U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)   QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31,
2013   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. Yes   No   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).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 Company 
  Check whether the
issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes
     No    As of March 31, 2013, there were 56,668,000 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 Unaudited Condensed
  Consolidated Financial Statements
 
 3Item 2 Management’s Discussion and
  Analysis of Financial Condition and Results of Operations
 
 11Item 3 Quantitative and Qualitative
  Disclosures About Market Risk
 
 14Item 4 Controls and Procedures
 
 14PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 15Item 1A Risk Factors
 
 15Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 15Item 3 Defaults Upon Senior
  Securities
 
 15Item 4 Mine Safety Disclosures
 
 15Item 5 Other Information
 
 15Item 6 Exhibits
 
 16SIGNATURES
 
 17


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PART I---FINANCIAL INFORMATION  Item 1.
Financial Statements. HPIL HOLDING and Subsidiaries(A Development Stage Company)CONDENSED CONSOLIDATED  BALANCE SHEETSAS OF MARCH 31, 2013 AND DECEMBER 31, 2012
  (Unaudited)March 31,
 
 December 31,2013
 
 2012ASSETSCurrent Assets:Cash
 
 $
 41,168
 $
 218,046Prepaid expense
 
 
 -
 
 10,000Total Current Assets
 
 41,168
 
 228,046Property and Equipment
 
 
 
 
 211,560
 
 87,605Investment in affiliated
  Company
 
 
 
 
 297,500
 
 297,500Total Other Assets
 
 
 
 
 509,060
 
 385,105Total Assets
 $
 550,228
 $
 613,151LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Notes payable to stockholder
 
 $
 27,500
 $
 77,500Total Current Liabilities
 
 27,500
 
 77,500Commitments and
  ContingenciesStockholders' EquityPreferred stock,
  series 1, class P-1 par value $8.75;25,000,000
  shares authorized; 22,000 issued and niloutstanding on March 31,
  2013, and December 31, 2012
 
 
 -
 
 -Preferred stock,
  series 2, class P-2 par value $7.00;75,000,000
  shares authorized; Nil issued andoutstanding on March 31,
  2013 and December 31, 2012,net of discount
 
 
 
 -
 
 -Common stock par value
  $0.0001; 400,000,000 sharesauthorized; 56,668,000
  and 56,655,000 issued and outstanding onMarch 31, 2013 and December
  31, 2012, respectively
 
 
 
 5,668
 
 5,666Additional paid-in capital
 
 
 1,767,841
 
 1,686,243Deficit accumulated during
  the development stage
 
 
 (1,250,781)
 
 (1,156,258)Total Stockholders'  Equity
 
 522,728
 
 535,651Total
  Liabilities and Stockholders'  Equity
 $
 550,228
 $
 613,151The accompanying notes are
  an integral part of these unaudited condensed consolidated financial statements.
    3
  
 HPIL HOLDING and Subsidiaries(A Development Stage Company)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  (UNAUDITED)For the PeriodFrom InceptionFor the Three
 
 For the Three
 
 (February 17,Months Ended
 
 Months Ended
 
 2004) toMarch 31,
 
 March 31,
 
 March 31,2013
 
 2012
 
 2013Sales
 $
 -
 $
 -
 $
 42,021Cost of Goods Sold
 
 -
 
 -
 
 36,419Gross Profit
 
 -
 
 -
 
 5,602Operating Expenses:General and administrative
 
 94,523
 
 17,738
 
 1,037,435Total Operating Expenses
 
 94,523
 
 17,738
 
 1,037,435Loss from Continuing
  Operations
 
 (94,523)
 
 (17,738)
 
 (1,031,833)Loss from Discontinued
  Operations
 
 -
 
 -
 
 (218,947)Net Loss
 $
 (94,523)
 $
 (17,738)
 $
 (1,250,780)Loss per
  Weighted Number of SharesOutstanding -
  Basic and Diluted
 $
 (0.00)
 $
 (0.01)
 $
 (0.18)Weighted Average
  Number of SharesOutstanding -
  Basic and Diluted
 
 56,659,267
 
 2,255,000
 
 6,937,803The accompanying notes are
  an integral part of these unaudited condensed consolidated financial
  statements.
 4
 
 HPIL HOLDING and Subsidiaries(A Development Stage Company)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  (UNAUDITED)For the PeriodFrom InceptionFor the Three
 
 For the Three
 
 (February 17,Months Ended
 
 Months Ended
 
 2004) toMarch 31,
 
 March 31,
 
 March 31,2013
 
 2012
 
 2013CASH FLOWS FROM OPERATING
  ACTIVITIES:Net loss
 
 $
 (94,523)
 $
 (17,738)
 $
 (1,250,780)Adjustment for non-cash
  item:Common stock issued for
  services
 
 -
 
 -
 
 10,000Deferred stock offering
  expense amortization
 
 -
 
 -
 
 32,842Adjustments for changes in
  working capital:Prepaid expenses
 
 10,000
 
 (16,450)
 
 -Accounts payable and accrued
  expenses
 
 -
 
 (83,152)
 
 -CASH USED IN OPERATING
  ACTIVITIES
 
 (84,523)
 
 (117,340)
 
 (1,207,938)CASH FLOWS FROM INVESTING
  ACTIVITIES:Expenditures for property
  and equipment
 
 (123,955)
 
 -
 
 (211,560)CASH FLOWS FROM FINANCING
  ACTIVITIES:Proceeds from issuance of
  common stock
 
 81,600
 
 -
 
 856,050Net advances from
  stockholder
 
 -
 
 133,678
 
 500,000Repayment of note payable to
  stockholder
 
 (50,000)
 
 -
 
 (165,000)Advances from officers
 
 -
 
 -
 
 109,958Issuance of preferred stock
 
 -
 
 -
 
 192,500Deferred stock offering
  expenses
 
 -
 
 -
 
 (32,842)CASH PROVIDED BY FINANCING
  ACTIVITIES
 
 31,600
 
 133,678
 
 1,460,666NET (DECREASE) INCREASE IN
  CASH
 
 (176,878)
 
 16,338
 
 41,168CASH - BEGINNING OF YEAR
 
 218,046
 
 -
 
 -CASH - END OF YEAR
 $
 41,168
 $
 16,338
 $
 41,168The accompanying notes are
  an integral part of these unaudited condensed consolidated financial
  statements.
    5
 
      HPIL HOLDING and Subsidiaries  (A Development Stage Company) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012  NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Operations  HPIL HOLDING and Subsidiaries (referred
to in this report as “HPIL”, the “Company”, “us”, “our” or “we”)(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 March 31, 2013, the Company has yet to commence operations.
Expenses incurred from February 17, 2004 (date of inception) through March 31,
2013 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.  A concentration of the Company has become the development of the
IFLOR Business to produce a“Massage
Vibrator for the Relief of Aches and Pain” productthrough
our subsidiary, HPIL HEALTHCARE Inc.  We are in the planning stages of our
marketing efforts and hope to generate interest in the product through existing
strategic cooperation agreements and other consumer outreach and feedback.  As
of now, we expect our primary retail outlet will be pharmacy chains worldwide. 
Design and molding of the product are underway as of the first quarter of
2013.  We plan to engage manufacturers for production, expect to reach full
production by the fourth quarter of 2013, and begin supplying the product to
retail outlets in 2014. 6
 
     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”) and applicable rules and regulations of
the Securities and Exchange Commission (the “SEC”). As of March 31, 2013 none
of the above subsidiaries have begun full operations.  NOTE 2 – GOING
CONCERN  The
accompanying 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 for the foreseeable future. The Company’s significant cumulative
operating losses and negative cash flows raise substantial doubt about its
ability to continue as a going concern. 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 $13,668 at
March 31, 2013. The Company has raised funds through the sale of common stock
and its majority stockholder has indicated his ability and intent to provide
financial support to the Company at least through March 31, 2014.  The
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.  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.  Principles of Consolidation  The
Unaudited Condensed Consolidated Financial Statements include the accounts of
the Company and its wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated in consolidation.  Investment in Unconsolidated Affiliate  The
Company utilizes the equity method of accounting, as prescribed by ASC Topic
323 “The Equity Method of Accounting for Investments in Common Stock”, when it
is able to exercise significant management influence over the entity’s
operations, which generally occurs when HPIL has an ownership interest of
between 20% and 50% in an entity. The cost method of accounting is used when
the Company does not exercise significant management influence, generally when
HPIL has an ownership interest of less than 20%. The Company’s investment in
Haesler Real Estate LLC (“Haesler”) is accounted for under the equity method of
accounting.  The Company’s share of Haesler’s earnings for the quarter ended
March 31, 2013 is immaterial.  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. 7
 
     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 Companyaccounts for uncertain tax positions in accordance
with ASC Topic 740-10, “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 March 31, 2013 and December 31, 2012 there were no amounts
that are required to be 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 2009 and
later remain subject to examination by the IRS and respective states.  Property and equipment  The
Company’s property and equipment consists of molds and designs not yet being
used in operations at March 31, 2013.  Once placed into operations, the Company
will depreciate these assets over there estimated useful lives, expected to
range between 5 and 10 years.  For the three months ended March 31, 2013 or
2012, the Company has not recorded any depreciation expense related to these
assets.  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.  For the quarters ended March 31, 2013 and 2012, and for the period
from inception (February 17, 2004) to March 31, 2013, there were no potentially
dilutive securities.  Recently Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements are expected to significantly affect the Company.  NOTE 4 – NOTES PAYABLE  During 2012 the Company, in agreement with the Company’s majority
stockholder, cancelled its 22,000 share of preferred stock outstanding in
exchange for a note payable of $192,500.  The note is non-interest bearing and
payable on demand.  The Company has $27,500 and $77,500 payable to this
stockholder as of March 31, 2013 and December 31, 2012, respectively. 8
 
     NOTE 5 –
CAPITAL STOCK  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 were subject to a
valuation of the common stock and patents, and were to be adjusted based upon the
these fair values.  The Company subsequently obtained the expected
third-parties 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 to the Company.  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.  On
February 27, 2013, the Company entered into a Stock Purchase Agreement with
Haesler, pursuant to which Company agreed to sell and Haesler agreed to
purchase 16,000 shares of Common Stock of Company for a total purchase price of
$81,600. Pursuant to the terms and conditions of the Stock Purchase Agreement,
the Company issued to Haesler 16,000 shares of Common Stock on March 7, 2013.  NOTE 6 – 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 year ended December 31, 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.  The Company’s wholly owned HPIL HEALTHCARE Inc. uses
the service of MB Ingenia (Italy) for the production of the "Massage
Vibrator for the Relief of Aches and Pain". HPIL HEALTHCARE Inc. made
property and equipment purchases totaling $123,955 for the quarter ended March
31, 2013 and $211,560 since inception, from MB Ingenia. Mr. Bertoli, is the
President and CEO of MB Ingenia. Mr. Bertolialso
serves as an executive officer and director of our Company.  OnJuly 20, 2009, the
Company entered into a two-year consulting agreement with Amersey Investments
LLC, a company controlled by a director and the CFO of the Company, Nitin
Amersey (“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, 2013 and 2012, the Company
incurred expenses of$15,000and $5,000,
respectively, in relation to these services.  The Company uses Bay City Transfer Agency & Registrar Inc.
(“BCTAR”) to do its stock transfers. Mr. Amersey is listed with the Securities
and Exchange Commission as a control person of BCTAR. For the three months
ended March 31, 2013 and 2012, the Company incurred expenses of $ 2,998 and
1,050, respectively, in relation to these services.,  The Company uses the services of Freeland Venture Resources LLC,
for Edgar filings.  Mr. Amersey is a control person in Freeland Venture
Resources LLC. For the three months ended March 31, 2013 and 2012, the Company
incurred expenses of $290 and $1,868, respectively, in relation to these
services.  9
 
    NOTE 7 – 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 three months ended
March 31, 2013 and 2012 and from inception to date are as follows: 2013
 
 2012
 
 Inception to dateSales
 $
 -
 $
 -
 $
 -Cost of Sales
 
 -
 
 -
 
 -Gross Profit
 
 -
 
 -
 
 -Operating
  ExpensesGeneral &
  Administrative
 
 -
 
 -
 
 218,947Total Operating
  Expense
 
 -
 
 -
 
 218,947Net Loss From
  Discontinued Operations
 $
 -
 $
 -
 $
 (218,947)
   NOTE
8 – INCOME TAXES  The effective tax rate of 0% differs from the statutory rate of
34% due to the Company recording a valuation allowance against the future tax
benefit of current period losses. Management is unable to conclude the related
deferred tax assets are more likely than not to be realized due to the
recurring losses.   NOTE
9 – SUBSEQUENT EVENTS  The
Company has performed a review of events subsequent to the balance sheet date.
There are no subsequent events to report.  10
 
     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.  On July 18, 2012, we changed our business plan 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. 11
 
     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,
entered into a related Amendment to the Assignment of Patents to acquire a
portfolio of healthcare sector 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 the
Company’s common stock. The common stock wasvalued 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,  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.   On February 22, 2013, the Company granted to its
wholly owned subsidiary HPIL HEALTHCARE Inc. an exclusive license to use the
patents relating to the "Massage Vibrator for the Relief of Aches and
Pain" for the production, use, or sale of the resulting products
throughout the world and especially in countries where we have the license to
the patents.  (c)
 Business of Issuer.
  We are currently focused 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.  A current concentration of the Company has become the
development of the IFLOR Business to produce a “Massage Vibrator for the Relief
of Aches and Pain” product through our subsidiary, HPIL HEALTHCARE Inc.  We are
in the planning stages of our marketing efforts and hope to generate interest
in the product through existing strategic cooperation agreements and other
consumer outreach and feedback.  As of now, we expect our primary retail outlet
will be pharmacy chains worldwide.  Design and molding of the product are
underway as of the first quarter of 2013.  We plan to engage manufacturers for
production, expect to reach full production by the fourth quarter of 2013, and
begin supplying the product to retail outlets in 2014.  12
 
    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 and continue
efforts to bring the“Massage Vibrator
for the Relief of Aches and Pain” product to market. 
Aswe have not commenced material operations, we have not earned any
revenues.  Net cash provided by (used in) operating activities.During the three months ended March 31, 2013, net cash
used in operating activities was $84,523 compared with $117,340 used in
operating activities for the three months ended March 31, 2012.  The cash flow
used in operating activities in the three months ended March 31, 2013 was
primarily the result of incurred operating expenses. The cash flow used in
operating activities in the three months ended March 31, 2012 was primarily the
result of accounts payable and accrued expenses.  Net cash provided by (used in) investing activities. During the three months ended March 31, 2013, net
cash used in investing activities was $123,955 compared with $Nil for the three
months ended March 31, 2012.  The cash flow used in investing activities in the
three months ended March 31, 2013 was primarily the result of the acquisition
of molds and designs for the IFLOR Business.  Net cash provided by (used in) financing
activities.During the
three months endedMarch 31, 2013, net cash provided by financing activities was $31,600 compared with $133,678
provided by financing
activities for the three months endedMarch
31, 2012.The cash flow provided by financing
activities in the three months ended March 31, 2013 was primarily the result of
proceeds from the issuance of the Company’s common stock. The cash flow
provided by financing activities in the three months ended March 31, 2012 was
primarily the result of advances from stockholders.  As of March 31, 2013, we had cash on hand of $41,168
and current liabilities of $27,500.  We do not have sufficient capital to
operate our business and will require additional funding to sustain operations
through December 2013.  There is no assurance that we will be able to achieve
revenues sufficient to become profitable.  The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
In the course of its start-up activities, we have sustained operating and cash
flow losses and expect to incur an operating and cash flow losses for 2013. The
Company has generated a limited amount of revenue and has not achieved
profitable operations or positive cash flows from operations. These factor
raise substantial doubt about our ability to continue as a going concern. We
are actively targeting sources of additional financing to provide continuation
of our operations. Our majority stockholder has indicated his ability and
intent to provide financial support to the Company at least through March 31,
2014. The financial statements do not include any adjustments that may result
from the outcome of this uncertainty.  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
engaged in material operational; therefore, we have little operations to report
at this time. Our main focus has been on the development of our business plan.
We have made no sales and 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 and beginning stages of the IFLOR Business.  Comparison of Three Months Ended March 31, 2013 to Three Months Ended
March 31, 2012  General and Administrative Expenses.General and administrative expensesincreasedto $94,523 for the three months
endedMarch 31, 2013,from $17,738 for the
three months endedMarch 31, 2012. Theincreasein general and administrative expenses is primarily
related to increased activity of the Company related to the IFLOR Business. 13
 
     NetIncome (loss).  For the three months endedMarch 31, 2013,
we incurred a net loss of $(94,523) as compared to a net loss of $(17,738) for
the three months endedMarch 31, 2012.  The
net loss was primarily a result of increased operations of the Company without
current revenue.  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.  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 expertise and 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.  Management is committed to improving its internal
controls and will continue to use third party specialists to address shortfalls
in staffing and to assist the Company with accounting and finance
responsibilities.  At this time, however, management has not established a time
table for when it intends to address the aforementioned material weaknesses.  (b)
 Changes in internal
  control over financial reporting.
  There were no changes in our internal
control over financial reporting during the fiscal quarter covered by this
report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. 14
 
    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.  On February 27, 2013, we
entered into a Stock Purchase Agreement with Daniel Haesler, pursuant to which
we sold 16,000 shares of common stock at a price of $5.10 per share for a total
purchase price of $81,600. Pursuant to the terms and conditions of the Stock
Purchase Agreement, we issued the 16,000 shares to Mr. Haesler on March 7,
2013.  The transactions described
above were exempt from registration pursuant to Section 4(2) and Rule 903 of
Regulation S of the Securities Act of 1933, as amended.  (b)Use of Proceeds.  Not Applicable.  (c)Affiliated Purchases of Common Stock.  None.  Item
3.  Defaults Upon Senior Securities.  None.  Item
4.  Mine Safety Disclosures.  Not applicable.  Item 5.  Other
Information.  None. 15
 
    Item 6. Exhibits.  INDEX TO EXHIBITS   Exhibit
 
 Description*3.1
 
 Articles of Incorporation*3.2
 
 By-laws*10.1
 
 Stock Purchase Agreement, by and between HPIL Holding and GIOTOS
  Limited, entered into on June 28, 2012*10.2
 
 Amendment to the Assignment of Patents, by and between HPIL
  Holding and GIOTOS Limited, entered into on April 10, 2013*10.3
 
 Closing Agreement, by and between HPIL Holding and GIOTOS
  Limited, entered into on April 12, 201310.4
 
 License Agreement, by and between HPIL Holding andHPIL HEALTHCARE Inc., entered into on February 22,
  201331.1
 
 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.
   16
 
     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 20,
  2013
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive
  Officer (Principal Executive Officer),
  President and
  Chairman of the Board of DirectorsDated: May 20,
  2013
 By:/s/Nitin
    AmerseyNitin AmerseyDirector,
    Chief Financial Officer (Principal Financial Officer and Principal
    Accounting Officer), Corporate Secretary and Treasurer
   17