U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30,
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. 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 June 30, 2013, there were 56,671,000 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
 
 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
 
 16Item 5 Other Information
 
 16Item 6 Exhibits
 
 16SIGNATURES
 
 17


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PART I---FINANCIAL INFORMATION Item 1.
Financial Statements. HPIL HOLDING AND SUBSIDIARIES(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSAS OF JUNE 30, 2013 AND DECEMBER 31, 2012June 30, 2013
 
 December 31, 2012ASSETSCurrent assets:Cash
 $
 14,546
 $
 218,046Prepaid expense
 
 -
 
 10,000Total current assets
 
 14,546
 
 228,046Other assets:Property & equipment
 
 
 
 241,907
 
 87,605Investment in affiliated company
 
 
 
 297,500
 
 297,500Total other assets
 
 
 
 
 539,407
 
 385,105Total assets
 $
 553,953
 $
 613,151LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued
  liabilities
 $
 42,238
 $
 -Notes and advances from
  stockholder
 
 160,000
 
 77,500Total current liabilities
 
 202,238
 
 77,500Commitments and
  contingencies
 
 -
 
 -Stockholders' equity:Preferred stock,
  series 1, class P-1 par value $8.75;25,000,000
  shares authorized; Nil issued andoutstanding at June 30, 2013
  and December 31, 2012
 -
 
 -Preferred stock,
  series 2, class P-2 par value $7.00;75,000,000
  shares authorized; Nil issued andoutstanding at June 30, 2013
  and December 31, 2012
 
 -
 
 -Common stock par value
  $0.0001;400,000,000 sharesauthorized; 56,671,000 and 56,655,000issued and
  outstanding atJune 30, 2013 and
  December 31, 2012, respectively
 
 5,668
 
 5,666Additional paid-in capital
 
 1,767,841
 
 1,686,243Deficit accumulated during
  the development stage
 
 (1,421,794)
 
 (1,156,258)Total stockholders' equity
 
 351,715
 
 535,651Total
  liabilities and stockholders' equity
 $
 553,953
 $
 613,151The 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) UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS For the PeriodFrom InceptionFor the Three
 
 For the Three
 
 For the Six
 
 For the Six
 
 (February 17,Months Ended
 
 Months Ended
 
 Months Ended
 
 Months Ended
 
 2004) toJune 30,
 
 June 30,
 
 June 30,
 
 June 30,
 
 June 30,2013
 
 2012
 
 2013
 
 2012
 
 2013Sales
 $
 -
 $
 -
 $
 -
 $
 -
 $
 42,021Cost of goods sold
 
 -
 
 -
 
 -
 
 -
 
 36,419Gross profit
 
 -
 
 -
 
 -
 
 -
 
 5,602Operating expenses:General and administrative
 
 171,013
 
 46,255
 
 265,536
 
 63,933
 
 1,208,399Total operating expenses
 
 171,013
 
 46,255
 
 265,536
 
 63,993
 
 1,208,399Loss from continuing operations
 
 (171,013)
 
 (46,255)
 
 (265,536)
 
 (63,993)
 
 1,202,797Loss from discontinued operations
 
 -
 
 -
 
 -
 
 -
 
 (218,947)Net loss
 $
 (171,013)
 $
 (46,255)
 $
 (265,536)
 $
 (63,993)
 $
 (1,421,744)Loss per weighted
  number of sharesOutstanding -
  Basic and diluted
 $
 (0.00)
 $
 (0.01)
 $
 (0.00)
 $
 (0.02)
 $
 (0.17)Weighted average
  number of sharesOutstanding -
  Basic and diluted
 
 56,671,000
 
 5,661,593
 
 56,665,254
 
 3,958,297
 
 8,257,890
  The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements. 4
 
     HPIL HOLDING AND SUBSIDIARIES(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH
  FLOWSFor the PeriodFrom InceptionFor the Six
 
 For the Six
 
 (February 17,Months Ended
 
 Months Ended
 
 2004) toJune 30,
 
 June 30,
 
 June 30,2013
 
 2012
 
 2013OPERATING ACTIVITIES:Net loss
 
 $
 (265,536)
 $
 (63,993)
 $
 (1,421,794)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
 
 (15,000)
 
 -Accounts payable and accrued
  expenses
 
 42,238
 
 (72,955)
 
 42,238CASH USED IN OPERATING
  ACTIVITIES
 
 (213,298)
 
 (151,948)
 
 (1,336,714)INVESTING ACTIVITIES:Purchases
  of property and equipment
 
 (154,302)
 
 -
 
 (241,906)CASH USED IN INVESTING
  ACTIVITIES
 
 (154,302)
 
 -
 
 (241,906)FINANCING ACTIVITIES:Proceeds from issuance of
  common stock
 
 81,600
 
 -
 
 856,050Net advances from
  stockholder
 
 82,500
 
 161,825
 
 582,500Repayment of note payable to
  stockholder
 
 -
 
 -
 
 (115,000)Issuance of preferred stock
 
 -
 
 -
 
 192,500Deferred stock offering
  expenses
 
 -
 
 -
 
 (32,842)Advances from officers
 
 -
 
 -
 
 109,958CASH PROVIDED BY FINANCING
  ACTIVITIES
 
 164,100
 
 161,825
 
 1,593,166NET (DECREASE) INCREASE IN
  CASH
 
 (203,500)
 
 9,877
 
 14,546CASH - BEGINNING OF PERIOD
 
 218,046
 
 -
 
 -CASH - END OF PERIOD
 $
 14,546
 $
 9,877
 $
 14,546The 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 JUNE 30, 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 June 30, 2013, the Company has yet to commence operations.
Expenses incurred from February 17, 2004 (date of inception) through June 30,
2013 relate to the Company’s formation and general administrative activities. 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 has generated a
limited amount of revenue and has not achieved profitable operations or
positive cash flows from operations. The report of the Company’s independent
registered accounting firm on the Company’s consolidated financial statements
as of and for the year ended December 31, 2012 contained an emphasis of a
matter paragraph stating that these factors raise substantial doubt about its
ability to continue as a going concern. Subsequent to June 30, 2013, the
Company raised $899,250 from the sale of common stock and also expects to raise
additional capital during 2013 to fund start-up activities. As discussed
in this Note 1 below, the Company’s wholly owned subsidiary HPIL
HAELATHCARE Inc. expects to begin supplying its IFLOR product in 2014. The
Company believes that this additional funding will be sufficient to fund
operating expenses through at least the first half of 2014. Moreover, the
Company’s majority stockholder has indicated his ability and intent to provide
financial support to the Company at least through June 30, 2014, should it be
necessary.  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 owned (100%) 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 second quarter of 2014, 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”) for interim financial information and
applicable rules and regulations of the Securities and Exchange Commission (the
“SEC”). Accordingly, they do not include all of the information and disclosures
required by U.S. GAAP for complete consolidated financial statements. In the
opinion of management, all adjustments, consisting principally of normal
recurring adjustments, considered necessary for a fair presentation have been
included. The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying notes. Actual results
could differ from these estimates. These financial statements should be read in
conjunction with the Company’s audited consolidated financial statements and
accompanying notes for the year ended December 31, 2012, included in our
Annual Report on Form 10-K filed with the SEC on April 16, 2013.
Additionally, our operating results for the three months and six months ended
June 30, 2013 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2013 or for any other period.  As
of June 30, 2013 none of the above subsidiaries have begun full
operations.  NOTE
2 – 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 “Investments – Equity Method and Joint Ventures”, 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 32% investment in Haesler Real Estate
Management SA (“HREM”) is accounted for under the equity method of accounting.
The Company’s share of HREM’s earnings for the six months ended June 30, 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 June 30, 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 June 30, 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 six months ended June
30, 2013 or the calendar year 2012, the Company has not recorded any
depreciation expense related to these assets as they are not yet placed in
service.  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 provided the result is not anti-dilutive.  For the six months ended June 30, 2013 and the calendar year 2012,
and for the period from inception (February 17, 2004) to June 30, 2013, no
potentially dilutive securities were included in the computation of loss per
share due to the net losses.  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 3 – NOTE AND ADVANCES PAYABLE - STOCKHOLDER  During 2012 the Company, in agreement with the Company’s majority
stockholder, cancelled its 22,000 shares of preferred stock outstanding in
exchange for a note payable of $192,500.  The note is non-interest bearing
and payable on demand.  During the six months ended June 30, 2013, the
stockholder made additional advances to the Company under the same terms.  The
Company has $160,000 and $77,500 payable to this stockholder as of June 30,
2013 and December 31, 2012, respectively. 8
 
     NOTE 4 – 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 of certain patents rightsand other related business processes and know-how(“IFLOR Business”), and were to be adjusted based upon the
these fair values.  The Company subsequently obtained the expected
third-parties valuations of the common stock and of the IFLOR Business (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 Business. 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 an
accredited investor, pursuant to which Company agreed to sell and investor
agreed to purchase 16,000 shares of Common Stock of the Company for a total
purchase price of $81,600. On March 7, 2013, pursuant to the terms and
conditions of the Agreement, the Company issued the shares to the investor in
exchange for the purchase price.  NOTE 5 – RELATED PARTY TRANSACTIONS  The
Company’s wholly owned subsidiary 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 from MB Ingenia totaling $91,137 for the six months ended June 30,
2013 and $178,742 from inception to June 30, 2013. 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 six months ended June
30, 2013 and for the calendar year ended 2012, the Company incurred expenses of$33,020and $50,000  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 six months ended June
30, 2013 and the calendar year 2012, the Company incurred expenses of $5,125
and $5,952, 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 six months ended June 30, 2013 and the calendar year
2012, the Company incurred expenses of $3,640 and $16,488, respectively, in
relation to these services.  The Company uses the services of Cheerful Services International
Inc. (“Cheerful”) for corporate press releases. Cheerful is owned by Mr.
Amersey’s children and his son is the president. For the six months ended June
30, 2013 and the calendar year 2012, the Company incurred expenses of $5,160
and $5,000, respectively, in relation to these services.  The Company had accounts payable related to the above transactions
of $8,127 and $Nil as of June 30, 2013 and December 31, 2012, respectively. 9
 
    NOTE 6 – 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 six months ended June
30, 2013 and 2012 and from inception to date are as follows: 2013
 
 2012
 
 Inception to dateSales
 $
 -
 $
 -
 $
 -Cost of sales
 
 -
 
 -
 
 -Gross profit
 
 -
 
 -
 
 -Operating expensesGeneral & administrative
 
 -
 
 -
 
 (218,947)Total operating
  expense
 
 -
 
 -
 
 (218,947)Net loss from discontinued
  operations
 $
 -
 $
 -
 $
 (218,947)
  NOTE
7 – 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
8 – SUBSEQUENT EVENTS  The
Company has performed a review of events subsequent to the balance sheet date.
On July 27, 2013, the Company entered into a Stock Purchase Agreement with an
accredited investor, pursuant to which the investor purchased 165,000 shares of
Common Stock of the Company for a total purchase price of $899,250. 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.  Restatement of
Previously Filed Financial Statements.In relation to the transaction in which we
acquired the IFLOR Business (as defined and described in more detail below
under subsection (b) Material Transactions), we previously restated our
consolidated balance sheets as of June 30, 2012 and September 30, 2012 and our
consolidated statements of operations for the three and six months ended June
30, 2012, inception to June 30, 2012, for the three and nine months ended
September 30, 2012, and inception to September 30, 2012 to correct, as
necessary, the value of the patent rightsrelated to the IFLOR Business, amortization
expenses recognized on the patent rights related to the IFLOR Business, the
amount of common stock issued in return for the patents rightsrelated
to the IFLOR Business, and its
effect on our net loss per share calculation (the “Restatement”).  On May 10,
2013, we filed amended Quarterly Reports for the quarters ending June 30, 2012 and
September 30, 2012 on Form 10-Q/A to include the restated financial statements,
which were both subsequently amended and the amendments filed on June 19,
2013.  All references herein to our unaudited quarterly financial statements
for the period ended June 30, 2012 reflect the Restatement.  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. 11
 
     On September 10, 2012,
Company organized six new subsidiary companies. Each of these subsidiary
companies is wholly owned (100%) 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.  On November 27, 2012, the company's wholly owned
subsidiary HPIL ART&CULTURE Inc. entered into a cooperation agreement with
the World Traditional Fudokan Shotokan Karate-Do Federation, a worldwide karate
federation. The parties will work cooperatively to develop and expand projects
between the parties.  On December 4, 2012, the company's wholly owned
subsidiary HPIL ART&CULTURE Inc. entered into a cooperation agreement with
Social Art World Ltd., a private limited company focused on investing in the
art sector. The parties will work cooperatively to develop and expand projects
between the parties.  On December 17, 2012, the company's wholly owned
subsidiary HPIL REAL ESTATE Inc. acquired a 32% ownership interest in Haesler
Real Estate Management SA pursuant to a quota purchase agreement entered into
on October 26, 2012. The parties will work to develop and expand projects
between the parties.  On December 20, 2012, the company’s wholly owned
subsidiary HPIL ENERGYTECH Inc. entered into a cooperation agreement with
TrueSkill Energen Pvt. Ltd., a private limited company focused on marketing
renewable energy products and solutions. The parties will work cooperatively to
develop and expand projects between the parties.  On February 22, 2013, HPIL 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 rights.  The
name of the initial product utilizing the patents rights is “IFLOR, Stimulating
Massage Device”, which the Company has authorized HPIL HEALTHCARE Inc. to
develop, industrialize and manufacture.   (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 Business 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.  (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. 12
 
     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 wholly owned
subsidiary, HPIL HEALTHCARE Inc.  We are in the planning stages of our
marketing efforts and believe we will 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 second
quarter of 2013.  We plan to engage manufacturers for production, expect to
reach full production by the second quarter of 2014, and begin supplying the
product to retail outlets in 2014.  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 six months ended June 30, 2013, net cash
used in operating activities was $(213,298) compared with $(151,948) used in
operating activities for the six months ended June 30, 2012.  The cash flow
used in operating activities in the six months ended June 30, 2013 was
primarily the result of net operating losses.  The cash flow used in operating
activities in the six months ended June 30, 2012 was primarily the result of net
operating losses and accounts payable and accrued expenses.  Net cash provided by (used in) investing activities.  During the six months ended June 30, 2013, net cash
used in investing activities was $(154,302) compared with $Nil used in investing
activities for the six months ended June 30, 2012.  The cash flow used in investing
activities in the six months ended June 30, 2013 was primarily the result of equipment
purchases related to the IFLOR product design and manufacturing.  Net cash provided by (used in) financing
activities.During the six
months endedJune 30, 2013, net cash provided by financing activities was $164,100 compared with $161,825 provided by financing activities for the six months endedJune 30, 2012.The
cash flow provided by financing activities in the six months ended June 30,
2013 was primarily the result of proceeds from the issuance of common stock and
advances from stockholders.  The cash flow provided by financing activities in
the six months ended June 30, 2012 was primarily the result of advances from
stockholders.  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 has generated a limited amount of revenue and has not achieved
profitable operations or positive cash flows from operations.  The report of the
Company’s independent registered accounting firm on the Company’s consolidated
financial statements as of and for the year ended December 31, 2012 contained
an emphasis of a matter paragraph stating that these factors raise substantial
doubt about its ability to continue as a going concern.  As of June 30, 2013, we had cash on hand of $14,546 and
current liabilities of $202,238.  Subsequent to June 30, 2013, the Company
raised $899,250 from the sale of common stock and also expects to raise
additional capital during 2013 and 2014 to fund start-up activities.  As of the
date of this filing, we had cash on hand of $611,804 and current liabilities of
$Nil.  The Company believes that the funding already received and additional
funding which we expect to raise will be sufficient to fund operating expenses
through at least the first half of 2014.  Moreover, our majority stockholder
has indicated his ability and intent to provide financial support to the
Company at least through June 30, 2014.  Additionally, as discussed in subsection (c)
Business of Issuer, above, we expect our wholly owned subsidiary, HPIL
HEALTHCARE Inc., to begin supplying the IFLOR product in 2014.  However, there
is no assurance that we will be able to achieve revenues sufficient to become
profitable nor that wewill be able to continue to
raise funds beyond the first half of 2014, 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.
Wehave 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.    13
 
     Comparison of Three Months Ended June 30, 2013 to
Three Months Ended June 30, 2012  General and Administrative Expenses.General and administrative expensesincreased to $171,013 for the three months ended June 30, 2013 from $46,255
for the three months ended June 30, 2012.Theincreasein general and administrative expenses is
primarily related to the increase in consulting fees, accounting fees, filing
fees, and travel expenses, which increased in 2013 as a result of the addition
of six subsidiaries and the acquisition of the IFLOR Business.  Net Income (loss).  For the three months endedJune
30, 2013, we incurred a net loss of $(171,013) as
compared to a net loss of $(46,255) for the three months endedJune 30, 2012.  The net loss was primarily a result of increased
operations of the Company without current revenue.  Comparison of Six Months Ended June 30, 2013 to Six Months Ended June
30, 2012  General and Administrative Expenses.General and administrative expensesincreased to $265,536 for the six months ended June
30, 2013 from $63,933 for the six months ended June 30, 2012.  Theincreasein general
and administrative expenses is primarily related to the increase in consulting fees, accounting fees, filing
fees, and travel expenses, which increased in 2013 as a result of the addition
of six subsidiaries and the acquisition of the IFLOR Business.  Net Income (loss).  For the six months ended June 30, 2013, we incurred a net loss
of $(265,536) as compared to a net loss of $(63,933) for the six months ended
June 30, 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. 14
 
    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.   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.  Pursuant to
the terms and conditions of that certain Closing Agreement entered into on April 12, 2013, with GIOTOS
Limited (“GIOTOS”), the Company exercised its right to adjust the amount of
shares of the Company’s common stock the Company paid 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 pursuant
to the terms and conditions of that certain Stock Purchase Agreement with
GIOTOS entered on June 28, 2012 and amended April 10, 2013.  To effect the
share adjustment, on April 12, 2013, GIOTOS returned to the Company 100,000,000
shares of Company common stock previously issued pursuant to the Stock Purchase
Agreement and the company issued 50,000,000 shares of common stock of the
Company to GIOTOS.GIOTOS is a company owned and controlled by Mr. Louis
Bertoli, our President, CEO, and Chairman of the Board of Directors.  The transaction described
above was 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. 15
 
      Item 4.  Mine Safety Disclosures.  Not applicable.  Item 5.  Other Information.  None.  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
 
 Quota Purchase Agreement, by and between HPIL Holding and Daniel
  Haesler, entered into on October 26, 2012*10.3
 
 Amendment to the Assignment of Patents, by and between HPIL
  Holding and GIOTOS Limited, entered into on April 10, 2013*10.4
 
 Closing Agreement, by and between HPIL Holding and GIOTOS
  Limited, entered into on April 12, 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
  16
 
     Exhibit
 
 Description**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.
   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: August 19,
  2013
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive
  Officer (Principal Executive Officer),
  President and
  Chairman of the Board of DirectorsDated: August 19,
  2013
 By:/s/Nitin
    AmerseyNitin AmerseyDirector,
    Chief Financial Officer (Principal Financial Officer and Principal
    Accounting Officer), Corporate Secretary and Treasurer
   17