,000,000 common shares that were issued to
Allkey were returned to the Company’s transfer agent, and the 9,000,000
warrants were cancelled.  NOTE 7 – RELATED PARTY TRANSACTIONS  The current majority shareholder loaned the Company $338,039
during the year ended December 31, 2010 to be used for working capital. These
advances are unsecured, non-interest bearing and due on demand.  In 2009, the Company issued 22,000 shares of Series 1, Class P-1
preferred stock (par value $8.75 per share) to Louis Bertoli (director and
officer of the Company) in settlement of amounts owed to Mr. Bertoli totaling
$192,500.  Series 1, Class P-1 preferred stock can be converted to common stock
in the ratio of 1.25:1.  On July 20, 2009, the Company entered into a two-year consulting
agreement with Amersey Investment Holding 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 three months ended March 31, 2011 and the year ended December
31, 2010, the Company incurred expenses of $15,000 and $60,000, respectively,
in relation to these services.  The Company uses Bay City Transfer Agency & Registrar Inc.
(“BCTAR”) to do its stock transfers. BCTAR is a company controlled by a
director.  For the three months ended March 31, 2011 and the year ended
December 31, 2010, the Company incurred expenses of $2,250 and $11,190,
respectively, in relation to these services.  A patent was purchased December 31, 2009 from a related party, as
described in detail in Note 5, and terminated in December 2010.  NOTE
8 – SUBSEQUENT EVENTS  Events
that have occurred subsequent March 31, 2011 have been evaluated through the
date of this audit report. There have been no subsequent events that occurred
during such period that would require disclosure in these consolidated
financial statements or would be required to be recognized in the consolidated
financial statements as of or for the three months ended March 31, 2011.   Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operation. 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 LitigationReform
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 affect on 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.
  10


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Overview (a)
 Business Background.
  Trim Holding Group (“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”). At the time of our inception, we were engaged in the business of marketing and
distributing scarves, handbags and other products from India.  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.   Following the merger, we also
changed our business and we now intend to engage in designing, marketing, and selling
products in the Health Care and Environmental Quality sectors.  (b)
 Recent Transactions.
  On December 31, 2009, we entered into a patents
assignment agreement (the “Patent Agreement”) with Allkey, Ltd., a United
Kingdom registered entity (“Allkey”) whereby we obtained the full and exclusive
right, title, and interest in patents for a personal massaging device in
consideration for the payment of USD $26,250,000 to Allkey payable by issuing
and delivering to them 3,750,000 Series 2, Class P-2 preferred shares.  The
patents purchased were for the United States, Canada, and Mexico.  Additionally, we acquired the option to acquire the exclusive patent rights in 46
other countries.  On August 6, 2010, we entered into a purchase
agreement ( the “Purchase Agreement”) with Allkey, together with a registration
rights agreement (the “Registration Rights Agreement”), whereby within ten (10)
days of the execution date of the Purchase Agreement, we agreed to sell to Allkey and Allkey agreed to purchase from us, at the price of US $7.00 per share, Six Million (6,000,000) shares of common stock (the “Shares”) and Nine Million (9,000,000) warrants
(the “Warrants”) with each Warrant entitling Allkey the option to purchase one
(1) share of our common stock at an exercise price of US $7.00 per share.  Under
the terms of the Purchase Agreement, the Warrants were to expire two years from
the date of issuance, and the total purchase price for the Shares and Warrants would be Forty Two Million and No/100 dollars (US $42,000,000.00), payable in
periodic tranches as directed by the Company over the course of a maximum seven
month period.  On August 25, 2010, we filed a registration
statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”).  On October 13, 2010, we filed Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with the SEC.  Amendment No. 1 covers the resale by Allkey of up to6,000,000shares of our common stockat a fixed price of $10.20per share for a
period not to exceed 180 days from the effective date of the registration
statement.  However, on November 24, 2010,we filed a Form RW with the
SEC to withdraw the Registration Statement as amended by Amendment No. 1 as we
believe that withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors.
  11


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On December 7, 2010, we entered into a
rescission agreement (the “Rescission Agreement”) with Allkey whereby the
Parties agreed to mutually rescind the Purchase Agreement and Registration
Rights Agreement.  As a result of the Rescission Agreement, the Six Million
(6,000,000) shares that were issued to Allkey were returned to the Company’s
transfer agent, and the Nine Million (9,000,000) warrants that were issued to
Allkey were cancelled.  On
December 9, 2010, we entered into a Redemption and Assignment Agreement (the
“Assignment Agreement”) with Allkey whereby the parties agreed to terminate the
Patent Agreement, as well as the options granted therein to acquire patent
rights in certain other countries.  As a result of the termination of the
Patent Agreement, the three million seven hundred fifty thousand (3,750,000)
Series 2, Class P-2 preferred shares that were issued to Allkey in
consideration for the assignment of the patent rights were redeemed by the
Company, and the patent rights acquired by the Company under the Patent
Agreement were assigned back to Allkey.  (c)
 Business of Issuer.
 Following the execution and consummation of the
transactions contemplated by the Rescission Agreement and Assignment Agreement,
we are now focused on acquiring new products and businesses in the Health Care and Environmental Quality sectors; however, as we are presently in the process of identifying
products and sub markets, our business plan is subject to change.  We have not identified
manufacturing processes, sales and distribution strategies, personnel needs or any
related costs. Liquidity
and Capital Resources  We are a
development stage company focused on developing our business in the Health Care
and Environmental Quality sectors.  Our principal business objective for the
next twelve (12) months will be to continue to develop our business plan in
these sectors. Aswe have not commenced
material operations, we have not earned any revenues. As of May 23, 2011, we
had cash on hand of $1,910.63 and current liabilities of $468,315.39.  We do
not have sufficient capital to operate our business and will require additional
funding to sustain operations through December 2011.  There is no assurance
that we will be able to achieve revenues sufficient to become profitable. We have
incurred losses since inception and our ability to continue as a going‐concern
depends upon our ability to develop profitable operations and to continue to
raise adequate financing.  We are actively targeting sources of additional
financing to provide continuation of our operations. In order for us to meet
our liabilities as they come due and to continue our operations, we are solely
dependent upon our ability to generate such financing. There can be no assurance that the Company
will be able to continue to raise funds, in which case we may be unable to meet
our obligations and we may cease operations.  Results
of Operations  As we are a development stage company, we are not yet
operational; 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.
  12


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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.  PART II---OTHER INFORMATION  Item 1.  Legal
Proceedings.  There are no legal proceedings that have occurred
within the past five years concerning our directors or control persons which
involved a criminal conviction, a criminal proceeding, an administrative or
civil proceeding limiting one’s participation in the securities or banking
industries, or a finding of securities or commodities law violations.  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.  None.  (b)Use of Proceeds.  Not Applicable.  (c)Affiliated Purchases of Common Stock.
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None.  Item
3.  Defaults Upon Senior Securities.  None.   Item
4.  (Removed and Reserved).   Item 5.  Other
Information.  None.  Item 6. Exhibits.   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, 201031.1
 
 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 2002
  *
 Included in
  previously filed reporting documents.
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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.  Trim Holding GroupDated: May 23, 2011
     By:
     /s/  Louis BertoliLouis BertoliPresident, Chief Executive Officer
Chief Financial Officer
Chairman of the Board of Directors
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