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 September 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 November 19, 2012, there were 106,055,000 shares of common stock, par value
$0.0001, issued and outstanding.


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HPIL HOLDING FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Unaudited Condensed Consolidated Financial
  Statements
 
 3Item 2 Management’s Discussion and Analysis of
  Financial Condition and Results of Operations
 
 10Item 3 Quantitative and Qualitative Disclosures
  About Market Risk
 
 11Item 4 Controls and Procedures
 
 11PART 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


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PART
I - FINANCIAL INFORMATION  ITEM 1.  Financial Statements.  PART
I---FINANCIAL INFORMATION Item 1. Consolidated
Financial Statements. HPIL HOLDING AND SUBSIDIARIES (formerly Trim Holding Group) (A Development Stage Company) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 September 30,
 
 December 31,2012
 
 2011ASSETSCurrent Assets:Cash
 $
 56,643
 $
 -Prepaid expense
 
 25,472
 
 -Total Current Assets
 
 82,115
 
 -Patents, net
 
 24,218,750
 
 -Total Assets
 $
 24,300,865
 $
 -LIABILITIES AND
  STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable
 $
 11,968
 $
 93,781Advances from stockholder
 
 -
 
 450,844Total Current Liabilities
 
 11,968
 
 544,625Commitments and
  ContingenciesStockholders' EquityPreferred stock, series 1,
  class P-1 par value $8.75;25,000,000 shares
  authorized; 22,000 issued andoutstanding on September 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 on September 30,
  2012 and December 31, 2011,
 
 -
 
 -Common stock par value
  $0.0001; 400,000,000 sharesauthorized; 105,755,000 and
  2,255,000 issued and outstanding onSeptember 30, 2012 and
  December 31, 2011, respectively
 
 10,576
 
 226Additional paid-in capital
 
 25,878,832
 
 139,182Deficit accumulated during
  the development stage
 
 (1,793,011)
 
 (876,533)Total Stockholders' Equity
 
 24,288,897
 
 (544,625)Total Liabilities and
  Stockholders' Deficit
 $
 24,300,865
 $
 -


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The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements. 3 
  HPIL HOLDING AND SUBSIDIARIES (formerly Trim Holding Group) (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the PeriodFor the Three
 
 For the Three
 
 For the Nine
 
 For the Nine
 
 (February 17,Months Ended
 
 Months Ended
 
 Months Ended
 
 Months Ended
 
 2004) toSeptember 30,
 
 September 30,
 
 September 30,
 
 September 30,
 
 September 30,2012
 
 2011
 
 2012
 
 2011
 
 2012Sales
 $
 -
 $
 -
 $
 -
 $
 -
 $
 42,021Cost of Goods Sold
 
 -
 
 -
 
 -
 
 -
 
 36,419Gross Profit
 
 -
 
 -
 
 -
 
 -
 
 5,602Operating Expenses:General and administrative
 
 71,235
 
 4,963
 
 135,228
 
 86,957
 
 798,416Patent Amortization Expense
 
 781,250
 
 -
 
 781,250
 
 -
 
 781,250Total Operating Expenses
 
 852,485
 
 4,963
 
 916,478
 
 86,957
 
 1,579,666Loss from Continuing
  Operations
 
 (852,485)
 
 (4,963)
 
 (916,478)
 
 (86,957)
 
 (1,574,064)Loss from Discontinued
  Operations
 
 -
 
 -
 
 -
 
 -
 
 (218,947)Net Loss
 $
 (852,485)
 $
 (4,963)
 $
 (916,478)
 $
 (86,957)
 $
 (1,793,011)Loss per
  Weighted Number of SharesOutstanding -
  Basic and Diluted
 $
 (0.01)
 $
 (0.00)
 $
 (0.02)
 $
 (0.04)
 $
 (0.32)Weighted Average
  Number of SharesOutstanding -
  Basic and Diluted
 
 105,363,696
 
 2,255,000
 
 38,006,825
 
 2,255,000
 
 5,623,546
  The accompanying notes are an
integral part of these unaudited condensed consolidated financial statements. 5 
 
 HPIL HOLDING AND SUBSIDIARIES(formerly Trim Holding Group)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)For the PeriodFor the Nine
 
 For the Nine
 
 From InceptionMonths
 
 Months
 
 (February 17,Ended
 
 Ended
 
 2004) toSeptember 30,
 
 September 30,
 
 September 30,2012
 
 2011
 
 2012OPERATING ACTIVITIES:Net loss
 
 $
 (916,478)
 $
 (86,957)
 $
 (1,793,011)Adjustment for non-cash
  item:Common stock issued for
  services
 
 -
 
 -
 
 10,000Amortization
 
 781,250
 
 -
 
 781,250Adjustments for changes in
  working capital:Deferred stock offering
  amortization
 
 
 
 
 
 32,842Prepaid expenses
 
 (25,472)
 
 (7,167)
 
 (25,472)Accounts payable and accrued
  expenses
 
 (81,813)
 
 (4,240)
 
 11,968CASH USED IN OPERATING ACTIVITIES
 
 (242,513)
 
 (89,884)
 
 (982,423)FINANCING ACTIVITIES:Proceeds from issuance of
  common stock
 
 250,000
 
 -
 
 269,450Advances from stockholder
 
 49,156
 
 72,662
 
 500,000Deferred stock offering
  expenses
 
 -
 
 -
 
 (32,842)Advances from officers
  forgiven
 
 -
 
 -
 
 109,958Stock issued in settlement
  of debt
 
 -
 
 -
 
 192,500Proceeds from notes payable
 
 -
 
 11,435
 
 -CASH PROVIDED BY FINANCING
  ACTIVITIES
 
 299,156
 
 84,097
 
 1,039,066NET INCREASE (DECREASE) IN
  CASH
 
 56,643
 
 (5,787)
 
 56,643CASH - BEGINNING OF PERIOD
 
 -
 
 5,736
 
 -CASH - END OF PERIOD
 $
 56,643
 $
 (51)
 $
 56,643


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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.  6 
   HPIL HOLDING AND SUBSIDIARIES (formerly Trim Holding Group) (A Development Stage Company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS   NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION  Nature of Operations  HPIL HOLDING and Subsidiaries (or the “Company”) (formerly Trim
Holding Group) was incorporated on February 17, 2004 in the state of Delaware
under the name TNT Designs, Inc. 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.


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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 of the Company 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. Afterwards the Company
determined it no longer needed its inactive subsidiaries, and as such, all
three subsidiaries were dissolved.  On May 21, 2012, the Company changed its name to HPIL HOLDING.  As of September 30, 2012, the Company has 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.  HPIL HOLDING’s intends that its main activity will be in the
business of investing in differing business sectors.  To begin the implementation of the business plan on
September 10, 2012, Company organized six new subsidiary companies. Each
of these subsidiary companies is wholly (100%) owned by the Company. The names
of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH
Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL
ART&CULTURE Inc.  These companies have been organized to implement
the various growth strategies of the Company.  HPIL HEALTHCARE Inc. has
been organized to facilitate investments in the health care sector.  HPIL
ENERGYTECH Inc. has been organized to facilitate investments in the energy
sector. HPIL WORLDFOOD Inc. has been organized to facilitate investments
in the food sector.  HPIL REAL ESTATE Inc.. has been organized to
facilitate  investments in the real estate sector.  HPIL GLOBALCOM Inc.
has been organized to facilitate investments in the communication sector and
HPIL ART&CULTURE Inc. has been organized to facilitate investments in the
art and culture sector. We intend to make such investments in the United
States and worldwide if adequate candidates can be identified.  Basis of Presentation  The
accompanying Unaudited Condensed Consolidated 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 nine months ended September 30,
2012 are not necessarily indicative of the results that can be expected for the
12 months ending December 31, 2012 or for any other period. As of September 30,
2012 none of the above subsidiaries have begun operations.  NOTE 2 – GOING
CONCERN  The accompanying unaudited condensed
consolidated 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 positive working capital of $70,147 at
September 30, 2012. The Company’s majority stockholder has provided
funding in recent periods and has indicated his intent to provide financial
support to the Company at least through September 30, 2013.  7 
 NOTE 3 – SIGNIFICANT
ACCOUNTING POLICIES  Development Stage Company


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The Company is a development stage
company. The Company is still devoting substantially all of its efforts to
developing its business and its planned principal operations. 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 September 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 September 30, 2012 and 2011 and for the
period from inception (February 17, 2004) to September 30, 2012, there were no
outstanding instruments having a dilutive effect, due to the recurring losses  Supplemental Cash
Flow Information Regarding Non-Cash Transactions  During the three and nine
months ended September 30, 2012 and 2011, the Company had the following non-cash
transaction: Three Months Ended
 
 Nine Months EndedSept 30
 
 Sept 302012
 2011
 
 2012
 
 20112,500,000
  shares of common stock issued for repayment of advances from stockholder
 $0
 $0
 
 $500,000
 
 $0


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Recently Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements significantly affect the Company.  8  
  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 shareholder. The Patents were valued
at $25,000,000 which was GIOTOS’s carryover basis of the Patents as well as 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
intends, but has not received an 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. Amortization
expense of $781,250 has been recorded for the three and nine  months ended
September 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.  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 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, we issued 100,000,000
shares of common stock to GIOTOS, 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.


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On August 6, 2012, the Company issued 1,000,000 shares
of its common stock at a price of $0.25 per share for a total purchase price of
$250,000, pursuant to the exemption from registration provided by Regulation
4(2) of the Securities Act. The sale was made pursuant to a Stock Purchase
Agreement made by and between the Company and an investor, dated July 30, 2012.  NOTE 7 – RELATED PARTY TRANSACTIONS  The Company had advances payable to its current majority
shareholder totaling $450,844 as of December 31, 2011, which were repaid and
converted into common stock during the nine months ended September 30, 2012..
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.  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 nine months ended September 30, 2012 and 2011, the Company incurred
expenses of$30,000and $35,000, 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 Amersey.
For the nine months ended September 30, 2012 and 2011, the Company incurred
expenses of $5,345. and $3,375, respectively, in relation to these services.  The Company uses the services of Freeland Venture Resources LLC, a
company controlled by Amersey. For the nine months ended September 30, 2012 and
2011, the Company incurred expenses of $5,878 and $850, respectively, in
relation to these services.  The Company has prepaid Amersey Investments LLC $10,000, Freeland
Venture Resources $6,188, and Cheerful Services $1,750. These charges will be
reflected in 4th quarter, 2012.     9  
 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 unaudited condensed consolidated financial statements for all
periods presented.  Summarized
financial information for discontinued operations for the nine-months ended
September 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


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On
October 1, 2012, the Company canceled the award of 22,000 shares of preferred
stock made to Mr. Bertoli on December 4, 2009.  In exchange, the Company issued
an unsecured note,non-interest
bearing and due on demand,to Mr. Bertoli
in the amount of $192,500.  On
October 8, 2012, the Company issued 300,000 shares of its common stock at a
price of $0.85 per share for a total purchase price of $255,000, pursuant to
the exemption from registration provided by Regulation 4(2) of the Securities
Act. The sale was made pursuant to the stock purchase agreement made by and
between the Company and an investor, dated October 1, 2012.  On
October 26, 2012, with  we entered  in a certain quota purchase agreement in
cooperation with our wholly owned subsidiary HPIL Real Estate Inc. for the acquisition
of 32% of Haesler Real Estate Management, a real estate management Swiss company
operating in Europe, in exchange for 350,000 shares of common stock of the
Company.  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
effect 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  
 Overview  (a)
 Business Background.
  HPIL HOLDING and Subsidiaries ( or “we”,
“us”, “our”, or 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 plan. Our current intention is to focus on making
investments in companies, whether they are public or private enterprises in
differing business sectors. The Company will not restrict the target companies
to any specific business, industry or geographical location and thus seeks to
acquire a variety of businesses. Further the Company will evaluate the
acquisition of intellectual properties and technologies for investment, with a
particular interest in the healthcare and environmental quality sectors.  On September 10, 2012, Company organized
six new subsidiary companies. Each of these subsidiary companies is wholly
(100%) owned by the Company. The names of the new subsidiary companies were
HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL
ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These
companies have been organized in order to satisfy the various growth strategies
of the Company.  HPIL HEALTHCARE Inc. has been organized to
facilitate investments in the health care sector. HPIL ENERGYTECH Inc. has
been organized to facilitate investments in the energy sector. HPIL
WORLDFOOD Inc. has been organized to facilitate investments in the food
sector. HPIL REAL ESTATE Inc.. has been organized to facilitate  investments
in the real estate sector. HPIL GLOBALCOM Inc. has been organized to
facilitate investments in the communication sector and HPIL ART&CULTURE Inc.
has been organized to facilitate investments in the art and culture
sector.  Such investments may be made in the United
States and worldwide.  (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. A copy of the Stock Purchase Agreement was filed to an 8K filed August
20, 2012.  (c)
 Business of Issuer.
  As a result of our change in business
activity we plan to now evaluate investments in companies, whether they be
public or private enterprises in various business sectors. We will not restrict
our target companies to a specific business, industry or geographic location
and thus we seek to acquire various types of businesses. 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 a differing business sectors. Also we will
continue to evaluate 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  September 30, 2012, we had cash on hand of $56,643
and current liabilities of $21,908. As of November 19, 2012, we had cash on
hand of $106,960 and current liabilities of $85,000, totally owed to the
Company’s majority stockholder.  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 September 30, 2013.  Results
of Operations  As a development stage company, we have not started
operations; therefore, we do not have results or operations to report at this
time. To date our focus has been on the development of our business plan. All
expensesto date are 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.  11 
  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 controls over financial reporting.  12  
  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 a loan to the Company into 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 as specified in the Stock Purchase Agreement filed as an exhibit to
this Form 10-Q.  On August 6, 2012, the Company issued 1,000,000 shares
of its common stock at a price of $0.25 per share for a total purchase price of
$250,000, pursuant to the exemption from registration provided by Regulation
4(2) of the Securities Act. The sale was made pursuant to the stock purchase agreement
made by and between the Company and an investor, dated July 30, 2012.  (b)Use
of Proceeds.  Not
Applicable.  (c)Affiliated
  Purchases of Common Stock.  On June 27, 2012, Mr. Louis Bertoli converted $500,000
of a loan to the Company into 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 as specified in the Stock Purchase Agreement filed as an exhibit to
this Form 10-Q.   ITEM 3.  Defaults Upon Senior Securities.  None.   ITEM 4.  Mine Safety Disclosures.  Not
applicable.   ITEM 5.  Other Information.  None.  13  
 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, 2010;*10.6
 
 Stock Purchase
  Agreement by and between HPIL Holding and GIOTIS Limited;*10.7
 
 Quota Purchase
  Agreement made by and between an investor and HPIL Holding;31.1
 
 Certification
  of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the
  Securities Exchange Act of 1934, as amended;31.2
 
 Certification
  of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the
  Securities Exchange Act of 1934, as amended;32.1
 
 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 2002;32.2
 
 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.
  14 
  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: November 19, 2012
 By:
 /s/Louis
  BertoliLouis
  BertoliChief
  Executive Officer (Principal Executive Officer),
  President
  and Chairman, Director of the Board of Directors.Dated:
  November 19, 2012
 By:/s/Nitin AmerseyNitin AmerseyChief
    Financial Officer (Principal Financial Officer and Principal Accounting
    Officer), Corporate Secretary and Treasurer, Director of the Board of
    Directors.
         15