U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q/A (Amendment No. 2)  (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.


---



Explanatory Note  HPIL Holding is filing this Amendment No. 2 (the
“Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended September
30, 2012, filed with the Securities and Exchange Commission (the “SEC”) on November
19, 2012, and initially amended on Form 10-Q/A, filed with the SEC on December
10, 2012 (the “Original Filing”), for the purpose of restated our Balance Sheet
as of September 30, 2012, and our Statements of Operations for the three and
nine months ended September 30, 2012, and inception to date, to correct a
restatement of the value of Patents acquired, amortization expense recognized
on these patents, the amount of common stock issued for these patents, and its
effect on our net loss per share calculation and amending the following Items
contained in the Original Filing: Part 1, Item 1. Financial Statements; Part 1,
Item 2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations; Part 2, Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds; and Part 2, Item 6. Exhibits.  Except as stated in this Explanatory Note, no other
information contained in any Item of the Original Filing is being amended,
updated or otherwise revised.  This Amendment speaks as of the filing date of
the Original Filing and, except where expressly noted, does not reflect any
events that may have occurred subsequent to such date.


---



HPIL HOLDING 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
 
 12Item 3 Quantitative and Qualitative
  Disclosures About Market Risk
 
 13Item 4 Controls and Procedures
 
 13PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 14Item 1A Risk Factors
 
 14Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 14Item 3 Defaults Upon Senior
  Securities
 
 14Item 4 Mine Safety Disclosures
 
 14Item 5 Other Information
 
 14Item 6 Exhibits
 
 15SIGNATURES
 
 16


---



PART I-FINANCIAL INFORMATION Item
1. 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
 
 -Total Assets
 $
 82,115
 $
 -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; 55,755,000 and
  2,255,000 issued and outstanding onSeptember 30, 2012 and
  December 31, 2011, respectively
 
 5,576
 
 226Additional paid-in capital
 
 883,832
 
 139,182Deficit accumulated during
  the development stage
 
 (1,011,761)
 
 (876,533)Total Stockholders' Equity
 
 70,147
 
 (544,625)Total Liabilities and
  Stockholders' Deficit
 $
 82,115
 $
 -
 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
 
 -
 
 -
 
 -
 
 -
 
 -Total Operating Expenses
 
 71,235
 
 4,963
 
 135,228
 
 86,957
 
 798,416Loss from Continuing
  Operations
 
 (71,235)
 
 (4,963)
 
 (135,228)
 
 (86,957)
 
 (792,814)Loss from Discontinued
  Operations
 
 -
 
 -
 
 -
 
 -
 
 (218,947)Net Loss
 $
 (71,235)
 $
 (4,963)
 $
 (135,228)
 $
 (86,957)
 $
 (1,011,761)Loss per Weighted Number of
  SharesOutstanding - Basic and
  Diluted
 $
 (0.00)
 $
 (0.00)
 $
 (0.01)
 $
 (0.04)
 $
 (0.25)Weighted Average Number of
  SharesOutstanding - Basic and
  Diluted
 
 55,363,696
 
 2,255,000
 
 20,671,058
 
 2,255,000
 
 4,102,085


---



The accompanying notes are an
integral part of these unaudited condensed consolidated financial statements. 4 
 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
 
 $
 (135,228)
 $
 (86,957)
 $
 (1,011,761)Adjustment for non-cash
  item:Common stock issued for
  services
 
 -
 
 -
 
 10,000Amortization
 
 -
 
 -
 
 -Adjustments 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


---



The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements. 5 
 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.  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 HPILART&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.  6 
 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.  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 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, uponexamination 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.


---



7 
 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
  Recently Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements significantly affect the Company.  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.  On
June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited
and, on April 12, 2013, we entered into a related Amendment to the Assignment
of Patents with GIOTOS Limited, through which we acquired a portfolio of
healthcare sector patent rights related to a “Massage Vibrator for the Relief
of Aches and Pain” and other business processes and know-how related
(collectively, the “IFLOR Business”), from GIOTOS Limited in exchange for
100,000,000 shares of common stock, initially valued at $25,000,000, based on
the fair value tentatively assigned to the IFLOR Business based on the best
information available to us at the time of the transaction. In accordance with
the terms of the Stock Purchase Agreement and the Amendment to the Assignment
of Patents, the initial valuations were subject to adjustment by independent
third-party valuations. We subsequentlyobtained the
expected third-party valuations of the IFLOR Business and of the shares (the
“Valuations”). Based on the Valuations, the Company exercised its right to
adjust the amount of shares pursuant to the terms of the Stock Purchase
Agreement. On April 12, 2013, we executed a Closing Agreement with GIOTOS
Limited to reduce the purchase price to $12,500,000 and to effect the share
adjustment and return 50,000,000 shares of common stock to the Company’s
treasury.As both entities are majority owned
and controlled by Mr. Bertoli, assets acquired in transactions between entities
under common control should be recorded at the current carrying value of the
seller. Increasing the carrying value of the assets acquired to estimated fair
value is not permitted under these circumstances. Based on the foregoing, the
Company has not recorded any carrying value for the acquired patents rights
related to the IFLOR device. Accordingly, the difference between the
transaction price and the value of the assets recorded has been recorded in
equity as a capital transaction whereby the 50,000,000 shares issued as
consideration were recorded to common stock at par value with the offset
recorded to additional paid-in capital.


---



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. 8 
 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. This entry was adjusted as reflected in Note
4 and Note 9.  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. Alltransactions
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
$30,000 and $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 2011 and 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
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.


---



On June 28, 2012, we executed a
certain Stock Purchase Agreement with GIOTOS Limited and, on April 10, 2013, we
executed a certain Amendment to the Assignment of Patentswith GIOTOS Limited, through which we
acquired the IFLOR Business, which consists of a portfolio of healthcare sector
patent rights related to a “Massage Vibrator for the Relief of Aches and Pain”
and other business processes and know-how, from GIOTOS Limited in exchange for
100,000,000 shares of common stock, valued at $25,000,000, based on the fair
value tentatively assigned to the IFLOR Business based on the best information
available to us at the time of the transaction. In accordance with the terms of
the Stock Purchase Agreement and the Amendment to the Assignment of Patents,
the initial valuations were subject to adjustment by independent third-party
valuations. We subsequently obtained the expected third-party valuations of the
IFLOR Business and of the shares (the “Valuations”). Based on the Valuations,
the Company exercised its right to adjust the amount of shares pursuant to the
terms of the Stock Purchase Agreement. On April 12, 2013, we executed a Closing
Agreement with GIOTOS Limited to reduce the purchase price to $12,500,000 and
to effect the share adjustment and return 50,000,000 shares of common stock to
the Company’s treasury. GIOTOS Limited is a company owned and controlled by Mr.
Louis Bertoli, our President, CEO, and Chairman of the Board of Directors. In
accordance with generally accepted accounting principles in the United States
of America (“GAAP”), assets acquired in transactions between entities under
common control, as is the case with the Company and GIOTOS Limited, should be
recorded at the current carrying value of the seller. Increasing the carrying
value of the assets acquired to estimated fair value is not permitted under
these circumstances. Based on the foregoing, at December 31, 2012, the Company
has not recorded any carrying value for the acquired patents rights related to
the IFLOR device as the carrying value by the seller was not material.
Accordingly, the difference between the initial preliminary transaction price
of $25,000,000 and the final value of the assets recorded of zero has been
recorded in equity as a capital transaction whereby the 50,000,000 shares
issued as consideration were recorded to common stock at par value with the
offset recorded to additional paid-in capital. The Company initially filed its
quarterly reports on Form 10-Q for the quarters ended June 30, 2012, and
September 30, 2012, as though the transaction with GIOTOS Limited, and between
GIOTOS Limited and the patent holders, was an arm’s length transaction and not
a transaction between entities under common control. As a result, the Company
has amended its quarterly report on Form 10-Q for the quarters ended June 30,
2012, and September 30, 2012, to adjust previously reported financial
statements. These adjustments, including to shares outstanding at June 30,
2012, have been reflected retrospectively in this amended report on Form
10-Q/A. 10 
  NOTE
10 – RESTATEMENT STATEMENT OF OPERATIONS  We have restated our Balance Sheet as
of September 30, 2012 and our Statements of Operations for the three and nine months
ended September 30, 2012 and inception to date, to correct a restatement of the
value of Patents acquired, amortization expense recognized on these patents,
the amount of common stock issued for these patents, and its effect on our net
loss per share calculation. Below table sets forth the effect of the
restatement for the three and nine months ended September 30, 2012: As of September 30,2012
 
 
 
 2012Previously Reported
 
 Adjustments
 
 As RestatedPatents
 
 
 24,218,750
 
 
 
 (24,218,750)
 
 
 
 0Total Assets
 
 $
 24,300,865
 
 
 $
 (24,218,750)
 
 
 $
 82,115Common stock
 
 
 10,576
 
 
 
 (5000)
 
 
 
 5,576Total Stockholders’ equity
 
 
 24,288,897
 
 
 
 (24,218,750)
 
 
 
 70,147Three Months Ended September 30,
 
 Nine Months Ended September 30,2012
 
 
 
 2012
 
 2012
 
 
 
 2012Previously Reported
 
 Adjustments
 
 As Restated
 
 Previously Reported
 
 Adjustments
 
 As RestatedNet loss per common share –
  Basic and Diluted
 
 $
 (0.01)
 
 
 $
 0.01
 
 
 $
 (0.00)
 
 
 $
 (0.02)
 
 
 $
 
 
 
 $
 (0.01)Weighted average shares
  outstanding – Basic and Diluted
 
 
 105,363,696
 
 
 
 (50,000,000)
 
 
 
 55,363,696
 
 
 
 38,006,825
 
 
 
 
 
 
 
 20.671,058


---



Inception to datePreviously Reported
 
 Adjustments
 
 As RestatedNet loss per common share –
  Basic and Diluted
 
 $
 (0.32)
 
 
 $
 0.07
 
 
 $
 (0.25)Weighted average shares
  outstanding – Basic and Diluted
 
 
 5,623,546
 
 
 
 1,521,461
 
 
 
 4,102,085,
 11 
   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 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.  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,on April 10, 2013, we
executed a certain Amendment to the Assignment of Patentswith GIOTOS Limited, through which weacquired a portfolio of patent rights related to a
“Massage Vibrator for the Relief of Aches and Pain” and other related business
processes and know-how (collectively, the “IFLOR Business”) in exchange for
100,000,000 shares of common stock.The 100,000,000 shares of common stock were
valued at $25,000,000, based on the fair value tentatively assigned to the
IFLOR Business based on the best information available to us at the time of the
Stock Purchase Agreement.  In accordance with the terms of the Stock Purchase
Agreement and the Amendment to the Assignment of Patents, the initial
valuations were subject to adjustment by independent third-party valuations. 
We subsequently obtained the expected third-party valuations of the IFLOR
Business and of the shares (the “Valuations”).  Based on the Valuations, the
Company exercised its right to adjust the amount of shares pursuant to the
terms of the Stock Purchase Agreement.  On April 12, 2013, we executed a
Closing Agreement with GIOTOS Limited to reduce the purchase price to
$12,500,000 and to effect the share adjustment and return 50,000,000 shares of
common stock to the Company’s treasury.  GIOTOS Limited is a company owned and
controlled by Mr. Louis Bertoli, ourmajority
stockholder,President, CEO, and Chairman of the Board of Directors.  In accordance with generally accepted accounting principles in the
United States of America (“GAAP”), assets acquired in transactions between
entities under common control, as is the case with the Company and GIOTOS Limited,
should be recorded at the current carrying value of the seller.  Increasing the
carrying value of the assets acquired to estimated fair value is not permitted
under these circumstances. Based on the foregoing, at December 31, 2012, the
Company has not recorded any carrying value for the acquired patents rights
related to the IFLOR device as the carrying value by the seller was not
material.  Accordingly, the difference between the initial preliminary
transaction price of $25,000,000 and the final value of the assets recorded of
zero has been recorded in equity as a capital transaction whereby the
50,000,000 shares issued as consideration were recorded to common stock at par
value with the offset recorded to additional paid-in capital.  The Company initially
filed its quarterly reports on Form 10-Q for the quarter ended September 30,
2012, as though the transaction with GIOTOS Limited, and between GIOTOS Limited
and the patent holders, was an arm’s length transaction and not a transaction
between entities under common control.  As a result, the Company is filing this
amended quarterly report on Form 10-Q/A for the quarter ended September 30,
2012, to adjust previously reported financial statements.  These adjustments,
including to shares outstanding at December 31, 2012, have beenreflected retrospectively in our annual report for
December 31, 2012, on Form 10-K.A copy
of the Stock Purchase Agreement was filed with our Form 10-Q for the quarter
ended June 30, 2012, which was originally filed on August 20, 2012 and
subsequently amended by filings made on September 13, 2012, and on May 10,
2013.  The Closing Agreement andAmendment
to the Assignment of Patentswere included as exhibits with our 10-K for
December 31, 2012, which was filed April 16, 2013.


---



(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
expenses to 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. 12 
 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. 13 
 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 was subject to
adjustmentand, as discussed in Item 2 of Part 1, the
issuance was adjusted in April of 2013 by the return of 50,000,000 shares to
the Company.


---



ITEM 3. Defaults Upon Senior Securities.  None.  ITEM 4. Mine Safety Disclosures.  Not applicable.  ITEM 5. Other Information.  None. 14 
 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
 
 Purchase
  Agreement made by and between HPIL HOLDING and GIOTOS Limited dated June 28,
  2012*10.7
 
 Amendment to the Assignment of Patents, by and between HPIL
  Holding and GIOTOS Limited, entered into on April 10, 2013*10.8
 
 Closing Agreement, by and between HPIL Holding and GIOTOS
  Limited, entered into on April 12, 2013*10.9
 
 Quota Purchase Agreement made by and between an investor and
  HPIL Holding31.1
 
 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**101.INS
 
 XBRL
  Instance Document**101.SCH
 
 XBRL
  Taxonomy Extension Schema Document**101.CAL
 
 XBRL
  Taxonomy Extension Calculation Linkbase Document**101.DEF
 
 XBRL
  Taxonomy Extension Definition Linkbase Document**101.LAB
 
 XBRL
  Taxonomy Extension Label Linkbase Document**101.PRE
 
 XBRL
  Taxonomy Extension Presentation Linkbase Document


---



* Included in
  previously filed reporting documents.
  
  ** Pursuant to Rule 406T of Regulation S-T, these
  interactive data files are deemed not filed or part of a registration
  statement or prospectus for purposes of Sections 11 or 12 of the
  Securities Act of 1933, as amended, is deemed not filed for purposes of
  Section 18 of the Securities Exchange Act of 1934, as amended, and
  otherwise is not subject to liability under these sections.
  15 
   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: May 10,
  2012
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive
  Officer (Principal Executive Officer),
  President and Chairman
  of the Board of DirectorsDated: May 10,
  2012
 By:/s/Nitin
    AmerseyNitin AmerseyDirector, Chief
    Financial Officer (Principal Financial Officer and Principal Accounting
    Officer), Corporate Secretary and Treasurer
 16