SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE  SECURITIES
        EXCHANGE  ACT  OF  1934

( )     TRANSACTION  REPORT  UNDER  SECTION  14  OR  15(D)  OF THE EXCHANGE ACT

             For  the  transition  period  from            to
                                                 --------      ---------

                              TRIMFAST GROUP, INC.
                              --------------------
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Nevada                            0-26675                88-0367136
         ------                            -------                ----------
(State or other jurisdiction of       (Commission File          (IRS Employer
incorporation  or  organization)             No.)                Identification
No.)


777 S. Harbour Island Boulevard #780 Tampa, FL. 33602             (813) 275-0050
--------------------------------------------------------------------------------
          (Address and Telephone number of principal executive offices)


Check  whether  the issuer  has (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act  during  the past 12 months,  (or such
shorter period that the Registrant was required to file such report(s),  and (2)
has been subject to such filing requirements for the past 90 days.

     Yes(X)               No( )


APPLICABLE  ONLY  TO  CORPORATE  ISSUERS
----------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  Latest  practicable  date:     September  30,  2000


     CLASS                              Outstanding at September 30, 2000
----------------------------            ----------------------------
Common stock $.001 Par Value                     5,223,638


<PAGE>


TRIMFAST  GROUP,  INC.  AND  SUBSIDIARIES

PART  I:         FINANCIAL  INFORMATION                                 PAGE
                                                                        ----

          Accountants  Review  Report                                      3

          Consolidated  Balance  Sheets  as  of
          September  30,  2000  and  1999  (Unaudited)
          and  December  31,  1999  (Unaudited and restated)               4


          Consolidated  Statements  of  Operations  for
          One  Year  Ending  December  31,  1999 (Unaudited and
          restated) and  the  Three  and  Nine  Month  Periods
          Ending September  30,  2000  and  1999  (Unaudited)              5


          Consolidated  Statement  of  Cash  Flows
          for  the  Nine  Months  Ending  September  30,  2000
          and  1999  (Unaudited)                                           6


          Consolidated  Statement of Changes in Stockholders'
          Equity for the one year ended December 31, 1998 and
          1999 (Unaudited and Restated) and for the Nine Months
          Ended September 30, 2000 (Unaudited)                           7-8


          Notes  to  Consolidated  Financial  Statements
          (Unaudited)  as  of  September 30, 2000                       9-14



          Management  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations                      15-16





PART II:         OTHER  INFORMATION  AND  SIGNATURES

            Item 1. Legal Proceedings                                  16-17

            Item 2. Changes in Securities and Use of Proceeds             17

            Item 3. Defaults Upon Senior Securities.                      17

            Item 5. Other Information                                     18

           Signatures                                                     19




                                       2

<PAGE>


                 JOHN P. SEMMENS CPA  A PROFESSIONAL CORPORATION
              24501 DEL PRADO SUITE A DANA POINT, CALIFORNIA 92629
                     TEL: (949) 496-8800 FAX: (949) 443-0642




Trimfast  Group,  Inc.
Tampa,  Fl.  33602

November 13, 2000

Gentlemen,

We have reviewed the accompanying  balance sheet of Trimfast Group, Inc. and its
subsidiaries  as of September  30, 2000,  and the related  statements of income,
retained  earnings  and cash flows for the three and nine months then ended,  in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued by the American  Institute of Certified  Public  Accountants.  All infor-
mation  included in these  financial  statements  is the  representation  of the
management of Trimfast Group, Inc.

A review  consists  principally of inquires of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

As discussed in the December 31, 1999 financial  statements,  certain conditions
indicate  that the Company may be unable to  continue  as a going  concern.  The
accompanying  financial  statements do not include any adjustments to the finan-
cial statements that might be necessary should the Company be unable to continue
as a going concern.


Respectfully  submitted,
/s/  John  P.  Semmens,  CPA
----------------------------
John  P.  Semmens  CPA


                                       3
<PAGE>

<TABLE>
<CAPTION>
                              TRIMFAST GROUP, INC.
                       INTERIM CONSOLIDATED BALANCE SHEET
 AS OF DECEMBER 31, 1999 (Unaudited) AND SEPTEMBER 30, 1999 and 2000 (Unaudited)


                                     ASSETS
CURRENT ASSETS
                                                           DECEMBER 31, 1999    SEPTEMBER 30, 1999      SEPTEMBER 30, 2000
                                                             (UNAUDITED)            (UNAUDITED)            (UNAUDITED)
                                                         --------------------   --------------------   ---------------------
<S>                                                               <C>                    <C>                     <C>
  Cash                                                               $35,858                $59,092                  $6,927
  Short-term investments                                               8,406                $41,220                      $0
  Accounts Receivable- Trade                                          88,281                318,407                  57,046
  Accounts Receivable- Other                                         279,250                512,278                 281,251
  Inventory                                                          281,313                377,270                 371,058
                                                         --------------------   --------------------   ---------------------
     Total Current Assets                                            693,108              1,308,267                 716,282

PROPERTY AND EQUIPMENT - NET                                       1,417,381              1,459,270               1,623,174

OTHER ASSETS
  Prepaid expenses                                                    42,857                 50,000                  31,395
  Deposits                                                            15,200                 15,000                 115,985
  Other long term investments                                                                     0               2,187,500
  Cash surrender value of life insurance                              12,636                 12,646                  12,636
  Software - Net                                                     210,814                228,705                 213,355
  Goodwill - Net                                                      52,754                 54,708               2,337,382
                                                         --------------------   --------------------   ---------------------
     Total Other Assets                                              334,261                361,059               4,898,253
                                                         --------------------   --------------------   ---------------------

TOTAL ASSETS                                                      $2,444,750             $3,128,596              $7,237,709
                                                         ====================   ====================   =====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $718,362               $926,612              $1,116,571
  Income taxes payable                                                20,600                 20,600                  20,600
  Notes and loans payable                                            218,675                 33,881               1,746,613
  Stock Repurchase Commitment                                      1,278,750                      0                       0
  Convertible debentures                                           1,000,000              1,000,000               1,900,000
                                                         --------------------   --------------------   ---------------------
     Total Current Liabilities                                     3,236,387              1,981,093               4,783,784
LONG TERM LIABILITIES
  Notes and loans payable                                                  0                      0                  63,718
                                                         --------------------   --------------------   ---------------------
     Total Long Term Liabilities                                           0                      0                  63,718
                                                         --------------------   --------------------   ---------------------
TOTAL LIABILITIES                                                  3,236,387              1,981,093               4,847,502
                                                         --------------------   --------------------   ---------------------

REDEEMABLE PREFERRED STOCK
Preferred Stock, Class A, $0.01 par value; 20,000,000
  shares authorized 15,000 shares issued and outstanding
  as of  September 30, 1999, December 31, 1999 and
  September 30, 2000                                               1,923,051                      0               2,313,051

STOCKHOLDERS' EQUITY
  Preferred Stock, Class B, $ 0.01 par value;
    20,000,000 shares authorized; none issued and
    outstanding                                                            0                    150                       0
  Common Stock, $0.001 par value; 100,000,000 shares
    authorized 4,501,682;  4,540,978 and 5,223,638 shares
    issued and outstanding as of December 31, 1999,
    September 30, 1999 and 2000 respectively                           4,501                  4,541                   5,207
  Common Stock to be issued (20,000 shares) as of
    December 31, 1999 and September 30, 2000 and
   (8,000 shares) as of September 30, 1999                                20                      8                      20
  Additional Paid-in capital                                       7,187,947              6,936,610              14,858,317
  Accumulated deficit                                             (9,319,794)            (4,370,622)            (12,658,262)
  Other comprehensive loss                                           (21,737)                     0              (1,562,500)
  Less cost of treasury stock                                                              (139,547)
  Less common stock subscriptions receivable                         (90,625)              (925,312)                (90,625)
  Less common stock shares issued as security deposit               (475,000)              (358,325)               (475,000)
                                                         --------------------   --------------------   ---------------------
     Total Stockholders' Equity                                   (2,714,688)             1,147,503                  77,156
                                                         --------------------   --------------------   ---------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $2,444,750             $3,128,596              $7,237,709
                                                         ====================   ====================   =====================
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>

<TABLE>
<CAPTION>


                              TRIMFAST GROUP, INC.
                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
              FOR THE ONE YEAR ENDED DECEMBER 31, 1999 (Unaudited)
   AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 and 2000 (Unaudited)



                                    FOR THE ONE
                                       YEAR           FOR THE THREE MONTHS ENDED         FOR THE NINE MONTHS ENDED
                                   DECEMBER 31,     SEPTEMBER 30,   SEPTEMBER 30,      SEPTEMBER 30,  SEPTEMBER 30,
                                       1999             1999            2000              1999           2000
                                    (UNAUDITED)      (UNAUDITED)     (UNAUDITED)      (UNAUDITED)     (UNAUDITED)
                                   --------------  --------------- ---------------  --------------  ---------------
<S>                                   <C>              <C>             <C>             <C>            <C>
NET SALES                                631,388          207,201         306,162         581,337        1,108,061

COST OF SALES                            396,072           89,925         220,284         408,495        1,055,514
                                   --------------  --------------- ---------------  --------------  ---------------

GROSS PROFIT                             235,316          117,276          85,878         172,842           52,546
                                   --------------  --------------- ---------------  --------------  ---------------

OPERATING EXPENSES

  Salaries and other compensation      1,094,575          208,215         289,049         505,372          795,479
  Commissions                              5,235           14,302           4,801          18,117          159,651
  Depreciation and amortization           78,211           54,202         419,545          54,202          520,719
  Professional fees                    5,513,080          505,576         130,518       1,467,900          341,574
  Bad debt expense                       293,977          102,723               0         102,723           42,944
  Selling, general and
    administrative expenses            1,023,931          249,593         198,980         623,451        1,044,286
  Travel and entertainment               149,908           54,240          36,414         132,249          131,344
                                   --------------  --------------- ---------------  --------------  ---------------
        Total Operating Expenses       8,158,917        1,188,851       1,079,307       2,904,014        3,035,997
                                   --------------  --------------- ---------------  --------------  ---------------

INCOME FROM OPERATIONS                (7,923,601)      (1,071,575)       (993,429)     (2,731,172)      (2,983,450)
                                   --------------  --------------- ---------------  --------------  ---------------

OTHER INCOME (EXPENSE)
  Realized gain on sale of
    trading securities - net              (1,957)             499               0             499           (7,776)
  Unrealized gain on sale of
    trading securities- net                                     0               0         (18,549)               0
  Gain (Loss) on disposal of
    equipment                              2,250                0         (15,211)              0          (15,211)
  Write-off of leasehold
    improvements                          (2,476)               0               0               0                0
  Interest expense                      (302,408)        (354,569)              0        (354,569)        (250,000)
                                   -------------  ---------------  --------------   --------------  ---------------
       Total Other Income
       (Expense)                        (304,591)        (354,070)        (15,211)       (372,619)        (272,987)
                                   -------------  --------------- --------------     ------------  ---------------
NET INCOME/ (LOSS)                    (8,228,192)      (1,425,645)     (1,008,639)     (3,103,791)      (3,256,437)
                                    ============  ===============   ==============  ==============  ===============
EXTRAORDINARY ITEM
  Loss on extinguishment of debt        (150,979)               0               0               0                0
                                   --------------  --------------- ---------------  --------------  ---------------
NET LOSS                              (8,379,171)      (1,425,645)     (1,008,639)     (3,103,791)      (3,256,437)
                                   =============  ===============  ===============  ==============  ===============


OTHER COMPREHENSIVE LOSS, NET OF TAX
Unrealized (loss) gain on
  available for-sale securities -
  net                                   (21,737)               0      (3,781,250)              0        (1,562,500)

                                   -------------  --------------- ---------------  --------------  ---------------
Comprehensive (loss) income          (8,400,908)       (1,425,645)    (4,789,889)     (3,103,791)       (4,818,937)
                                   =============  =============== ===============  ==============  ===============

NET LOSS PER COMMON SHARE -
 BASIC AND DILUTETD                       (2.02)            (0.31)         (0.20)          (0.77)            (0.66)

WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING - BASIC AND
DILUTED                               4,119,893         4,574,887      5,129,110       4,028,972         4,949,704


</TABLE>
           See Accompanying Notes to Consolidated Financial Statements

                                       5
<PAGE>


<TABLE>
<CAPTION>

                              TRIMFAST GROUP, INC.
                   INTERIM CONSOLIDATED STATEMENT OF CASHFLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000 (Unaudited)


                                                                       FOR THE NINE MONTHS ENDED
                                                             SEPTEMBER 30, 1999       SEPTEMBER 30, 2000
                                                                (UNAUDITED)             (UNAUDITED)
                                                            --------------------    ---------------------
<S>                                                                 <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income (loss)                                             (3,103,791)               (3,256,437)
      Adjustments to reconcile net income (loss)
          to net cash flows from operating activities:
          Depreciation and amortization                                 54,202                   520,719
          Bad debt expense                                               6,498                    42,944
          Unrealized gain on short term investments                    (18,459)                        0
          Issuance of common stock for professional
            services                                                 1,238,505                   152,344
          Increase in liquidated damages                                     0                   270,000
      Changes in operating assets and liabilities
      (Increase) decrease in :
          Accounts receivable                                         (472,796)                   31,235
          Prepaid expenses                                             (50,000)                   11,462
          Inventory                                                   (188,533)                  (89,745)
      Increase (decrease) in :
          Accounts payable and other liabilities                       300,845                   398,209
                                                            --------------------    --------------------
               Total adjustments                                       870,262                 1,337,168
                                                            --------------------    --------------------
         Net cash (used in) provided by operating                   (2,233,529)               (1,919,269)
      activities
                                                            --------------------    --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      (Increase) decrease in :
          Short term investments                                       (25,923)                    8,406
          Due from employees                                             5,800                         0
          Property and equipment                                    (1,764,682)                  (65,198)
          Due from affiliate                                             5,945                         0
          Cash surrender value of life insurance                        (4,529)                        0
          Deposits                                                      (4,381)                 (100,785)
                                                            --------------------    --------------------
      Net cash (used in) provided by investing
      activities                                                    (1,787,770)                 (157,577)
                                                            --------------------    --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from borrowings                                     961,781                   466,741
          Purchase of treasury stock                                  (116,013)                        0
          Proceeds from issuance of common stock                     1,628,942                 1,000,000
          Proceeds from issuance of preferred stock                  1,500,040                         0
          Due to stockholder/ officer                                        0                   581,174
                                                            --------------------    --------------------
      Net cash provided by (used in) financing
      activities                                                     3,974,750                 2,047,915
                                                            --------------------    --------------------
CHANGE IN CASH AND CASH EQUIVALENTS                                    (46,549)                  (28,931)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                          105,641                    35,858
                                                            --------------------    --------------------
CASH AND CASH EQUIVALENTS - PERIOD END                                  59,092                     6,927
                                                            ====================    ====================

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                       6

<PAGE>

<TABLE>
<CAPTION>

                              TRIMFAST GROUP, INC.
              INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
      FOR THE ONE YEAR PERIODS ENDED DECEMBER 31, 1998 and 1999 (Unaudited)
            AND THE NINE MONTHS ENDED SEPETMBER 30, 2000 (Unaudited)

                                                                                                 SHARES
                             COMMON STOCK                                                        ISSUED
                              AND COMMON       ADDITIONAL PREFERRED STOCK                OTHER    AS A
                           STOCK TO BE ISSUED   PAID IN        ISSUED      ACCUMULATED   COMP.  SECURITY  SHARES TREASURY
                             SHARES   AMOUNT    CAPITAL    SHARES   AMOUNT   DEFICIT     LOSS    DEPOSIT ADVANCED STOCK     TOTAL
                           ---------  ------   ----------  -------  -----   ---------   -------  -------  ------  -----    ---------
<S>                        <C>        <C>      <C>           <C>      <C> <C>           <C>     <C>      <C>      <C>   <C>
BALANCE JANUARY 1, 1998    1,286,625  $1,287        ($287)       -      -   ($151,846)        -        -       -      -   ($150,846)

Issuance of common stock      63,924     $64     $187,736        -      -           -         -        -       -      -    $187,800
for cash

Issuance of common stock
in exchange to related
party in exchange for
$40,000 debt                  19,500     $19      $39,981        -      -           -         -        -       -      -     $40,000

HLHK equity at August 12,
1998                         817,749    $818     $441,083        -      -  (1,122,218)        -        -       -      -   ($680,317)

Reclassification pursuant
to recapitalization                -       -  ($1,122,218)       -      -   1,122,218         -        -       -      -          $0

Common stock issued to
employees                        500       -            -        -      -           -         -        -       -      -          $0

Common stock issued to
attorney for services          5,000      $5          ($5)       -      -           -         -        -       -      -          $0

Common stock issued in
exchange for debt of HLHK
principal stockholder         75,000     $75     $491,123        -      -           -         -        -       -      -    $491,198

Issuance of common stock
in exchange for
stockholder loans             70,358     $70     $126,574        -      -           -         -        -       -      -   $126,644

Compensation to principal
stockholder                        -       -     $762,000        -      -           -         -        -       -      -    $762,000

Purchase of treasury stock
at cost                            -       -            -        -      -           -         -        -       -(23,534)   ($23,534)

Net income 1998                    -       -            -        -      -    (739,974)        -        -       -      -   ($739,974)

                           ---------  ------   ----------  -------  -----   ---------   -------  -------  ------ ------   ---------
Balance, December 31, 1998 2,338,656  $2,338     $925,987        -      -   ($891,820)        -       -        -(23,534)    $12,971
                           =========  ======   ==========  =======  =====   =========   =======  =======  ====== ======   =========
Issuance of common stock
for cash                   1,058,005  $1,058   $1,659,817        -      -           -         -        - (90,625)     -   1,570,250

Issuance of common stock
in exchange for
consulting and other
professional services        918,300    $918   $4,744,143        -      -           -         -        -       -      -  $4,745,061

Issuance of common stock
to employees                 104,900    $105     $500,075        -      -           -         -        -       -      -    $500,180

Issuance of convertible
debentures                         -       -     $250,000        -      -           -         -        -       -      -    $250,000

Issuance of Preferred Stock        -       -   $1,499,890   15,000    150           -         -        -       -      -  $1,500,040

Issuance of common stock
option                             -       -     $413,780        -      -           -         -        -       -      -    $413,780

Return of common stock in
repayment of debt            (50,000)   ($50)   ($399,950)       -      -           -         -        -       -      -   ($400,000)

Issuance of common stock
as a security deposit for
inventory line of credit     100,000    $100     $474,900        -      -           -         - (475,000)      -      -          $0

Issuance of common stock
in exchange for loans         51,821     $52     $272,956        -      -           -         -        -       -      -    $273,008

Purchase and sale of
treasury stock - net              -        -            -        -      -     (48,803)        -        -       - 23,534    ($25,269)

Unrealized losses on
available-for-sale
securities                        -        -            -        -      -           -  ($21,737)       -       -      -    ($21,737)

Commitment to repurchase
shares of treasury stock          -        -   (1,278,750)       -      -           -         -        -       -      - ($1,278,750)

Reclassification of
preferred to redeemable
preferred stock                   -        -  ($1,874,901) (15,000)( $150)          -         -        -       -      - ($1,875,051)

Net Loss 1999                     -        -             -       -      -  (8,379,171)        -        -       -      - ($8,379,171)

                           ---------  ------   ----------  -------  -----   ---------   -------  -------  ------  -----   ---------
Balance,December 31, 1999  4,521,682   4,521    7,187,947        0     0   (9,319,794)  (21,737)(475,000)(90,625)     0  (2,714,688)
                           =========  ======   ==========  =======  =====   =========   =======  =======  ======  =====   =========
</TABLE>

                                       7
<PAGE>


<TABLE>
<CAPTION>



                              TRIMFAST GROUP, INC.
              INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
      FOR THE ONE YEAR PERIODS ENDED DECEMBER 31, 1998 and 1999 (Unaudited)
            AND THE NINE MONTHS ENDED SEPETMBER 30, 2000 (Unaudited)

                                  COMMON
                                STOCK AND
                                  COMMON                   PREFERRED                             SHARES
                               STOCK TO BE     ADDITIONAL    STOCK                   OTHER    ISSUED AS A
                                  ISSUED        PAID-IN      ISSUED    ACCUMULATED   COMP.      SECURITY  SHARES  TREASURY
                             SHARES    AMOUNT   CAPITAL  SHARES  AMOUNT DEFICIT       LOSS       DEPOSIT  ADVANCED STOCK      TOTAL
                            ---------  ------  ---------- -----  -----  --------   -----------   -------   ------  ----   ----------
<S>                         <C>        <C>     <C>        <C>    <C>    <C>        <C>           <C>       <C>     <C>    <C>
Issuance of common stock
for professional services     25,000      $25     $84,350     -      -           -           -         -        -     -     $84,375

Preferred series A
dividends                          -        -          -      -      -    (120,000)          -         -        -     -   ($120,000)

Issuance of common stock
as settlement                 30,000      $30     $67,767     -      -           -           -         -        -     -     $67,797

Conversion of convertible
debenture                    112,776     $113     $99,887     -      -           -           -         -        -     -    $100,000

Issuance of common stock
for acquistion of
Nutrition Clubstores         570,000     $570  $2,778,180     -      -           -           -         -        -     -  $2,778,750

Return of common stock
from cancelled contracts     (40,000)    ($40)   ($37,929)    -      -      37,969           -         -        -     -          $0

Securities issued for
acquisitioin of Max Muscle     7,500       $8     $19,365     -      -           -           -         -        -     -     $19,373

Contributed capital                -        -  $3,750,000     -      -           -           -         -        -     -  $3,750,000

Unrealized loss on
available-for-sale
securities                         -        -           -     -      -           - ($1,562,500)        -        -     - ($1,562,500)

Settlement on share
repurchase commitment              -        -    $658,750     -      -           -           -         -        -     -    $658,750

Beneficial conversion on
convertible debenture              -        -    $250,000     -      -           -           -         -        -     -    $250,000

Sale of securities held
for sale                           -        -           -     -      -           -     $21,737         -        -     -     $21,737

Net Loss as of  September
30, 2000                           -        -           -     -      -  (3,256,437)          -         -        -     -  (3,256,437)
                            ---------  ------  ---------- -----  -----  ----------  ----------   -------   ------  ----   ----------
Balance September 30, 2000  5,226,958  $5,227 $14,858,317     0     $0($12,658,262)($1,562,500)($475,000)($90,625)   $0     $77,157
                            =========  ======  ========== =====  =====  ==========  ==========   =======   ======  ====   ==========


</TABLE>

                                       8
<PAGE>


                      TrimFast Group, Inc. and Subsidiaries
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)


NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

The accompanying  unaudited  consolidated financial  statements
have been prepared in accordance with generally accepted  accounting  principles
and the rules and  regulations  of the  Securities  and Exchange  Commission for
interim  financial  information.  Accordingly,  they  do  not  include  all  the
information  and  footnotes  necessary  for  a  comprehensive   presentation  of
financial position and results of operation.
It is management's opinion, however that all material adjustments (consisting of
normal  recurring  adjustments)  have been made which are  necessary  for a fair
financial  statements  presentation.  The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  included in the company's  Form 10-SB,  as amended for the year ended
December  31, 1998 and Form 10KSB,  as amended for the year ended  December  31,
1999.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  ORGANIZATION
-----------------------------------------------------------------------------

(A)     Revenue  Recognition
        --------------------

Revenue for products ordered through our website NutritionCafe.com is recognized
and an accrual  for  returns is posted  when the  product  is  shipped.  To date
returns of products  sold has been  immaterial.  We believe the products we sell
are of a high  quality and our  customers  are  knowledgeable  enough  about the
products  they  purchase  to ensure  returns  will  continue  to be  immaterial.
Therefore,  no accrual for estimated  returns has been made for these  financial
statements.

Sales of our products  offered  through  TrimFast,  Inc.  (weight loss bars, WCW
bars, and Max Impact supplements) are sold utilizing food brokers,  distributors
and  directly  to  vendors.  We use brokers  and  distributors  to identify  new
vendors,  all sales are made  directly  to the vendor  with the  distributor  or
broker informed of any sales through their efforts.  Because we ship to, invoice
and receive  payments  directly  from the end user,  our policy is to record any
returns against current sales.  Due to the nature of the products  offered,  and
customers  ordering  product  conservatively,  we have  experienced  no material
product  returns,  therefore  no  accrual  for  returns  have been made in these
financial statements.

Revenue  for the Cooler  Group is earned  through  rental of water  coolers  and
delivery of water.  A contract is signed for cooler rental and/or water delivery
service,  and is invoiced monthly.  Revenue is recognized for cooler rental each
month when invoiced and for water service based on usage when delivered.

(B)     Accounts  Receivable  -  Other
        ------------------------------

Components of A/R - Other is as follows:  12/31/99    9/30/99    9/30/00
                                          --------    -------    -------
     Due from Millennium                  $279,250   $259,558   $281,251
     Due  from  Immmu/Immcel                     0    $50,000          0
     Stock held in escrow securing loan          0   $199,790          0
     Other                                       0      2,930          0
                                          --------    -------   --------
                                          $279,250   $512,278   $281,251
                                          ========    =======   ========

                                       9
<PAGE>


                      TrimFast Group, Inc. and Subsidiaries
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)


NOTE  2  - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION - Cont'd
-------------------------------------------------------------------------------


(C)     Inventory
        ---------

Components of inventory are as follows:  12/31/99    9/30/99    9/30/00
                                         --------    -------    -------

     Finished  Goods                     $224,784   $320,296   $338,980
     Product  Components                   56,529     56,974     32,078
                                         --------   --------   --------
          Total                          $281,313   $377,270   $371,058
                                         ========   ========   ========


The Company performs  quarterly  inspections of inventory to identify expired or
obsolete items. Any merchandise, which has past its expiration date, or has been
deemed obsolete by management, is removed from inventory and written off.
(See note 6 Litigation)

(D)     Advertising  Costs
        ------------------

Advertising costs are expensed as incurred unless a direct  measurable  response
exists.  All advertising  related costs have been recognized as expense in these
Interim Financial Statements.


(E)  Software  Development
     ---------------------

The Company  accounts for software  obtained for internal use in accordance with
the  Accounting  Standards  Executive  Committee  Statement of Position No. 98-1
"Accounting  For the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal Use" ("SOP 98-1").  SOP 98-1 generally  requires the  capitalization of
all  internal or external  direct  costs  incurred in  developing  or  obtaining
internal use  software and  expensing  all internal or external  costs  incurred
during the  preliminary  project stage and the  post-implementation  stage.  The
Company generally amortizes software developed or obtained for internal use over
an estimated life of three years.


NOTE  3  -  EQUITY  TRANSACTIONS
--------------------------------

A.  Common  Stock

In March we issued  570,000  shares of our common stock for the  acquisition  of
Nutrition  Clubstores,  Inc.  (See Note 5 (A)) and  10,000  shares of our common
stock in exchange for legal services  associated with SEC filings.  These shares
were issued  pursuant to Section 4(2) of the Securities Act of 1933. We believed
section  4(2)  was  available  because  there  was no  general  solicitation  or
advertising used in connection with the offering and the transaction did involve
a public offering.

In May we canceled 20,000 shares of the Company's common stock that was returned
as a result of our cancellation of the consulting contract from 1999. In June we
canceled  20,000  shares of the  Company's  common  stock that was returned as a
result of our  cancellation  of the  consulting  contract  from 1999. In June we
issued 7,500 shares of the Company's  common stock in accordance  with the asset
purchase  agreement  with Max Muscle (See Note 5 (B)).  These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933. We believed section 4(2)
was available because there was no general solicitation or advertising used in


                                       10
<PAGE>


                      TrimFast Group, Inc. and Subsidiaries
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)



NOTE  3  -  EQUITY  TRANSACTIONS - Cont'd
-----------------------------------------

connection  with  the  offering  and  the  transaction  did not involve a public
offering.

In July we issued 15,000  shares of the  Company's  common stock in exchange for
legal Services associated with the various lawsuits against us and 10,000 shares
of the Company's  common stock as settlement of a lawsuit  against us. In August
we  issued  112,776  shares of the  Company's  common  stock to CALP II  Limited
Partnership in exchange for $100,000 of the  convertible  debenture held by them
and 20,000  shares of the  Company's  common stock as settlement of a consulting
agreement.


B.  Convertible  Debenture.

   1. Gibralt U.S., Inc. and FACS Enterprises, Inc.

On April 25, 2000 the Company entered into two convertible debenture agreements,
with Gibralt U.S.,  Inc., a Colorado  Corporation  and FAC  Enterprises,  Inc. a
Pennsylvania  Corporation,  each  providing  for  the  sale of  $500,000  of its
convertible debentures due July 13, 2001 with interest at 12%. The proceeds will
be used to open  additional  Nutrition  Clubstores and produce and broadcast the
commercial  spots for our WCW Ultra Energy  Bars.  On April 28, 2000 we received
the  first  $1,000,000.  The  outstanding  principal  amount  of  debentures  is
convertible at the option of the holder into the Companies'  Common Stock at the
lower of (I) Two and 50/100  Dollars  ($2.50)  per share;  or (ii)  seventy-five
percent (75%) of the closing bid price of the Companies'  publicly traded common
stock on the Closing Date. As to the Closing on April 28, 2000,  the  conversion
price is therefore about $2.00 per share for the first $1,000,000 of debentures.
No later than June 9, 2000,  the  Company was  required  to fi1e a  registration
statement on Form S-2 under the Securities Act and under all applicab1e Blue Sky
laws covering the Common Stock.  By August 26, 2000,  the Company is required to
have caused such registration statement to be declared effective by the SEC, all
at the  Company's  sole cost and expense.  Because the Company (a) has failed to
file a registration statement covering the Common Stock issuable upon conversion
of the Convertible Debentures,  within 45 days of the first Closing Date and (b)
in the  event  the  Company  fails  to have a  registration  statement  declared
effective by the Securities and Exchange Commission within 120 days of the first
Closing Date, Company shall automatically be subjected to penalties. The Company
for each month or partial  month while the default is  continuing  shall either:
(a) Make a payment of Fifty  Thousand  Dollars  ($50,000) to the  Purchaser;  or
(b)deliver  Twenty Thousand (20,000) shares of the Companies common stock to the
Purchaser,  whichever  the  Purchaser  elects.  The  purchasers in the aggregate
therefore, may receive up to One Hundred Thousand Dollars ($100,000) in cash per
month  commencing June 9, 2000. We cannot predict when a registration  statement
will be filed and be declared  effective.  As of August 9, 2000,  the liquidated
damages amounted to $200,000, in cash, or 80,000 shares of Common Stock. We have
granted the  purchasers  a security  interest  in all of the  500,000  shares of
common  stock of  Insiderstreet.com  (NSDR) that our Company  owns to secure our
obligations  to the  debentureholders.  The Company  believes that the exemption
under Section 4(2) was available for this private placement.  Additionally,  the
Company pledged a parcel of real property at 2555 Blackburn Street,  Clearwater,
Florida.


   2. CALP II Limited Partnership

On  August  29th  CALP II  converted  $100,000  on its  outstanding  convertible
debenture for 112,776 shares of the Company's common stock.


                                       11
<PAGE>


                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)


NOTE  3  -  EQUITY  TRANSACTIONS  -  Cont'd
-------------------------------------------

C.  Notice  of  Default

We have received  notice from Cranshire  Capital,  L.P., The DotCom Fund, LLC, S
Roberts Productions,  LLC and Keyway Investments Limited, the subscribers to the
Company's Series A Convertible Preferred Stock that each seeks redemption of its
holdings,  a total of 15,000  preferred  shares issued to these  investors.  The
investors  seek a total of  $1,875,000  for the  redemption  of  their  Series A
Preferred Stock plus all accrued but unpaid dividends and all accrued but unpaid
liquidated  damages.  The redemption  requirement applies unless the Company has
registered the Common Stock issuable upon conversion by the holders. The Company
is unable to register the underlying common stock at this time because it cannot
file a registration  statement with the Securities and Exchange  Commission that
complies with the accountants' report requirements.  The Company was required to
cause a  registration  statement  covering  the shares to be declared  effective
before  November,  1999.  There can be no  assurances  that we will ever be in a
position to file a  registration  statement  that complies  with the  applicable
requirements.  (See Note  5)Therefore an account for Redeemable  Preferred Stock
has been  established  to include the original  redemption of $1,875,000  and an
accrual for Dividends and liquidating damages.


D. Additional Paid-In Capital

In February  Michael Muzio  contributed  500,000  shares of restricted  stock of
Insiderstreet.com,  Inc.  to the  Company.  The shares  were valued at the $7.50
based  on the  quoted  trading  price on the date of  contribution.  The  shares
contributed   are  less  than  20%  of   issued   and   outstanding   shares  of
Insiderstreet.com, Inc. and is accounted for as a long-term investment.


NOTE 4 - MARVEL LICENSE AGREEMENT

On  February  25, 2000 the Company  executed a licensing  agreement  with Marvel
Characters,  Inc. to produce and market a childrens  chewable  Multi-Vitamin and
mineral supplement of the character Spider-Man.

The license  commences  on March 1, 2000 and  expires on  December 1, 2001.  The
agreement  includes a 9% royalty rate to be paid to Marvel on net sales with the
following  minimum  royalty  guarantees.  $100,000  was paid at  signing  of the
agreement and is posted to prepaid  expenses and will be amortized over the life
of the agreement. $50,000 to be paid on or before March 1, 2001.


NOTE  5  -  ACQUISITIONS
------------------------

(A) -  Nutrition  Clubstores

On March 20, 2000 we acquired from  Nutrition  Superstores.com,  Inc. all of the
issued and  outstanding  shares of common stock in its wholly owned  subsidiary,
Nutrition  Clubstores,  Inc. The purchase  price was $150,000  cash plus 570,000
shares of our  common  stock  valued at $4.80 per  share  based  average  quoted
trading price a few days before and after the  announcement  of the  transaction
based on EITF  95-19 for a total of  $2,886,000,  which  includes  approximately
$5,000 in transaction  costs. In addition,  for a period  beginning three months
following the Closing and continuing  for a period of twelve months  thereafter,
the Seller  shall  receive a royalty  equal to three  percent  (3%) of the gross
sales generated

                                       12
<PAGE>


                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)


NOTE  5  -  ACQUISITIONS - Cont'd
----------------------------------

by the  kiosks  operated  by  Nutrition  Clubstores,  Inc.  The number of shares
issuable  to  the  Seller  of the  Nutrition  Clubstores,  Inc.  is  subject  to
adjustment based upon the audited financial statements, which are to be provided
by the sellers of Nutrition  Clubstores,  Inc. To the extent that the  Nutrition
Clubstores  audited financial  statements for February 29, 2000 show a net worth
which is less than 85% of the unaudited  financial  statements,  for every $5.00
reduction or portion  thereof in net worth,  Seller shall be entitled to receive
one less share of common stock.

The acquisition will be accounted for under the purchase method.  Subject to the
completion of the Nutrition  Clubstores  audit,  we  anticipate  allocating  the
purchase price of this acquisition as follows:  inventory $410,885, fixed assets
$367,848,  goodwill  $2,335,004  accounts  payable  $162,422  and notes  payable
$65,315.  The  allocation to goodwill  would be reduced dollar for dollar to the
extent of any downward adjustment of the purchase price based on the audit.

The goodwill  balance will be amortized over 60 months.  The Company will review
the audited financial statements when received and adjust our books accordingly.

The  $150,000  cash used in the  acquisition  was advanced to the Company by the
principal stockholder.

In June, we received audited financial statements for Nutrition Clubstores as of
February 29, 2000 as required in our acquisition agreement. We are reviewing the
statements and have been  discussing  them with the previous owners to determine
the most appropriate way to complete the transaction.

(B)  -  Max  Muscle

On June 9, 2000 we acquired all of the assets of the business  named Max Muscle,
a retail  location in Tampa,  Florida.  The purchase price was $35,000 cash plus
7,500 shares of our common stock valued at $2.56 per share based average  quoted
trading  price a few days before and after the  transaction  based on EITF 95-19
for a total of $54,200, which includes approximately $100 in transaction costs.

The acquisition will be accounted for under the purchase method.  The allocation
of the purchase  price of this  acquisition  is as follows:  inventory  $26,000,
fixed assets $20,000,  goodwill  $8,200.  The goodwill balance will be amortized
over 60 months.

The  $35,000  cash used in the  acquisition  was  advanced to the Company by the
principal stockholder.


NOTE  6  -  LITIGATION
----------------------

The Company is subject to a course of action  premised on a Letter of  Agreement
between the two parties whereby the Plaintiff  alleges the Company  committed to
purchase 155,000 shares of the Company's common stock at a stipulated price. The
second count of the action is a mortgage foreclosure action, which is based upon
an alleged lien upon real property that is to have collateralized the Agreement.
The Company has filed a motion to dismiss the  complaint  because the  Agreement
sued upon call for arbitration in the event of dispute. The Company also filed a
motion to dismiss the mortgage  foreclosure  action since the cause of action is
premised upon  documents  that cannot be recorded.  On July 18, 2000 the Company
entered  into a  settlement  agreement  whereby  we agreed to  execute a secured
promissory  note in the  total  amount  of  $620,000  at a 7% per  annum  simple
interest  which is due on or before July 31, 2001.  In exchange,  the  Plaintiff
will return 53,000  shares of the Company's  common stock and dismiss all claims
alleged in this case.


                                       13
<PAGE>


                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 2000
                                   (Unaudited)



NOTE  6  -  LITIGATION - Cont'd
--------------------------------

The  Company is subject to various  other  lawsuits,  investigations  and claims
primarily  relating  to  amounts  due  to  vendors  which,  in  the  opinion  of
management,   arise  in  the  normal  course  of  conducting  Company  business.
Appropriate  amounts have been accrued at September  30, 2000. In the opinion of
the Company's  management,  after  consultation with outside legal counsel,  the
ultimate  disposition of such remaining  proceedings  will not have a materially
adverse  effect  on the  Company's  consolidated  financial  position  or future
results of operations.

Sheri  Peck  v.  Trimfast Group, Inc., et al. (Case No.1:99CV374) During June,we
negotiated  a  settlement  whereby we agree to pay $3,000 cash and 10,000 shares
of  the  Company's restricted  common stock. In July we paid the cash and issued
the shares described above in settlement of this case.

Cranshire Capital,  LP, S. Robert Productions,  LLC, and The DOTCOM Fund, LLC vs
TrimFast  Group,  Inc.  (case number  00C3510) On June 9, 2000 the a lawsuit was
filed in the U.S. District Court for the Northern District of Illinois,  Eastern
Division  against the Company for (i) breach of contract for failing to file the
required  registration  statement with the SEC and (ii) pay  liquidated  damages
arising  from its failure to file the  required  registration  statement;  (iii)
confirm  receipt  of the  investors'  redemption  notices  and (iv)  redeem  the
investors  preferred  stock.  The suit seeks  damages of an  unspecified  amount
exceeding $75,000.

On July 21, 2000 the Company  entered into a settlement with Slim-fast Foods Co.
on their claim of patent  infringement.  (civil action number 00 Civ. 4380 (LLS)
in the U.S.  District court southern district of New York) The settlement allows
TrimFast to continue  selling our weight loss pills under the TrimFast name, but
restricts us from selling  weight loss bars labeled with the TrimFast name after
current  inventory  is sold or  September  20,  2000,  at which time the Company
agreed to provide  Slim-fast an affidavit  attesting to the  destruction  of any
remaining   bars.  On  September   20th,  the  Company  had  in  its  possession
approximately  10,000 bars of assorted flavors. In accordance with the agreement
the Company  donated all the bars to a local food bank. The financial  impact of
the transaction resulted in a charge of $4,396.

Mark  Sansom  vs. InsiderStreet.com, Inc., TrimFast Group, Inc. Florida Atlantic
Stock  Transfer,  Inc. Michael J. Muzio (Case No. 000904440). In an action filed
in  the Third Judicial District Court for Salt Lake City, Utah. The complaint is
a  multi-count complaint and alleges that the signature of Mark Sansom contained
on  a rescission agreement in connection with a consulting agreement for 300,000
shares  of  the  Companys'  common  stock is not genuine. Plaintiff also alleges
conversion on the part of TrimFast and wrongful refusal to register/transfer the
shares.  Mr.  Sansom has also filed a breach of contract count against Mr. Muzio
for  failing  to  purchase  36,000 shares of TrimFast common stock at a price of
$7.00  per  share.


Note 7 - Subsequent Events
---------------------------


On November 2, 2000,  TrimFast Group, Inc. filed for protection under Chapter 11
of the United States Bankruptcy Code. (U.S. Bankruptcy Court, Middle District of
Florida, Tampa Division,  Case No. 00-17003-8C1) Two days after the petition was
filed,  the Company  agreed in  principle  with a Series A  Preferred  Debenture
Holder (Crenshire  Capital, LP - Case No. 00C3510) to settle a lawsuit which had
been  previously  disclosed.  The settlement  obviated the need for a Chapter 11
proceeding.  The Company intends to file a Motion for Withdrawal of its Petition
in  Bankruptcy  by  November  15,  2000 and should such Motion not be granted by
November 15, 2000, the Company, if necessary,  will  file Form 8-K within the 15
days proscribed by the Rules.




                                       14

<PAGE>


TRIMFAST  GROUP,  INC.

MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS OF
OPERATIONS.

FINANCIAL  STATEMENT  PRESENTATION


RESULTS  OF  OPERATIONS.

September  30,  2000  as  compared  to  September  30,  1999

Sales for the nine months ended  September 30, 2000 were  $1,108,061 as compared
to $581,337 for nine months ended  September 30, 1999.  Cost of sales  increased
from  $408,495 as of September  30, 1999 to $1,055,514 as of September 30, 2000.
This  increase  in cost of sales is a result  of our  acquisition  of  Nutrition
Clubstores  and the lower  margins on the  products in  inventory  we  acquired.
Additionally,  we felt the inventory levels carried in each store were too high,
and decided to discount prices on items we decided not to carry any longer.

Our salaries and compensation  increased from $505,372 for the nine months ended
September 30, 1999 to $795,479 for the nine months ended  September  30,2000 for
several reasons.  The 1999 balance does not include a full 9 months compensation
for Nutrition Cafe, which we opened in June 1999, or the Cooler Group,  which we
acquired in May 1999. The largest  portion of the September 2000 balance is from
salaries and wages for  Nutrition  Clubstores  employees.  During the quarter we
dramatically  changed the pay structure for all  employees  and  terminated  the
higher paid salaried  employees.  The balance of the change relates to upgrading
positions  at the  corporate  level to  handle  the  increased  responsibilities
associated  with being a publicly  traded company and additional  support staff.
Moreover,  the  employment  market in Tampa has been highly  competitive in 2000
resulting  in our company  paying  higher  wages to all  employees to retain and
recruit qualified employees.

For  the  nine  months  ended  September  30,  2000,  we  recorded  $341,574  in
Professional  fees as compared to $1,467,900 for the nine months ended September
30, 1999. During 2000,  approximately  $50,000  represents  non-cash issuance of
common  stock  in  exchange  for  legal  services  related  to SEC  filings  and
approximately $45,000 represents non-cash issuance of common stock as settlement
of a consulting contract  Approximately  $150,000 were for legal fees associated
with various  lawsuits.  Approximately  $84,000 were accounting costs associated
with the year end audit and SEC filings. Of the remaining balance, approximately
$5,000 was paid for filing fees  associated  with SEC filings and  approximately
$8,000 was paid to various business consultants. During 1999, non-cash issuances
of stock resulted in approximately $515,000 paid on various consulting contracts
for  public   relations,   approximately   $205,000  paid  for  legal  fees  and
approximately  $590,000 paid for various  consulting  contracts in the set up of
Nutritioncafe.com.  Additionally,  approximately  $88,000  was paid for  various
consultants  for  public  relations,   $15,000  was  paid  to  certified  public
accountants,  approximately  $20,000  was paid for legal fees and  approximately
$35,000 was paid for various professional services.

Selling general and administrative expenses were $1,044,286 and $623,451 for the
nine months  ended  September  30, 2000 and 1999  respectively.  The increase is
related to the additional locations associated with Nutrition Clubstores.

Net loss before  comprehensive  income for the nine months ended  September  30,
2000 was $3,256,437.  Net loss for the nine months ended September,  31 1999 was
$3,478,802.


                                       15
<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES.

September  30,  2000  as  compared  to  September  30,  1999

Total cash and cash equivalents as of September 30, 2000 were $6,927 as compared
to $59,092 as of September 30, 1999.

Trade  receivables  were  $57,046 as of  September  30, 2000 and  $318,407 as of
September 30, 1999 including  $267,240  related to Cutting Edge that was written
off in December 1999.

Inventory  as of  September  30, 2000 was $371,058 as compared to $377,270 as of
September 30, 1999.

Total current assets were $716,282 as of September 30, 2000 and $1,308,267 as of
September 30, 1999 the change is related to the decline in trade receivables and
cash as  discussed  above  along with the  redemption  of shares  held in escrow
securing the note for the purchase of The Cooler Group.

Property and  equipment  increased  from  $1,459,270  on  September  30, 1999 to
$1,623,174 on September 30, 2000. The increase is related to the assets acquired
with Nutrition Clubstores.

We also experienced an increase in liabilities.  Accounts payable increased from
$926,612 on September 30, 1999 to  $1,116,571  on September 30, 2000.  The large
increase is the result of our  acquisition  of  Nutrition  Clubstores  which had
approximately $300,000 in outstanding payables as of September 30, 2000.


Part II.  Other Information

Item 1. Legal Proceedings.

On June 9, 2000,  The Company  was sued  based  upon a  breach  of a  securities
purchase  agreement.  Plaintiff  believes  their  cause of action  exceeds  $2.2
million;  The  Company  believes  damages,  if any,  would be  within  $100,000.
Discovery  is  underway,  and no final  hearing  has  been  set in this  matter.
Cranshire  Capital,  L.P., et al. v. Trimfast Group,  Inc., U.S. District Court,
Northern  District of Illinois,  Case # 00 C 3510.  On June 14, 2000 The Company
was sued for a breach  of  service  agreement.  Damages  of  $15,000  are  being
claimed.  The Company has filed a denial.  Discovery is  underway,  and no final
hearing has been set. Creative Solutions  Interactive,  Inc., v. Trimfast Group,
Inc., Circuit Court,  Hillsborough County,  Florida, Case # 00 3512. On February
15, 1999,  the Company was sued for a breach of account  stated.  Final judgment
was entered against the Company on June 4, 1999 in the amount of $10,737.72 plus
interest and court costs. At present time,  discussions are ongoing  regarding a
settlement.  DLB Printing,  Inc. v. Trimfast,  Inc., County Court,  Hillsborough
County,  Florida, Case # 99 2303 CCI. On March 23, 2000, the Company, along with
Trimfast,  Inc. was sued on an account  stated in the amount of  $14,356.49.  An
answer has been filed,  denying the allegations.  It is admitted that the monies
are owed by Trimfast,  Inc. but not the Company. The trial has not yet been set.
Americraft  Carton,  Inc. v. Trimfast Inc.,  a/k/a Trimfast  Group,  Inc. County
Court,  Hillsborough  County,  Florida,  Case # 2000-4978 CC. In April 2000, the
Company was sued on a cause of action premised upon a letter  agreement  between
the two parties. A settlement has been reached in this case, whereby the Company
agrees to pay the  Plaintiff  the sum of $620,000  on or before July 2001.  Upon
payment,  this action will be dismissed.  Aryeh Trading v. Trimfast Group, Inc.,
Circuit Court,  Pinellas County,  Florida,  Case #  2000-802-C1-21.  On June 14,
1999, the Company was used for monies owned on an account stated.  The amount of
the claim is  $10,456.60.  This matter has not yet been set for a Final Hearing.
An Offer to Settle has been extended by the Company in the amount of $6,000. L&N
Label Company v. Trimfast,  Inc., County Court,  Hillsborough  County,  Florida,
Case #  99-8611-CC.  On January  24,  2000,  the  Company  was sued for  damages
resulting from an account stated. Plaintiff seeks $7,777.45 plus court costs and
interest.  No final hearing has been set in this matter.  NCA Medical Labs, Inc.
v. Trimfast,  Inc., County Court,

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<PAGE>

Hillsborough County,  Florida, Case # 00-1232 CC. On June 8, 2000,  the  Company
was sued based on an account stated in the amount of $46,740.36. The Company has
filed a denial. No final hearing has been set. Nutripro Distribution Systems. v.
Nutrition  Clubstores,  Inc.,  Circuit  Court in Dade  County,  Florida,  Case #
00-14364 CA 01. On  December  6, 1999,  the Company was sued based on an account
stated.  Plaintiff  corporation  has filed for bankruptcy  protection in federal
court,  and this  matter has been  stayed.  Phillips  Pharmatech  Labs,  Inc. v.
Trimfast,  Inc., Circuit Court of Pinellas County,  Florida,  Case # 99-4667. On
February 4, 2000, the Company was sued for services  rendered.  A final judgment
was  entered  against  the  Company  in  the  amount  of  $5,678.59.  Settlement
discussions  on the retirement  and  satisfaction  of this judgment are ongoing.
Popov and McCullough, LLP v. Trimfast Group, Inc., Superior Court of California,
Los Angeles County, Case # GIC 742910. On June 5, 2000, the Company was sued for
breach of contract for services rendered. The Company has denied all allegations
and discovery is ongoing.  No final hearing has been set in this matter.  Sansom
v. Trimfast Group,  Inc. and Michael Muzio,  individually,  et al. United States
District Court, District of Utah, Central Division, Case # 2-00CV0527S.  On June
7, 1999, the Company was sued based upon the  distribution of a product that may
have been unsafe when consumed.  Discovery is ongoing,  but no final hearing has
been set. Jensen vs. Body Life Sciences, Trimfast Group, et al., District Court,
State of Idaho,  Case # CV PI 9900250D.  On March 27, 2000, the Company was sued
by plaintiff who alleges that the Company improperly  canceled 600,000 shares of
Company Stock.  On August 2, 2000 the United States  Magistrate  Judge dismissed
the case with prejudice.  Gainsfor Ventures, SA, et al. v. Trimfast Group, Inc.,
et al., United States District Court,  Southern  District of New York, Case # 00
CV 2299.


Item 2.  Changes in Securities and Use of Proceeds.

Since  each of the  Series A  shareholders  seeks  redemption,  the  Company  is
obligated  to  redeem  them pro rata in  accordance  with  their  holdings.  The
Company,  a Nevada  corporation,  is  subject  to the  provisions  of Nevada law
concerning a corporation's right to pay dividends, which is limited by the legal
availability  of funds for the payment  thereof.  A Nevada  corporation  can pay
dividends that do not impair the corporation's  capital,  but no more than that.
The Company is legally  prohibited from making  dividends unless or until making
such payment will not impair the company's capital after the payment. The Series
A Preferred  stock is also junior to all Company  debts,  obligations,  accounts
payable or absolute  liabilities,  whether or not there are any liens  recorded.
However,  Series A  Preferred  is  entitled  to  payment  before  any  dividend,
distribution or redemption of the holders of the Company's Common Stock. A total
of $1,875,000 as of May 25, 2000 was the amount that the Company is obligated to
pay to redeem all of the presently  outstanding Series A Preferred.  In addition
to the  redemption  price  above,  the  Preferred  stockholders  assert that the
Company  remains  obligated  to pay all  accrued but unpaid  regular  dividends,
totaling $120,000 at September 30, 2000, and liquidated  damages of in an amount
of $318,000. When the company does not promptly pay this redemption price, which
we so shall be  restricted  from  doing by the  provisions  of the Nevada law we
referred  to above in this  paragraph,  any of  these  above-mentioned  or other
creditors may seek available  remedies to recover or establish their  respective
priorities as well.  Regardless of the outcome,  these  creditors'  remedies may
distract  management's  time  and  attention  and  cause  the  Company  to incur
expenses,  which may include costs of any such suit or action,  such as opposing
any actions which might include involuntary bankruptcy,  involuntary liquidation
or dissolution or others, or costs incurred by us or others to whom we may owe a
duty of indemnification or defense,  which may include affiliates of the Company
or its principal shareholder or any of its Board of Directors or management.


Item 3.  Defaults under Senior Securities

We have received notice from Cranshire  Capital,  L.P., The DotCom Fund, LLC, S.
Roberts Productions,  LLC and Keyway Investments Limited, the subscribers to the
Company's Series A Convertible  Preferred  Stock,  that each seeks redemption of
its holdings, a total of 15,000 preferred shares issued to these investors.  The
investors  seek a total of  $1,875,000  for the  redemption  of  their  Series A
Preferred Stock plus all accrued but unpaid dividends and all accrued but unpaid
liquidated  damages.  The redemption  requirement applies unless the Company has
registered the Common Stock issuable upon conversion by the holders. The Company
is unable to register the underlying common stock at this time because it cannot
file a registration  statement with the Securities and Exchange  Commission that
complies with the accountants' report requirements.  The Company was required to
cause a  registration  statement  covering  the shares to be declared  effective
before  November,  1999.  There can be no  assurances  that we will ever be in a
position to file a  registration  statement  that complies  with the  applicable
requirements.  As of October 31, the Company  has missed two  dividend  payments
that total $120,000.  Additionally,  the liquidated damages, as of September 30,
2000 total $318,000.

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<PAGE>


Item 5. Other Information.

On November 2, 2000,  TrimFast Group, Inc. filed for protection under Chapter 11
of the United States Bankruptcy Code. (U.S. Bankruptcy Court, Middle District of
Florida, Tampa Division,  Case No. 00-17003-8C1) Two days after the petition was
filed,  the Company  agreed in  principle  with a Series A  Preferred  Debenture
Holder (Crenshire  Capital, LP - Case No. 00C3510) to settle a lawsuit which had
been  previously  disclosed.  The settlement  obviated the need for a Chapter 11
proceeding.  The Company intends to file a Motion for Withdrawal of its Petition
in  Bankruptcy  by  November  15,  2000 and should such Motion not be granted by
November 15, 2000, the Company,  if necessary,  will file Form 8-K within the 15
days proscribed by the Rules.



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<PAGE>


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.

TrimFast  Group,  inc.

/s/  Michael J. Muzio
----------------------------------------------
By:  Michael J. Muzio

Dated:  This 13th day of November, 2000








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