U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q/A (Amendment No. 2)  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2012   ̈TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
______________ to ______________  Commission File Number: 333-121787  HPIL HOLDING (Exact name of registrant as
specified in its charter)  Nevada
 
 20-0937461(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  7075 Gratiot Road, Suite One, Saginaw, MI 48609 
 (Address of principal executive offices)  (248) 750-1015 
 (Registrant’s telephone number, including
area code)   Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNo ̈  Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).YesxNo ̈  Check whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):  Large
  Accelerated
  Filer ̈
 
 Accelerated
  Filer ̈Non-accelerated
  Filer ̈
 
 Smaller
  Reporting Companyx
  Check whether the
issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈Nox  As of August 20, 2012, there were 105,755,000 shares of common
stock, par value $0.0001, issued and outstanding.


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Explanatory Note  HPIL Holding is filing this Amendment No. 2 (the
“Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June
30, 2012, filed with the Securities and Exchange Commission (the “SEC”) on August
20, 2012, and initially amended on Form 10-Q/A, filed with the SEC on September
13, 2012 (the “Original Filing”), for the purpose of restated our Balance Sheet
as of June 30, 2012, and our Statements of Operations for the three and six
months ended June 30, 2012, and inception to date, to correct a restatement of
the value of Patents acquired, amortization expense recognized on these
patents, the amount of common stock issued for these patents, and its effect on
our net loss per share calculation and amending the following Items contained
in the Original Filing: Part 1, Item 1. Financial Statements; Part 1, Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations; Part
2, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; and Part
2, Item 6. Exhibits.  Except as stated in this Explanatory Note, no other
information contained in any Item of the Original Filing is being amended,
updated or otherwise revised.  This Amendment speaks as of the filing date of
the Original Filing and, except where expressly noted, does not reflect any
events that may have occurred subsequent to such date.    2


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HPIL HOLDING FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Financial Statements
 
 1Item 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
 
 13Item 1A Risk Factors
 
 13Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 13Item 3 Defaults Upon Senior
  Securities
 
 13Item 4 Mine Safety Disclosures
 
 13Item 5 Other Information
 
 13Item 6 Exhibits
 
 13SIGNATURES
 
 14
       3


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PART I---FINANCIAL INFORMATION  Item
1. Financial Statements. HPIL HOLDING(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED BALANCE SHEETSAS OF JUNE 30, 2012 AND DECEMBER 31, 2011June 30, 2012
 
 December 31, 2011ASSETSCurrent Assets:Cash
 $
 9,877
 $
 -Prepaid expense
 
 15,000
 
 -Total Current Assets
 
 24,877
 
 -Total Assets
 $
 24,877
 $
 -LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current Liabilities:Accounts payable and accrued
  liabilities
 $
 20,826
 $
 93,781Advances from stockholder
 
 112,669
 
 450,844Total Current Liabilities
 
 133,495
 
 544,625Commitments
 
 -
 
 -Stockholders' Equity
  (Deficit):Preferred stock,
  series 1, class P-1 par value $8.75;25,000,000
  shares authorized; 22,000 issued andoutstanding at June 30, 2012
  and December 31, 2011
 192,500
 
 192,500Preferred stock,
  series 2, class P-2 par value $7.00;75,000,000
  shares authorized; Nil issued andoutstanding at June 30, 2012
  and December 31, 2011
 
 -
 
 -Common stock par value
  $0.0001; 400,000,000 sharesauthorized; 54,755,000
  and 2,255,000 issued and outstanding atJune 30, 2012 and December
  31, 2011, respectively
 
 5,476
 
 226Additional paid-in capital
 
 633,932
 
 139,182Deficit accumulated during
  the development stage
 
 (940,526)
 
 (876,533)Total Stockholders' Equity
  (Deficit)
 
 (108,618)
 
 (544,625)Total
  Liabilities and Stockholders' Equity (Deficit)
 $
 24,877
 $
 -The accompanying notes are
  an integral part of these unaudited condensed financial statements.
  1 
 HPIL HOLDING (formerly Trim Holding Group)    (A Development Stage Company) UNAUDITED CONDENSED 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 30,2012
 
 2011
 
 2012
 
 2011
 
 2012Sales
 $
 -
 $
 -
 $
 -
 $
 -
 $
 42,021Cost of Goods Sold
 
 -
 
 -
 
 -
 
 -
 
 36,419Gross Profit
 
 -
 
 -
 
 -
 
 -
 
 5,602Operating Expenses:General and administrative
 
 46,255
 
 64,997
 
 63,993
 
 81,994
 
 727,181Total Operating Expenses
 
 46,255
 
 64,997
 
 63,993
 
 81,994
 
 727,181Loss from Continuing
  Operations
 
 (46,255)
 
 (64,997)
 
 (63,993)
 
 (81,994)
 
 (721,579)Loss from Discontinued
  Operations
 
 -
 
 -
 
 -
 
 -
 
 (218,947)Net Loss
 $
 (46,255)
 $
 (64,997)
 $
 (63,993)
 $
 (81,994)
 $
 (940,526)Loss per Weighted Number of
  SharesOutstanding - Basic and
  Diluted
 $
 (0.01)
 $
 (0.03)
 $
 (0.02)
 $
 (0.04)
 $
 (0.37)Weighted Average Number of
  SharesOutstanding - Basic and
  Diluted
 
 4,013,242
 
 2,255,000
 
 3,134,121
 
 2,255,000
 
 2,545,427
 The accompanying notes are an
integral part of these unaudited condensed financial statements. 2 
 HPIL HOLDING(formerly Trim Holding Group)(A Development Stage Company)UNAUDITED CONDENSED STATEMENTS OF CASH FLOWSFor the PeriodFrom InceptionFor the Six
 
 For the Six
 
 (February 17,Months Ended
 
 Months Ended
 
 2004) toJune 30,
 
 June 30,
 
 June 30,2012
 
 2011
 
 2012OPERATING ACTIVITIES:Net loss
 
 $
 (63,993)
 $
 (81,994)
 $
 (940,526)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
 
 (15,000)
 
 13,850
 
 (15,000)Accounts payable and accrued
  expenses
 
 (72,955)
 
 2,623
 
 20,826CASH USED IN OPERATING
  ACTIVITIES
 
 (151,948)
 
 (65,521)
 
 (891,858)FINANCING ACTIVITIES:Proceeds from issuance of
  common stock
 
 -
 
 -
 
 19,450Advances from stockholder
 
 161,825
 
 68,402
 
 612,669Advances from officers
  forgiven
 
 -
 
 -
 
 109,958Stock issued in settlement
  of debt
 
 -
 
 -
 
 192,500Deferred stock offering expenses
 
 -
 
 -
 
 (32,842)Proceeds from notes payable
 
 -
 
 (8,578)
 
 -CASH PROVIDED BY FINANCING
  ACTIVITIES
 
 161,825
 
 59,824
 
 901,735NET (DECREASE) INCREASE IN
  CASH
 
 9,877
 
 (5,697)
 
 9,877CASH - BEGINNING OF PERIOD
 
 -
 
 5,736
 
 -CASH - END OF PERIOD
 $
 9,877
 $
 39
 $
 9,877The accompanying notes are
  an integral part of these unaudited condensed financial statements.  5
     3 
 HPIL HOLDING (formerly Trim Holding Group) (A Development Stage Company) NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature
of Operations  HPIL HOLDING (the
“Company”) (formerly Trim Holding Group) 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 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
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. Subsequently,
the Company determined it no longer needed its inactive subsidiaries, and as
such, all three subsidiaries were dissolved. As of June 30, 2012, the Company
has not yet commenced operations. Expenses incurred from February 17, 2004
(date of inception) through June 30, 2012 relate to the Company’s formation and
general administrative activities. On
May 21, 2012, the Company changed its name to HPIL HOLDING. HPIL HOLDING’s main
activity is in the business of investing.  Basis
of Presentation     The accompanying Unaudited
Condensed Financial Statements (“Financial Statements”) have been prepared by
management in accordance with U.S. generally accepted accounting principles (“GAAP”)
for interim financial information and applicable rules and regulations of the
Securities and Exchange Commission (the “SEC”). Accordingly, they do not
include all the information and disclosures required by U.S. GAAP for complete
financial statements. In the opinion of management, all adjustments, consisting
principally of normal recurring adjustments, considered for fair presentation
have been included. These Financial Statements should be read in conjunction
with the Company’s audited financial statements and accompanying notes for the
year end December 31, 2011 included in our Annual Report on Form 10-K/A filed
with SEC on April 24, 2012. Additionally, our operating results for the six
months ended June 30, 2012 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2012 or for any other period. 4 
 NOTE 2 – GOING CONCERN  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. In the course of its start-up activities, the
Company has sustained operating losses and expects to incur an operating loss
in 2012 and for the foreseeable future. The Company has generated a limited
amount of revenue and has not achieved profitable operations or positive cash
flows from operations. The Company has negative working capital of $108,618 at
June 30, 2012. The Company’s majority stockholder has provided funding in
recent periods and has indicated his intent and ability to provide financial
support to the Company at least through June 30, 2013.  NOTE 3 – SIGNIFICANT
ACCOUNTING POLICIES  Development
Stage Company  The Company is a
development stage company. The Company is still devoting substantially all of
its efforts on establishing the business and its planned principal operations
have not yet commenced, but are planned to commence in the next twelve months.  Use
of Estimates  The
preparation of financial statements, in conformity with GAAP, requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, disclosures of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management
evaluates these estimates and assumptions on a regular basis. Actual results
could differ from these estimates.  Income
Taxes  The
Company accounts for income taxes whereby deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. The Company adopted guidance
regarding accounting for uncertainty in income taxes. This guidance clarifies
the accounting for income taxes by prescribing the minimum recognition
threshold an income tax position is required to meet before being recognized in
the financial statements and applies to all federal or state income tax
positions. Each income tax position is assessed using a two-step process. A
determination is first made as to whether it is more likely than not that the
income tax position will be sustained, based upon technical merits, upon
examination by the taxing authorities. If the income tax position is expected
to meet the more likely than not criteria, the benefit recorded in the financial
statements equals the largest amount that is greater than 50% likely to be
realized upon its ultimate settlement.As of June 30, 2012 and December
31, 2011 there were no amounts that had been accrued in respect to uncertain
tax positions.  The Company’s tax returns are
not currently under examination by the Internal Revenue Service (“IRS”) or
state authorities. However, fiscal years 2008 and later remain subject to
examination by the IRS and respective states.     Net
Loss per Share  Basic
loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding for the period. Diluted loss per share is
computed by dividing net loss by the weighted average number of shares of
common stock outstanding for the period and the number of shares of common
stock issuable upon assumed exercise of preferred stock and warrants.  For
the Quarters ended June 30, 2012 and 2011 and for the period from inception
(February 17, 2004) to June 30, 2012, there were no outstanding instruments
having a dilutive effect, due to the recurring losses.  Recently
Issued Accounting Pronouncements  Management
has reviewed recently issued accounting pronouncements and determined that none
of the recent pronouncements significantly affect the Company. 5 
 NOTE 4 – INTANGIBLE ASSETS
- PATENTS  On
June 28, 2012, the Company and GIOTOS Limited (“GIOTOS”) entered into a Stock
Purchase Agreement whereby the Company acquired a portfolio of patent rights
(“the Patents”) from GIOTOS in exchange for 100,000,000 shares of common stock.
GIOTOS is a company owned and controlled by Mr. Louis Bertoli, the Company’s
majority stockholder. The Patents were valued at $25,000,000 which was the
estimated fair value of the Company’s common stock at the date of the acquisition.
The valuation of the Patents is preliminary as management has not received its
independent valuation of all patents acquired, and any valuation amount that is
less than the recorded amount will be adjusted, once the valuation is received. The
Patents have a useful life of eight years and will be amortized on a straight
line basis over that period. No amortization expense has been recognized as of
June 30, 2012.  On
June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited
and, on April 12, 2013, we entered into a related Amendment to the Assignment
of Patents with GIOTOS Limited, through which we acquired a portfolio of
healthcare sector patent rights related to a “Massage Vibrator for the Relief
of Aches and Pain” and other business processes and know-how related
(collectively, the “IFLOR Business”), from GIOTOS Limited in exchange for
100,000,000 shares of common stock, initially valued at $25,000,000, based on
the fair value tentatively assigned to the IFLOR Business based on the best
information available to us at the time of the transaction. In accordance with
the terms of the Stock Purchase Agreement and the Amendment to the Assignment
of Patents, the initial valuations were subject to adjustment by independent
third-party valuations. We 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.As
both entities are majority owned and controlled by Mr. Bertoli, assets acquired
in transactions between entities under common control should be recorded at the
current carrying value of the seller. Increasing the carrying value of the
assets acquired to estimated fair value is not permitted under these
circumstances. Based on the foregoing, the Company has not recorded any
carrying value for the acquired patents rights related to the IFLOR device.
Accordingly, the difference between the transaction price and the value of the
assets recorded has been recorded in equity as a capital transaction whereby
the 50,000,000 shares issued as consideration were recorded to common stock at
par value with the offset recorded to additional paid-in capital.  NOTE
5 – NOTE PAYABLE  During
the year ended December 31, 2010 the Company entered into an agreement with a
financing company to finance the cost of D&O executive and organization
liability insurance premium. The insurance policy was effective until July 30,
2011 and the unexpended portion of the premium was $8,578 as of December 31,
2010 which is included in prepaid expenses as of that date. The balance payable
under the financing arrangement was $13,000 at December 31, 2011 and was paid
in full during the period ended June 30, 2012. 6     
 NOTE 6 – CAPITAL STOCK  On
October 7, 2009, the Company approved increasing the number of authorized
shares of common stock from 30,000,000 to 400,000,000 with no change in par
value of $0.0001 per share.  On
October 7, 2009, the Company approved the designation of two classes of
preferred stock totaling 100,000,000 shares. The first class is called Series
1, Class P-1 consisting of 25,000,000 authorized shares with a par value of
$8.75 per share; each share will have voting rights equal to 100 shares of
common stock; each share will be convertible into 1.25 shares of common stock
at the discretion of the stockholder. The second class is called Series 2,
Class P-2 consisting of 75,000,000 authorized shares with a par value of $7.00
per share; each share will have the voting rights equal to 1 share of common
stock; each share will be convertible into one share of common stock at the
stockholder's discretion.  On
December 4, 2009, we issued 22,000 shares of Series 1, Class P-1 preferred
stock to Mr. Louis Bertoli in consideration for satisfaction of an outstanding
debt incurred from a cash loan of $192,500 provided to the Company by Mr.
Bertoli.  On
June 27, 2012,we issued 2,500,000 shares of common stock to Mr. Louis Bertoli
in consideration for satisfaction of $500,000 of advances from stockholder.  On
June 28, 2012, pursuant to the terms of a Patent Purchase Agreement made by and
between the Company and GIOTOS Limited, we issued 100,000,000 shares of common
stock to GIOTOS Limited, a company owned and controlled by Mr. Louis Bertoli.
The number of shares issued and the purchase price are subject to a fairness
opinion and a valuation of the patents and may be adjusted based upon the
fairness opinion and the valuation of the patents. This entry was adjusted as
reflected in Note 4 and Note 9.  NOTE
7 – RELATED PARTY TRANSACTIONS  The
Company has advances payable to its current majority stockholder totaling
$112,669 as of June 30, 2012 and $450,844 as of December 31, 2011. 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. These advances are unsecured, non-interest bearing and due on
demand.  On
July 20, 2009, the Company entered into a two-year consulting agreement with
Amersey Investments LLC, a company controlled by a director (“Amersey”).
Amersey will provide office space, office identity and assist the Company with
corporate, financial, administrative and management records. For the six months
ended June 30, 2012 and 2011, the Company incurred expenses of $20,000 and
$30,000, respectively, in relation to these services. The Company prepaid
Amersey the sum of $15,000 for third Quarter fees.  The
Company uses Bay City Transfer Agency & Registrar Inc. (“BCTAR”) to do its
stock transfers. BCTAR is a company controlled by Amersey. For the six months
ended June 30, 2012 and 2011, the Company incurred expenses of $3,531 and
$4,500, respectively, in relation to these services.  The
Company uses the services of Freeland Venture Resources LLC, a company
controlled by Amersey. For the six months ended June 30, 2012 and 2011, the
Company incurred expenses of $5,878 and $850, respectively, in relation to
these services.  The
Company uses the services of Cheerful Services, a company controlled by
Amersey. It paid $1,000 for Press releases to Cheerful Services in the 2nd
Quarter. 7 
 NOTE
8 – DISCONTINUED OPERATIONS  The
gains and losses from the disposition of certain assets, and associated
liabilities, operating results, and cash flows are reflected as discontinued
operations in the financial statements for all periods presented.    Summarized financial information for discontinued
operations for the six-months ended June 30, 2012 and 2011and from inception to
date are as follows: 2012
 
 2011
 
 Inception to dateSales
 $
 -
 $
 -
 $
 -Cost of Sales
 
 -
 
 -
 
 -Gross Profit
 
 -
 
 -
 
 -Operating ExpensesGeneral &
  Administrative
 
 -
 
 -
 
 218,947Total Operating Expense
 
 -
 
 -
 
 218,947Net Loss From Discontinued
  Operations
 $
 -
 $
 -
 $
 (218,947)
  NOTE
9 – SUBSEQUENT EVENTS  On
August 3, 2012, the Company repaid Mr. Louis Bertoli, and no advances from
stockholder are currently outstanding.  On
August 6, 2012, the Company issued 1,000,000 shares of treasury common stock
(the “Common Stock”) at a price of $0.25 per share for a total purchase price
of $250,000. The Common Stock was sold pursuant to the exemption from registration
provided by Regulation 4(2) of the Securities Act. The sale of Common Stock was
made pursuant to a Stock Purchase Agreement made by and between HPIL HOLDING
and an investor, dated July 30, 2012.  On June 28, 2012, we executed a
certain Stock Purchase Agreement with GIOTOS Limited and, on April 10, 2013, we
executed a certain Amendment to the Assignment of Patents with GIOTOS Limited,
through which we acquired the IFLOR Business, which consists of a portfolio of
healthcare sector patent rights related to a “Massage Vibrator for the Relief
of Aches and Pain” and other business processes and know-how, from GIOTOS
Limited in exchange for 100,000,000 shares of common stock, valued at
$25,000,000, based on the fair value tentatively assigned to the IFLOR Business
based on the best information available to us at the time of the transaction.
In accordance with the terms of the Stock Purchase Agreement and the Amendment
to the Assignment of Patents, the initial valuations were subject to adjustment
by independent third-party valuations. We subsequently obtained the expected
third-party valuations of the IFLOR Business and of the shares (the
“Valuations”). Based on the Valuations, the Company exercised its right to
adjust the amount of shares pursuant to the terms of the Stock Purchase
Agreement. On April 12, 2013, we executed a Closing Agreement with GIOTOS
Limited to reduce the purchase price to $12,500,000 and to effect the share
adjustment and return 50,000,000 shares of common stock to the Company’s treasury.
GIOTOS Limited is a company owned and controlled by Mr. Louis Bertoli, our
President, CEO, and Chairman of the Board of Directors.  In accordance with generally accepted
accounting principles in the United States of America (“GAAP”), assets acquired
in transactions between entities under common control, as is the case with the
Company and GIOTOS Limited, should be recorded at the current carrying value of
the seller. Increasing the carrying value of the assets acquired to estimated
fair value is not permitted under these circumstances. Based on the foregoing,
at December 31, 2012, the Company has not recorded any carrying value for the
acquired patents rights related to the IFLOR device as the carrying value by
the seller was not material. Accordingly, the difference between the initial
preliminary transaction price of $25,000,000 and the final value of the assets
recorded of zero has been recorded in equity as a capital transaction whereby
the 50,000,000 shares issued as consideration were recorded to common stock at
par value with the offset recorded to additional paid-in capital.  The Company initially filed its
quarterly reports on Form 10-Q for the quarters ended June 30, 2012, and
September 30, 2012, as though the transaction with GIOTOS Limited, and between
GIOTOS Limited and the patent holders, was an arm’s length transaction and not
a transaction between entities under common control. As a result, the Company
has amended its quarterly report on Form 10-Q for the quarters ended June 30,
2012, and September 30, 2012, to adjust previously reported financial
statements. These adjustments, including to shares outstanding at June 30,
2012, have been reflected retrospectively in this amended report on Form
10-Q/A. 8 
 NOTE
10 – RESTATEMENT STATEMENT OF OPERATIONS     We have restated our Balance Sheet as
of June 30, 2012 and our Statements of Operations for the three and six months
ended June 30, 2012 and inception to date, to correct a restatement of the
value of Patents acquired, amortization expense recognized on these patents,
the amount of common stock issued for these patents, and its effect on our net
loss per share calculation. Below table sets forth the effect of the
restatement for the three and six months ended June 30, 2012: As of June 30,2012
 
 
 
 2012Previously Reported
 
 Adjustments
 
 As RestatedPatents
 
 
 25,000,000
 
 
 
 (25,000,000)
 
 
 
 0Total Assets
 
 $
 25,024,877
 
 
 $
 (25,024,877)
 
 
 $
 24,877Common stock
 
 
 10,476
 
 
 
 (5,000)
 
 
 
 5,476Total Stockholders’ equity
 
 
 24,891,382
 
 
 
 (25,000,000)
 
 
 
 (108,618)Three Months Ended June 30,
 
 Six Months Ended June 30,2012
 
 
 
 2012
 
 2012
 
 
 
 2012Previously Reported
 
 Adjustments
 
 As Restated
 
 Previously Reported
 
 Adjustments
 
 As RestatedNet loss per common share –
  Basic and Diluted
 
 $
 (0.01)
 
 
 $
 -
 
 
 $
 (0.01)
 
 
 $
 (0.02)
 
 
 $
 (0.02)
 
 
 $(0.04)Weighted average shares
  outstanding – Basic and Diluted
 
 
 5,661,593
 
 
 
 (1,648,251)
 
 
 
 4,013,342
 
 
 
 3,958,297
 
 
 
 (1,703,297)
 
 
 2,255,000
  Inception to datePreviously Reported
 
 Adjustments
 
 As RestatedNet loss per common share –
  Basic and Diluted
 
 $
 (0.36)
 
 
 $
 (0.01)
 
 
 $
 (0.37
 )Weighted average shares
  outstanding – Basic and Diluted
 
 
 2,595,132
 
 
 
 (49,705)
 
 
 
 2,545,427
  9 
      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 (“we”, “us”, “our”, and the “Company”) is a development stage company
originally incorporated on February 17, 2004 in the state of Delaware under the
name TNT Designs, Inc. (“TNT”). On October 7, 2009, we merged with and into
Trim Nevada, Inc., a Nevada corporation, for the purpose of changing our
domicile from Delaware to Nevada. As part of the merger, we changed our name to
Trim Holding Group.  On
May 22, 2012, we changed our name to HPIL Holding to more fully reflect our
current business operations.  Most
recently on July 18, 2012, we changed our business and we now intend to focus
on making investments in companies, whether they are in public or private
enterprises in differing business sectors. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and thus seeks to acquire various types of business.
Further the Company will evaluate the acquisition of intellectual properties
and technologies, with a particular interest in the healthcare and
environmental quality sectors.  (b)
 Material Transactions.
  On June 28, 2012, we entered
into a Stock Purchase Agreement with GIOTOS Limited and,on April 10, 2013, we
executed a certain Amendment to the Assignment of Patentswith GIOTOS Limited,
through which weacquired a portfolio of
patent rights related to a “Massage Vibrator for the Relief of Aches and Pain”
and other related business processes and know-how (collectively, the “IFLOR
Business”) in exchange for 100,000,000 shares of common stock.The 100,000,000 shares
of common stock were valued at $25,000,000, based on the fair value tentatively
assigned to the IFLOR Business based on the best information available to us at
the time of the Stock Purchase Agreement.  In accordance with the terms of the
Stock Purchase Agreement and the Amendment to the Assignment of Patents, the
initial valuations were subject to adjustment by independent third-party
valuations.  We subsequently obtained the expected third-party valuations of
the IFLOR Business and of the shares (the “Valuations”).  Based on the
Valuations, the Company exercised its right to adjust the amount of shares
pursuant tothe terms of the Stock Purchase
Agreement.  On April 12, 2013, we executed a Closing Agreement with GIOTOS
Limited to reduce the purchase price to $12,500,000 and to effect the share
adjustment and return 50,000,000 shares of common stock to the Company’s
treasury.  GIOTOS Limited is a company owned and controlled by Mr. Louis
Bertoli, ourmajority stockholder,President, CEO, and
Chairman of the Board of Directors.     In accordance with generally accepted accounting principles in the
United States of America (“GAAP”), assets acquired in transactions between
entities under common control, as is the case with the Company and GIOTOS
Limited, should be recorded at the current carrying value of the seller.  Increasing
the carrying value of the assets acquired to estimated fair value is not
permitted under these circumstances. Based on the foregoing, at December 31,
2012, the Company has not recorded any carrying value for the acquired patents
rights related to the IFLOR device as the carrying value by the seller was not
material.  Accordingly, the difference between the initial preliminary transaction
price of $25,000,000 and the final value of the assets recorded of zero has been
recorded in equity as a capital transaction whereby the 50,000,000 shares
issued as consideration were recorded to common stock at par value with the
offset recorded to additional paid-in capital.  The Company initially
filed its quarterly reports on Form 10-Q for the quarter ended June 30, 2012,
as though the transaction with GIOTOS Limited, and between GIOTOS Limited and
the patent holders, was an arm’s length transaction and not a transaction
between entities under common control.  As a result, the Company is filing this
amended quarterly report on Form 10-Q/A for the quarter ended June 30, 2012, to
adjust previously reported financial statements.  These adjustments, including
to shares outstanding at December 31, 2012, have been reflected retrospectively
in our annual report for December 31, 2012, on Form 10-K.A copy of the Stock Purchase Agreement was filed with
the Original Filing and the Closing Agreement andAmendment to the Assignment of Patentswere included
as exhibits with our 10-K for December 31, 2012, which was filed April 16, 2013.  (c)
 Business of Issuer.
  As a result of our name change and the change of
business activity we will now evaluate investments in companies, whether they
be public or private enterprises in various business sectors. The Company will
not restrict its potential target companies to any specific business, industry
or geographical location and thus seeks to acquire various types of business.
The Company will also continue evaluate the acquisition of intellectual
properties and technologies, with particular interest in the healthcare and
environmental quality sectors. 10 
 Liquidity
and Capital Resources  We are a development stage company focused on developing our business by
making investments in companies, whether they be public or private enterprises
in differing business sectors. Also we will continue to look at the acquisition
of intellectual properties and technologies, with a particular interest in the
healthcare and environmental quality sectors. Our principal business objective
for the next twelve (12) months is to continue to develop our business plan in
these sectors. As we have not commenced material operations, we have not earned
any revenues.  As of June 30, 2012, we had cash on hand of $9,877 and current
liabilities of $133,495. As of August 20, 2012, we had cash on hand of $123,178
and current liabilities of $33,276.  The Company’s majority stockholder has provided funding in recent
periods and has indicated his continued intent and ability to provide financial
support to the Company at least through June 30, 2013.  Results
of Operations  As a development stage company, we have not started
operations; therefore, we do not have any operations to report at this time.
Our focus has been on the development of our business plan. 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.  Off-Balance
Sheet Arrangements     We have not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources and would be considered material to investors.  Inflation  We do not believe that inflation has had in the past
or will have in the future any significant negative impact on our operations. 11 
 Item 3. Quantitative and
Qualitative Disclosures About Market Risk.  As
we are a smaller reporting company, we are not required to provide the
information required by this item.  Item
4. Controls and Procedures.  (a)
 Evaluation of disclosure
  controls and procedures.
  We maintain disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) that are designed to assure that
information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the
period covered by this report, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of our disclosure controls and procedures and concluded that our
disclosure controls and procedures are ineffective as of the date of filing
this Form 10-Q due to limited accounting and reporting personnel and a lack of
segregation of duties due to limited financial resources and the size of our
company. We will need to adopt additional disclosure controls and procedures
prior to commencement of material operations. Consistent therewith, on an
on-going basis we will evaluate the adequacy of our controls and procedures.  (b)
 Changes in internal
  control over financial reporting.
  There were no changes in our internal control over
financial reporting during the last fiscal quarter covered by this report that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. 12 
 PART II---OTHER INFORMATION Item 1. Legal Proceedings.  The
Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the
company’s financial condition.  Item 1A. Risk Factors.  As
we are a smaller reporting company, we are not required to provide the
information required by this item.  Item 2.Unregistered Sales of Equity Securities and Use
of Proceeds.  (a)Unregistered Sales of
Equity Securities.  On
June 27, 2012, Mr. Louis Bertoli, converted $500,000 of his loan to 2,500,000
shares of common stock.     On June 28, 2012, we issued 100,000,000 shares of
common stock to GIOTOS Limited, a company controlled by Mr. Louis Bertoli, in
exchange for a portfolio of patent rights. This issuance was subject to
adjustment and, as discussed in Item 2 of Part 1, the issuance was adjusted in
April of 2013 by the return of 50,000,000 shares to the Company.  (b)Use of Proceeds.  Not
Applicable.  (c)Affiliated Purchases of Common Stock.  On
June 27, 2012, Mr. Louis Bertoli converted $500,000 of his loan to 2,500,000
shares of common stock.  On June
28, 2012, we issued 100,000,000 shares of common stock to GIOTOS Limited, a
company controlled by Mr. Louis Bertoli, in exchange for a portfolio of patent
rights. This issuance is subject to adjustment based on the final valuation of
patent rights.  Item 3. Defaults Upon
Senior Securities.  None.  Item 4. Mine Safety
Disclosures.  Not applicable.  Item 5. Other Information.  None.  Item
6. Exhibits. 13 
 INDEX TO EXHIBITS Exhibit
 
 Description*3.1
 
 Articles
  of Incorporation*3.2
 
 By-laws*10.1
 
 Patents
  Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd.,
  entered into on December 31, 2009*10.2
 
 Purchase
  Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into
  on August 6, 2010*10.3
 
 Registration
  Rights Agreement, by and between Trim Holding Group and Allkey, Ltd., entered
  into on August 6, 2010*10.4
 
 Rescission
  Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into
  on December 7, 2010*10.5
 
 Redemption
  and Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd.,
  entered into on December 9, 2010*10.6
 
 Purchase
  Agreement made by and between HPIL HOLDING and GIOTOS Limited dated June 28,
  2012.*10.7
 
 Amendment to the Assignment of Patents, by and between HPIL
  Holding and GIOTOS Limited, entered into on April 10, 2013*10.8
 
 Closing Agreement, by and between HPIL Holding and GIOTOS
  Limited, entered into on April 12, 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 Calculation
  Linkbase Document.**101.PRE
 
 XBRL Taxonomy Presentation
  Linkbase Document.**101.LAB
 
 XBRL Taxonomy Label
  Linkbase Document.**101.DEF
 
 XBRL Taxonomy Definition
  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.  HPIL HoldingDated: May 10,
  2013
 By:
 /s/Louis
  BertoliLouis BertoliChief Executive
  Officer (Principal Executive Officer),
  President and Chairman
  of the Board of DirectorsDated: May 10,
  2013
 By:/s/Nitin
    AmerseyNitin AmerseyDirector, Chief
    Financial Officer (Principal Financial Officer and Principal Accounting
    Officer), Corporate Secretary and Treasurer
 14