U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September
30, 2010   TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
______________ to ______________  Commission File Number: 000-29449  TRIM HOLDING GROUP (Exact name of registrant as
specified in its charter)  Nevada
 
 20-0937461(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  300 Center Ave. Ste. 202 Bay City, MI 48708 
 (Address of principal executive offices)  (989) 509-5954 
 (Registrant’s telephone number, including
area code) 
 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNo   Indicated by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).Yes  No   Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):  Large
  Accelerated
  Filer                    
 
 Accelerated
  Filer                    Non-accelerated
  Filer                       
 
 Smaller
  Reporting Companyx
  Check whether the
issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes
     Nox  As of November 15, 2010, there were 8,260,000 shares of common
stock, par value $0.0001, issued and outstanding.         1


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Trim Holding Group FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Financial
  Statements
 
 3Item 2
  Management’s Discussion and Analysis of Financial Condition and Results of
  Operations
 
 10Item 3
  Quantitative and Qualitative Disclosures About Market Risk
 
 12Item 4 Controls
  and Procedures
 
 12PART II – OTHER INFORMATIONItem 1 Legal
  Proceedings
 
 12Item 1A Risk
  Factors
 
 12Item 2 Unregistered
  Sales of Equity Securities and Use of Proceeds
 
 12Item 3 Defaults
  Upon Senior Securities
 
 13Item 4 Removed
  and Reserved
 
 13Item 5 Other
  Information
 
 13Item 6 Exhibits
 
 14SIGNATURES
 
 15
       2


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PART I---FINANCIAL INFORMATION  Item 1. Financial
Statements.  TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONDENSED CONSOLIDATED BALANCE SHEETSASSETSSeptember 30,
 
 December 31,2010
 
 2009(unaudited)Current Assets:Cash
 $
 13,788
 $
 29,289Prepaid expense
 
 23,138
 
 8,000Total Current Assets
 
 36,926
 
 37,289Other Assets:Deferred stock offering
  expenses
 
 87,973
 
 32,842Patent, net of amortization
 
 11,333,564
 
 12,252,500Total Other Assets
 
 11,421,537
 
 12,285,342TOTAL ASSETS
 $
 11,458,463
 $
 12,322,631LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities:Accounts payable
 $
 32,467
 $
 58,415Due to stockholder/officer
 
 280,334
 
 -Notes payable – Others
 
 15,610
 
 -Total Current Liabilities
 
 328,411
 
 58,415Commitments and
  ContingenciesStockholders’ Equity:Trim Holding Group Stockholders’
  Equity:Preferred
  stock, series 1, class P-1 par value $8.75;25,000,000
  shares authorized; 22,000 issued 
  andoutstanding on September 30, 2010and December 31, 2009
 
 192,500
 
 192,500Preferred
  stock, series 2, class P-2 par value $7.00;75,000,000
  shares authorized; 3,750,000 issued andoutstanding on September 30, 2010and December 31, 2009,net of discount
 
 12,252,500
 
 12,252,500Common stock par value
  $0.0001; 400,000,000 sharesauthorized;
  8,260,000 and 2,262,500 issued and outstanding onSeptember 30, 2010and December 31, 2009,
  respectively
 
 826
 
 226Additional paid-in
  capital
 
 42,138,582
 
 139,182Stock subscription
  receivable
 
 (42,000,000)
 
 -Deficit accumulated
  during development stage
 
 (1,454,361)
 
 (320,192)Total stockholders' equity
  attributable to 
  Trim Holding Group
 
 11,130,047
 
 12,264,216Noncontrolling interest
 
 5
 
 -Total Stockholders’ Equity
 
 11,130,052
 
 -TOTAL LIABILITIES AND STOCKHOLDERS’
  EQUITY
 $
 11,458,463
 $
 12,322,631The accompanying notes are
  an integral part of these condensed consolidated financial statements.
  3


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TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS(UNAUDITED)February 17, 2004For Three Months Ended
 
 For Nine Months Ended
 (Inception) toSeptember 30,
 
 September 30,
 
 September 30,
 
 September 30,
 
 September 30,2010
 
 2009
 
 2010
 
 2009
 
 2010Sales
 $
 -
 $
 -
 $
 -
 $
 -
 $
 42,021Cost of Goods
    Sold
 
 -
 
 -
 
 -
 
 -
 
 36,419Gross Profit
 
 -
 
 -
 
 -
 
 -
 
 5,602Operating
    Expenses:General and
    administrative expenses
 362,635
 
 51,759
 
 1,134,169
 
 93,347
 
 1,459,963Total
    Operating Expenses
 
 362,635
 
 51,759
 
 1,134,169
 
 93,347
 
 1,459,963Net Loss
 $
 (362,635)
 $
 (51,759)
 $
 (1,134,169)
 $
 (93,347)
 $
 (1,454,361)Net Loss Per
    Share:Basic and
    Diluted
 $
 (0.06)
 $
 (0.02)
 $
 (0.32)
 $
 (0.04)
 $
 (0.6)Weighted
    Average SharesOutstanding
    Basic and Diluted
 
 6,260,000
 
 2,292,500
 
 3,594,444
 
 2,292,500
 
 2,405,063The
    accompanying notes are an integral part of these condensed consolidated
    financial statements.
  4


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TRIM HOLDING GROUP(formerly TNT Designs, Inc.)(A Development Stage Company)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)February 17,2004Nine Months Ended
 
 (Inception) toSeptember 30,
 
 September 30,
 
 September 30,2010
 
 2009
 
 2010CASH FLOWS FROM OPERATING
  ACTIVITIES:Net Loss
 $
 (1,134,169)
 $
 (93,347)
 $
 (1,454,361)Adjustments to reconcile
  net loss to net cashfrom operating activities:Common Stock issued for
  services
 
 -
 
 -
 
 10,000Amortization expense
 
 918,936
 
 -
 
 918,936Changes in  assets and
  liabilities:Prepaid expenses
 
 (15,138)
 
 (17,002)
 
 (23,138)Accounts payable and
  accrued expenses
 
 (25,948)
 
 30,586
 
 71,944Net Cash Used in Operating
  Activities
 
 (256,319)
 
 (79,763)
 
 (476,619)CASH FLOWS FROM FINANCING
  ACTIVITIES:Proceeds from sale of
  common stock
 
 -
 
 (3)
 
 19,450Net advances from
  stockholder/officer
 
 280,334
 
 79,479
 
 543,315Issuance of stock in
  subsidiary to noncontrolling interest
 5
 
 -
 
 5Proceeds from financing
 
 20,301
 
 -
 
 20,301Stock offering expenses
 
 (55,131)
 
 -
 
 (87,973)Payments of notes payable
 
 (4,691)
 
 -
 
 (4,691)Net Cash Provided by
  Financing Activities
 
 240,818
 
 79,476
 
 490,407NET CHANGE IN CASH
 
 (15,501)
 
 (287)
 
 13,788CASHBeginning of the Period
 
 29,289
 
 843
 
 -End of the Period
 $
 13,788
 $
 556
 $
 13,788NON-CASH CASH FLOW
  INFORMATION:Issuance of 6,000,000
  shares of common stockfor subscription receivable
 $
 42,000,000
 $
 -
 $
 42,000,000The accompanying notes are
  an integral part of these condensed consolidated financial statements.
    5


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TRIM HOLDING GROUP (formerly TNT Designs, Inc.) (A Development Stage Company) SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 -
NATURE OF BUSINESS  References in
this quarterly report on Form 10-Q to “we”, “our” or “the Company” refer
collectively to Trim Holding Group and its wholly-owned and majority-owned
subsidiaries, which are included in these Condensed Consolidated Financial
Statements.  Trim Holding
Group (formerly TNT Designs, Inc.) (“Trim”) was incorporated on February 17,
2004 in the state of Delaware.  A substantial part of the Company’s activities
were involved in developing a business plan to market and distribute scarves,
handbags and other products.  On June 16, 2009,
the majority interest in Trim was purchased in a private agreement by Louis
Bertoli, an individual, with the objective to acquire and/or merge with other
businesses.  On October 7,
2009, Trim merged with and into Trim Nevada, Inc., which became the surviving
corporation.  The merger did not result in any change in the Company’s
management, assets, liabilities, net worth or location of principal executive
offices.  However, this merger changed the legal domicile from Delaware to   Nevada where Trim Nevada, Inc. was incorporated.  Each outstanding share of TNT Designs, Inc. were automatically converted into one share of the common stock of Trim Nevada,
Inc.  Pursuant to the
merger, Trim changed its name from TNT Designs, Inc. to Trim Holding Group and
announced the change in Trim’s business focus to health care and environmental
quality sectors. The Company is specifically engaged in the business of developing
and marketing our personal care massaging device, the Stimulating and Massaging
 Appliance.  The Company intends to commence commercial introduction of the Stimulating and Massaging Appliance in the 3rd quarter of 2011 by placing it in pharmacies.  Trim’s
wholly-owned subsidiaries Trim Investments Corp (“Investments”) and Trim Trade
Corp (“Trade”) and 95% owned subsidiary Trim Inventions Corp (“Inventions”)
were formed on December 14, 2009, but no stock was issued until September 7,
2010.  Investments will hold the various investment activities that Trim plans
to become involved with.  Trade will be the corporation that Trim’s goods are
sold through.  Inventions will hold the patents and other inventions that Trim
will acquire for production.  At September 30,
2010, the Company had not yet commenced operations.  Expenses incurred from
February 17, 2004 (date of inception) through September 30, 2010 relate to the
Company’s formation and general administrative activities.  The Company’s
principal business objective for the next twelve (12) months, and beyond such
time, will be to implement its business plan which includes the generation of
operational revenues.   6


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NOTE 2 - 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 financial statements.  In the opinion of
management, all adjustments, consisting principally of normal recurring
adjustments, considered necessary for a fair statement of the financial
position, results of operations and cash flows for the interim periods
presented have been included.  These financial statements should be read in
conjunction with the Company’s audited financial statements and accompanying
notes for the year ended December 31, 2009, included in our Annual Report on
Form 10-K filed with the SEC on April 15, 2010.  Additionally, our operating
results for the nine months ended September 30, 2010 are not necessarily
indicative of the results that can be expected for the year ending December 31,
2010, or for any other period.  NOTE 3 –
PRINCIPLES OF CONSOLIDTION  The Condensed
Consolidated Financial Statements include the accounts of Trim and the
subsidiaries, Investments, Inventions and Trade.  All significant intercompany
accounts and transactions have been eliminated in consolidation.  NOTE 4 -
SIGNIFICANT ACCOUNTING POLICIES  Development
Stage Company The Company is a
development stage company.  The Company is still devoting substantially all of
its efforts towards establishing the business and its planned principal
operations have not yet commenced, but are planned to commence in the next six
months.  All losses accumulated since inception have been considered part of
the Company’s development stage activities.  Use of
Estimates The preparation
of financial statements, in conformity with GAAP, requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, disclosures of contingent assets and liabilities as of the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Management evaluates these estimates and
assumptions on a regular basis.  Actual results could differ from these
estimates.  Patents It is the
Company’s policy to capitalize the costs associated with securing a patent. 
The patents will be carried at cost less accumulated amortization, which is
calculated on a straight-line basis over a period of 10 years, which is
estimated as the asset’s useful life.  Accumulated amortization as of September
30, 2010 was $918,936 and as of December 31, 2009 was $0.  Long-lived
Assets Long-lived assets
are evaluated for impairment when events occur or circumstances indicate that
the remaining estimated useful lives may warrant revision or that the remaining
balances may not be recoverable. When this occurs, an estimate of undiscounted
cash flows is used to determine if the remaining balances are recoverable.  Income Taxes The Company
accounts for income taxes under the asset and liability method, where deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statements carrying amounts
of existing assets and liabilities and their respective tax bases.  Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.  At September 30,
2010, there were no uncertain tax positions that require accrual.   7


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NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES (continued)  Net Loss per
Share Basic loss per
share is computed by dividing net income, or loss, by the weighted average
number of shares of common stock outstanding for the period.  Diluted loss per
share is computed by dividing net income, or loss, by the weighted average
number of shares of common stock outstanding for the period and the number of
shares of common stock issuable upon assumed exercise of preferred stock and
warrants that are not anit-dilutive.  For the nine-months
ended September 30, 2010, the Company had outstanding preferred stock and
warrants which were not included in the computation of loss per share because
the shares would be anti-dilutive due to the net loss for the period.  For the
nine-months ended September 30, 2009 there were no potential common stock
equivalents outstanding.  Noncontrolling
interests in Condensed Consolidated Financials Statements The Company has
adopted the amendments to ASC 810-10, “Consolidation” which govern the
accounting for and reporting of noncontrolling interests in partially-owned
subsidiaries.  Also, this standard requires that: (1) noncontrolling interest,
previously referred to as minority interest, be reported as part of equity in
the Condensed Consolidated Financial Statements; (2) losses be allocated to a
noncontrolling interest even when such allocation might result in a deficit
balance, reducing the losses attributed to the controlling interest.  Recently
Issued Accounting Pronouncements None of the recent
pronouncements affect the Company.  NOTE 5 -
PATENTS  On
December 31, 2009, the Company entered into a patent agreement with Allkey,
Ltd. to obtain the full and exclusive right, title and interest in patents for
a personal massaging device. Affiliates of Chief Executive Officer, majority
shareholder and director, Louis Bertoli, own a minority interest of Allkey,
Ltd. The patents purchased are for the United States, Canada and Mexico. In consideration for such patent rights, the Company issued 3,750,000 shares of
Series 2 Class P-2 preferred stock (each USD $7.00 par value) of the Company.
Additionally, the Company acquired the option to acquire the exclusive patent
rights in 46 other countries.  The
Company has the right to repurchase some or all of the shares for USD $7.00 per
share ($26,250,000 for all the Series 2 Class P-2 preferred shares) on or
before December 31, 2012. If the Company chooses not to repurchase the shares
by such date, Allkey, Ltd. has the right to sell the shares to a third-party,
subject to the Company’s right of first refusal. If the proceeds from such
third-party sale are less than USD $26,250,000, then the Company is obligated
to pay the difference to Allkey, Ltd.  The
patent rights and preferred stock issued were recorded at their estimated fair
value as determined using the “relief from royalty” valuation model that takes
into account, among other items, projected future revenue of products covered
by the patent rights, an assumed royalty rate that the Company would pay if it
had licensed the technology covered by the patents, and an appropriate discount
rate based on the Company’s estimated cost of capital. The initial fair value
of the patent rights was determined to be $12,252,500 at December 31, 2009. As
a result, the Series 2, Class P-2 Preferred stock has been recorded net of a
discount of $13,997,500 to its par value of USD $7.00 per share as of September
30, 2010 and December 31, 2009.  Series 2, Class P-2 preferred stock can be
converted to common stock in the ratio of 1:1.   8


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NOTE 6 – NOTE PAYABLE – OTHER  During the
quarter ended September 30, 2010, the Company entered into an agreement with a
financing company to finance the cost of D&O executive and organization
liability insurance premium.  The insurance policy is effective until July 30,
2011, and the unexpended portion of the premium cost was $22,598 as of
September 30, 2010, which is included in prepared expenses as of that date.  Payments under
the financing agreement are due in monthly installments of $2,344 including
interest at 9.33% through April 30, 2011. The balance payable under the
financing agreement was $15,610 and $0 at September 30, 2010 and December 31,
2009, respectively.  NOTE 7 –
STOCK SUBSCRIPTION RECEIVABLE  On August 6,
2010, the Company entered into a Purchase Agreement with Allkey Ltd, where
Allkey would purchase 6,000,000 shares of the Company’s Common Stock with warrants
to purchase 9,000,000 shares of common stock (1.5 warrants per share) at $7.00
per share.  Also on August 6, 2010, the Company entered into a Registration
Rights Agreement with Allkey, Ltd. where the Company would be required to
register the 6,000,000 shares sold to Allkey so they may be sold in the market.  Allkey was issued
the 6,000,000 shares in August, 2010, in accordance with the purchase agreement
and is obligated to pay $7 per share for a total price of $42,000,000 payable
in 7 tranches, the first one being due 30 days from the date of effectiveness
of the Company’s Registration Statement on Form S-1 originally filed August 25,
2010 with the amended S-1 filed October 13, 2010.  As a result of this stock
issuance the controlling interest in the company changed, with Allkey owning
73% of all issued and outstanding shares.  The Company will
use the funds raised from the Purchase Agreement to fund its business plan and
begin generating revenue.  NOTE 8 –
RELATED PARTY TRANSACTIONS  A shareholder
loaned the Company $280,334 during the nine-months ended September 30, 2010 to
be used for working capital.  These advances are unsecured, non-interest
bearing and due on demand.  In 2009, the
Company issued 22,000 shares of Series 1, Class P-1 Preferred Stock (par value
$8.75 per share) to Louis Bertoli (director and officer of the Company) in
settlement of amounts owed to Mr. Bertoli totaling $192,500.  Series 1, Class
P-1 Preferred Stock can be converted to Common Stock in the ratio of 1.25:1.  On July 20, 2009,
the Company entered into a two-year consulting agreement with Amersey
Investment Holding LLC (affiliated party).  The affiliated party will provide
office space, office identity and assist the Company with corporate, financial,
administrative and management records.  During the three-months ended September
30, 2010 and 2009, the Company incurred expenses of $15,000 and $0,
respectively, in relation to these services.  For the nine-months ended
September 30, 2010 and 2009, the Company incurred expenses of $45,000 and $0,
respectively, in relation to these services.  The Company uses
Bay City Transfer Agency & Registrar Inc. (BCTAR) to do its stock
transfers.  BCTAR is an affiliated party.  During the three-months ended
September 30, 2010 and 2009, the Company incurred expenses of $1,237 and $111,
respectively, in relation to these services.  For the nine-months ended
September 30, 2010 and 2009, the Company incurred expenses of $11,190 and
$2,290, respectively, in relation to these services.  A patent was
purchased December 31, 2009 from a related party, as described in detail in
Note 5.  NOTE 9 -
SUBSEQUENT EVENTS  The Company has
performed a review of events subsequent to the balance sheet date.     9


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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 affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles.  These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including additional
factors that could materially affect our financial results, is included herein
and in our other filings with the SEC. Overview References
in this quarterly report to (“we”, “us”, “our”, the “Company”) refer to Trim
Holding Group and its wholly-owned and majority-owned subsidiaries Trim Holding Group is a development stage company
originally incorporatedon February 17, 2004in the state of Delaware under the name TNT Designs, Inc. (“TNT”). At the time of our inception, we were
engaged in the business of marketing and distributing scarves, handbags and
other products from India.  On October 7, 2009, we merged with and into Trim Nevada, Inc., a Nevada corporation, for the purpose of changing our domicile from Delaware to    Nevada. As part of the merger, we changed our name to Trim Holding Group.   Following the merger, we changed our business, andwe
are currently engaged in the business of developing and marketing our product,
the Stimulating and Massaging Appliance.  The Stimulating and Massaging
 Appliance has been designed to stimulate and massage precise points on the
human body.  It is intended for use by all ages.  We intend to commence
commercial introduction of the Stimulating and Massaging Appliance to the
marketplace in the 3rd quarter of 2011. We believe that this product
has a competitive advantage over other similar products because of its unique
design and action. We
intend to enter the Stimulating and Massaging Appliance into the marketplace
initially by seeking to contract with a chain of pharmacies to place our
product on their shelves. We then will seek to contract withsportswear shops, footwear shops, hospitals, rest
homes and nursing homes, welfare centers for disabled people, fairs, gyms,
wealth centers,sports-related associations, including the martial arts
community,and various other potential customers. Our
Subsidiaries Trim
Investments Corp (“Trim Investments”), Trim Trade Corp (“Trim Trade”), and Trim
Inventions Corp (“Trim Inventions”) were formed under the laws of the state of Nevada on December 14, 2009.  Upon issuance of stock on September 7, 2010 Trim Investments
and Trim Trade became wholly owned subsidiaries and we own 95% of Trim
Inventions; the other 5% is owned by Louis Bertoli, our CEO.  10


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Prior to September 7, 2010, Trim
Investments, Trim Trade, and Trim Inventions did not have any assets or
on-going operations.  As of September 7, 2010, Trim Trade, Trim Investments,
and Trim Inventions each acquired cash assets totaling $1,000.  The manner in
which our subsidiaries acquired the cash assets is described in the following
paragraph.  None of our subsidiaries have current operations. On
September 7, 2010, we contributed $50 to the capital of Trim Trade, $50 to the
capital of Trim Investments and $45 to the capital of Trim Inventions. 
Additionally, we loaned Trim Trade $950, Trim Investments $950, and Trim
Inventions $905. On September 7, 2010, our CEO and President, Mr. Louis
Bertoli, contributed $5 to the capital of Trim Inventions and loaned Trim
Inventions $45. Results of Operations  As we are a development stage company, we are not yet operational; therefore, we do not have any
operations to report at this time. Our focus has been on the development of our
product and our business plan. All expenses to date have related to the
development of our business plan, the purchase of the patent rights for the Stimulating and Massaging Appliance, and other expenses related to the daily operations of a public
company.  In
the near term, we intend to implement our plan of operation through the
proceeds received from Allkey under the Purchase Agreement. We believe that the funding we receive in connection
with thePurchase Agreement will be sufficient to fund our operations for the next
twelve (12) months.  Our
current business strategy is to focus on the placement of the Stimulating and Massaging Appliance in the United States, Canada and Mexico. Our primary goal is to
achieve market share for our product, the Stimulating and Massaging Appliance.
To implement this strategy, we intend to execute the following activities
during the next twelve months:  Commercialize Our Products– Our primary
  focus for the 4th quarter of calendar year 2010 and through 2011 will
  be to build relationships with chain pharmacies and secure the necessary
  contracts for the production of the Stimulating and Massaging Appliance.Expansion of Sales and Marketing Activities– We will continue to expand upon our marketing activities which have
  been focused toward the Stimulating and Massaging Appliance. We will engage
  in substantial media advertising and direct sales media campaigns to attract
  and secure consumers for our products.§
 Construction of Corporate Campus– We have identified land on
  which to construct our corporate campus on and have negotiated the price for
  such land. At this point in time, however, we have not yet entered into a
  written agreement to purchase the land. In the event we are unable to enter
  into a written agreement for the purchase of the land, we will be unable to
  implement our business plan for the construction of a corporate campus. If we
  are able to secure a contract, it is our intention, however, to purchase the
  land and break ground in the 3rd quarter of 2011. It is our plan
  to construct a production facility as well as a corporate headquarters on our
  corporate campus.  We intend to contract with an outside contractor to
  manufacture the product until our production facility is complete.
   Financial Condition, Liquidity and Capital Resources  As
of November 15, 2010, we had cash on hand of $13,886 and current liabilities of
$98,633.  On
 August 6, 2010, we entered into a purchase agreement ( the “Purchase Agreement”) with Allkey Ltd., a United Kingdom registered entity (“Allkey”), together with a registration rights agreement (the “Registration RightsAgreement”), whereby
within ten (10) days of the execution date of the Purchase Agreement (the “Closing Date”), we agreed to sell to Allkey and Allkey agreed to purchase from us, at the price
of US $7.00 per share, Six Million (6,000,000) shares of common stock (the “Shares”) and Nine Million (9,000,000) warrants (the “Warrants”) with each Warrant entitling Allkey the option to purchase one (1) share of our common stock at an exercise
price of US $7.00 per share.  The Warrants will expire two years from the date
of issuance. The total purchase price for the Shares and Warrants is Forty Two
Million and No/100 dollars (US $42,000,000.00), payable in periodic tranches as
directed by us over the course of a maximum seven month period (the “Periodic Payment”).The first Periodic
Payment of Seven Million and No /100 Dollars (US $7,000,000.00) is due thirty (30) days after the effectiveness of the Registration Statement since the Purchaser exercised their rights pursuant to the Registrations Rights Agreement.  11


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Inflation At this time, we do not believe that inflation and changes in price will have a material effect on operations. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.  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.  Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-Q due to limited accounting and reporting personnel and a lack of segregation of duties due to limited financial resources and the size of our company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures. Changes in internal control over financial reporting. There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls 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.   12


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Unregistered Sales of Equity Securities  On August 6, 2010, we entered into a purchase
agreement ( the “Purchase Agreement”) with Allkey Ltd., a United Kingdom registered entity (“Allkey”), together with a registration rights agreement (the “Registration Rights Agreement”), whereby within ten (10) days of the execution date of the Purchase Agreement (the “Closing Date”), we agreed to sell to Allkey and Allkey agreed to purchase
from us, at the price of US $7.00 per share, Six Million (6,000,000) shares of
common stock (the “Shares”) and Nine Million (9,000,000) warrants (the “Warrants”) with each Warrant entitling Allkey the option to purchase one (1) share of our common
stock at an exercise price of US $7.00 per share.  The Warrants will expire two years from the date of issuance. The total purchase price for the Shares and Warrants is Forty Two Million and No/100 dollars (US $42,000,000.00), payable in
periodic tranches as directed by us over the course of a maximum seven month
period (the “Periodic Payment”).The
first Periodic Payment of Seven Million and No/100 Dollars (US $7,000,000.00)
is due thirty (30) days after the effectiveness of the Registration Statement
since the Purchaser exercised their rights pursuant to the Registrations Rights
Agreement.  On August 25, 2010, we filed a registration
statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”).  On October 13, 2010, we filed Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with the SEC.  Amendment No. 1 covers the resale by Allkey of up to6,000,000shares of our common stockat a fixed price of $10.20per share for a
period not to exceed 180 days from the effective date of the registration
statement.  As of the date of the filing of this periodic report, Amendment No. 1 has not been deemed effective by the SEC.  As such, at this time, we are not
required to disclose the information required by Rule 463 under Item 701(f), Use of Proceeds.  Affiliated Purchases of Common Stock  None  Item
3.  Defaults Upon Senior Securities.  None.  Item
4.  (Removed and Reserved).  Item 5.  Other
Information.  Not applicable.   13


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Item 6. Exhibits.  INDEX
TO EXHIBITS  Exhibit
 
 Description*3.1
 
 Articles of
  Incorporation*3.2
 
 By-laws*10.1
 
 Purchase Agreement, by and between Trim Holding Group and Allkey Ltd., entered into on August 6, 2010.*10.2
 
 Registration Rights Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on August 6, 2010.31.1
 
 Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
   1934, as amended31.2
 
 Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
   1934, as amended32.1
 
 Certification of our Chief
  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 200232.2
 
 Certification of our Chief
  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 2002
  *
 Included in
  previously filed reporting documents.
   14


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SIGNATURES  Pursuant to the
requirements of the Securities and Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.  Trim Holding
  GroupDated: November
  15, 2010
 By:
 /s/  Louis
  BertoliLouis BertoliPresident and
  Chief Executive Officer
  Chairman of the
  Board of DirectorsDated: November
  15, 2010
 By:
 /s/ Nitin
  AmerseyNitin Amersey
  Chief Financial
  Officer, Corporate Secretary, Treasurer, and Director
   15


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