Securities and Exchange Commission
                             Washington, D.C.  20549


                                    FORM 10-QSB
                                  AMENDMENT NO. 1
                                  ---------------


|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, 1999
                                           ------------------

           CLASS                               Outstanding at September 30, 1999
----------------------------                   ---------------------------------
Common stock $.001 Par Value                               4,540,978


<PAGE>
                      TRIMFAST GROUP, INC. AND SUBSIDIARIES

PART I:   FINANCIAL INFORMATION                                             PAGE
                                                                            ----

          Consolidated Balance Sheet as of
          September 30, 1999 (Unaudited) and
          December 31, 1998                                                   3

          Consolidated Statements of Operations
          for the Twelve Months Ended December 31, 1998
          and for the Three and Nine Month Periods
          Ended September 30, 1999 (Unaudited)                                4

          Consolidated Statement of Cash Flows
          for the Year ended December 31, 1998
          and for the Nine Months Ended
          September 30, 1999 (Unaudited)                                      5

          Consolidated Statement of Changes in Stockholders'
          Equity for the one year ended December 31, 1998 and
          for the Nine Months Ended September 30, 1999 (Unaudited)            6


          Notes to Consolidated Financial Statements
          (Unaudited) as of September 30, 1999                              7-15


          Management Discussion and Analysis of Financial
          Condition and Results of Operations                              16-17


PART II.  OTHER INFORMATION AND SIGNATURES

          Signatures                                                        18


<PAGE>
<TABLE>
<CAPTION>
                                               TRIMFAST GROUP, INC.
                                        INTERIM CONSOLIDATED BALANCE SHEET
                                  AS OF DECEMBER 31, 1998 AND SEPTEMBER 30, 1999


                                                      ASSETS
                                                      ------


CURRENT ASSETS
<S>                                                                     <C>                  <C>
                                                                                             SEPTEMBER 30, 1999
                                                                        DECEMBER 31, 1998        (UNAUDITED)
                                                                        -------------------  --------------------
  Cash                                                                             105,641   $            59,092
  Short-term investments                                                            15,297   $            41,220
  Accounts Receivable- Trade                                                       357,889               318,407
  Accounts Receivable- Other                                                        11,745               512,278
  Inventory                                                                        188,737               377,270
                                                                        -------------------  --------------------
     Total Current Assets                                                          679,309             1,308,267

PROPERTY AND EQUIPMENT - NET                                                        33,403             1,459,270

OTHER ASSETS
  Prepaid expenses                                                                       0                50,000
  Rent deposit                                                                      10,619                15,000
  Cash surrender value of life insurance                                             8,107                12,646
  Software development                                                                   0               228,705
  Goodwill - Net                                                                         0                54,708
                                                                        -------------------  --------------------
     Total Other Assets                                                             18,726               361,060
                                                                        -------------------  --------------------

TOTAL ASSETS                                                            $          731,438   $         3,128,596
                                                                        ===================  ====================

                                    LIABILITIES AND STOCKHOLDERS' EQUITY
                                    ------------------------------------
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 $          625,767   $           926,612
  Notes and loans payable                                                           72,100                33,881
  Income taxes payable                                                              20,600                20,600
  Convertible debentures                                                                 0             1,000,000
                                                                        -------------------  --------------------
     Total Current Liabilities                                                     718,467             1,981,093

                                                                        -------------------  --------------------
TOTAL LIABILITIES                                                                  718,467             1,981,093
                                                                        -------------------  --------------------

STOCKHOLDERS' EQUITY
  Preferred Stock, Class A, $0.01 par value; 20,000,000
    shares authorized; 0 and 15,000 shares issued and outstanding
    as of December 31, 1998 and September 30, 1999 respectively                          0                   150
  Preferred Stock, Class B, $0.01 par value;
    20,000,000 shares authorized; none issued and outstanding                            0                     0
  Common Stock, $0.001 par value; 100,000,000 shares
    authorized, 2,260,775 and 4,540,978 shares issued and outstanding
    as of December 31, 1998 and September 30, 1999 respectively                      2,260                 4,541
Common Stock to be issued (77,881 shares) as of December 31, 1998
and (8,478 shares) as of September 30, 1999                                             78                     8
  Additional Paid-in capital                                                       925,987             6,936,610
  Accumulated deficit                                                             (891,820)           (4,370,622)
  Less cost of treasury stock (5,500 as of December 31, 1998
  and 32,500 as of September 30, 1999)                                             (23,534)             (139,547)
  Less common stock shares advanced                                                      0              (925,312)
  Less common stock subscriptions receivable                                             0              (358,325)
                                                                        -------------------  --------------------
     Total Stockholders' Equity                                                     12,971             1,147,503
                                                                        -------------------  --------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $          731,438   $         3,128,596
                                                                        ===================  ====================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                TRIMFAST GROUP, INC.
                                    INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                                 FOR THE ONE YEAR ENDED DECEMBER 31, 1998 (AUDITED)
                         AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)


                                                                               FOR THE THREE        FOR THE NINE
                                                         FOR THE ONE YEAR      MONTHS ENDED         MONTHS ENDED
                                                              ENDED         SEPTEMBER 30, 1999   SEPTEMBER 30, 1999
                                                        DECEMBER 31, 1998       (UNAUDITED)          (UNAUDITED)
                                                        ------------------  -------------------  -------------------
<S>                                                     <C>                 <C>                  <C>

NET SALES                                                       1,925,332              207,201              581,337

COST OF SALES                                                     567,472               89,925              408,495
                                                        ------------------  -------------------  -------------------

GROSS PROFIT                                                    1,357,860              117,276              172,842
                                                        ------------------  -------------------  -------------------

OPERATING EXPENSES

  Salaries and other compensation                                 983,773              208,215              505,372
  Commissions                                                      41,700               14,302               18,117
  Depreciation and amortization                                    10,498               54,202               54,202
  Professional fees                                                49,511              505,576            1,467,900
  Bad debt expense                                                503,839              102,723              102,723
  Selling, general and administrative expenses                    423,289              249,593              623,451
  Travel and entertainment                                         64,187               54,240              132,249
                                                        ------------------  -------------------  -------------------
        Total Operating Expenses                                2,076,797            1,188,851            2,904,014
                                                        ------------------  -------------------  -------------------

INCOME FROM OPERATIONS                                           (718,937)          (1,071,575)          (2,731,172)
                                                        ------------------  -------------------  -------------------

OTHER INCOME (EXPENSE)
  Realized gain on sale of trading securities - net                 1,905                  499                  499
  Unrealized gain on sale of trading securities - net                 922                    0              (18,549)
  Interest expense                                                 (3,264)            (354,569)            (354,569)
                                                        ------------------  -------------------  -------------------
        Total Other Income (Expense)                                 (437)            (354,070)            (372,619)
                                                        ------------------  -------------------  -------------------

LOSS BEFORE INCOME TAXES                                         (719,374)          (1,425,645)          (3,103,791)

FEDERAL AND STATE INCOME TAXES                                     20,600                    0                    0

                                                        ------------------  -------------------  -------------------
NET INCOME/ (LOSS)                                               (739,974)          (1,425,645)          (3,103,791)
                                                        ==================  ===================  ===================

Dividend on Preferred Stock                                                                                (375,011)

                                                        ------------------  -------------------  -------------------
NET INCOME/ (LOSS) APPLICABLE TO COMMON STOCK                    (739,974)          (1,425,645)          (3,478,802)
                                                        ==================  ===================  ===================

NET INCOME (LOSS) PER COMMON SHARE-BASIC AND DILUTED                (0.43)               (0.31)               (0.87)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
BASIC AND DILUTED                                               1,710,860            4,574,887            4,028,972
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                       TRIMFAST GROUP, INC.
                           INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
                        FOR THE ONE YEAR ENDED DECEMBER 31, 1998 (AUDITED)
                AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)


                                                                               FOR THE NINE MONTHS
                                                           FOR THE ONE YEAR           ENDED
                                                                ENDED          SEPTEMBER 30, 1999
                                                          DECEMBER 31, 1998        (UNAUDITED)
                                                         --------------------  -------------------
<S>                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                 (739,974)          (3,103,791)
  Adjustments to reconcile net income (loss)
    to net cash flows from operating activities:
    Depreciation and amortization                                     10,498               54,202
    Bad debt expense                                                 503,839                6,498
    Unrealized gain on short term investments                           (922)             (18,459)
    Stock based compensation                                         762,000                    0
    Issuance of common stock for professional services                     0            1,238,505
  Changes in operating assets and liabilities
  (Increase) decrease in :
    Accounts receivable                                             (856,839)            (472,796)
    Prepaid expenses                                                       0              (50,000)
    Inventory                                                       (165,038)            (188,533)
  Increase (decrease) in :
    Accounts payable and other liabilities                           496,181              300,845
    Income taxes payable                                              20,600                    0
                                                         --------------------  -------------------
      Total adjustments                                              770,319              870,262
                                                         --------------------  -------------------
  Net cash (used in) provided by operating activities                 30,345           (2,233,529)
                                                         --------------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  (Increase) decrease in :
    Short term investments                                           (14,375)             (25,923)
    Due from employees                                                (5,800)               5,800
    Property and equipment                                           (37,821)          (1,764,682)
    Due from affiliate                                                (5,945)               5,945
    Rent deposit                                                      (8,119)              (4,381)
    Cash surrender value of life insurance                            (8,107)              (4,529)
                                                         --------------------  -------------------
  Net cash (used in) provided by investing activities                (80,167)          (1,787,770)
                                                         --------------------  -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings                                           1,975              961,781
    Purchase of treasury stock                                       (23,534)            (116,013)
    Proceeds from issuance of common stock                           177,800            1,628,942
    Proceeds from issuance of preferred stock                              0            1,500,040
    Due to stockholder/ officer                                      (18,436)                   0
                                                         --------------------  -------------------
  Net cash provided by (used in) financing activities                137,805            3,974,750
                                                         --------------------  -------------------

CHANGE IN CASH AND CASH EQUIVALENTS                                   87,983              (46,549)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                         17,658              105,641
                                                         --------------------  -------------------

CASH AND CASH EQUIVALENTS - END OF YEAR                              105,641               59,092
                                                         ====================  ===================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                  TRIMFAST GROUP, INC.
                                 INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                                   FOR THE ONE YEAR ENDED DECEMBER 31, 1998 (AUDITED)
                           AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)


                                                         Common Stock
                                                          and Common        Additional      Preferred
                                                       Stock to be Issued     Paid-In     Stock Issued      Accumulated
                                                        SHARES     Amount     Capital     SHARES  Amount     Deficit
                                                      ----------  --------  ------------  ------  -------  ------------
<S>                                                   <C>         <C>       <C>           <C>     <C>      <C>
BALANCE JANUARY 1, 1998                               1,286,625   $ 1,287          (287)       -        -    ($151,846)

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

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

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

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

Common stock issued to employees                            500         -             -        -        -            -

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

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

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

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

Purchase of treasury stock at cost                            -         -             -        -        -            -

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

                                                      ----------  --------  ------------  ------  -------  ------------
Balance, December 31, 1998                            2,338,656   $ 2,338   $   925,987        -        -    ($891,820)
                                                      ----------  --------  ------------  ------  -------  ------------

Equity financing - issuance of common stock for cash  1,058,005     1,058     1,659,817        -        -            -

Issuance of common stock in exchange for
  consulting and other professional services            769,459       770     1,237,735        -        -            -

Issuance of common stock acquisition of Immmu and
  Imcel. To be returned per rescission agreement.       235,000       235       925,077        -        -            -

Issuance of common stock to employees                   150,358       150        95,247        -        -            -

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

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

Issuance of common stock held in escrow to
  secure loan                                            23,000        23       199,790        -        -            -

Issuance of common stock for debt repayment              24,500        25       168,006        -        -            -

Repurchase of treasury stock at cost                          -         -             -        -        -            -

Issuance of Preferred Stock                                   -         -     1,874,901   15,000      150     (375,011)

Net Loss, year to date as of September 30, 1999               -         -             -        -        -   (3,103,791)

                                                      ----------  --------  ------------  ------  -------  ------------
Balance, September 30, 1999                           4,540,978   $ 4,549   $ 6,936,610   15,000  $   150  ($4,370,622)
                                                      ==========  ========  ============  ======  =======  ============



                                                     Subscriptions   Shares    Treasury
                                                      Receivable    Advanced     Stock         Total
                                                      -----------  ----------  ----------  -------------
<S>                                                   <C>          <C>         <C>         <C>
BALANCE JANUARY 1, 1998                                        -           -           -      ($150,846)

Issuance of common stock for cash                              -           -           -   $    187,800

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

HLHK equity at August 12, 1998                                 -           -           -      ($680,317)

Reclassification pursuant to recapitalization                  -           -           -   $          0

Common stock issued to employees                               -           -           -   $          0

Common stock issued to attorney for services                   -           -           -   $          0

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

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

Compensation to principal stockholder                          -           -           -   $    762,000

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

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

                                                      -----------  ----------  ----------  -------------
Balance, December 31, 1998                                     -           -    ($23,534)  $     12,971
                                                      -----------  ----------  ----------  -------------

Equity financing - issuance of common stock for cash           -           -           -   $  1,660,875

Issuance of common stock in exchange for
  consulting and other professional services            (358,325)          -           -   $    880,180

Issuance of common stock acquisition of Immmu and
  Imcel. To be returned per rescission agreement.              -    (925,312)          -   $          0

Issuance of common stock to employees                          -           -           -   $     95,397

Issuance of convertible debentures                             -           -           -   $    250,000

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

Issuance of common stock held in escrow to
  secure loan                                                  -           -           -   $    199,813

Issuance of common stock for debt repayment                    -           -           -   $    168,031

Repurchase of treasury stock at cost                           -           -    (116,013)     ($116,013)

Issuance of Preferred Stock                                    -           -           -   $  1,500,040

Net Loss, year to date as of September 30, 1999                -           -           -    ($3,103,791)

                                                      -----------  ----------  ----------  -------------
Balance, September 30, 1999                            ($358,325)  ($925,312)  ($139,547)  $  1,147,503
                                                      ===========  ==========  ==========  =============
</TABLE>


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (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.

The  financial  statements  are  presented  without  comparable  1998  quarterly
information.  The  Company  was  not publicly traded in 1998 and systems, though
adequate  to  address  annual  audit  needs,  were  not  in  place  to allow for
extracting  reliable  quarterly  information.

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

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

Nutrition  Cafe charges a monthly membership fee for access to order products at
discounted  prices.  Memberships  are sold on a pay-as-you-go basis in one month
increments.  Members  choose  whether  or  not to continue their membership each
month; no long term agreements are required.  The membership fees are recognized
as  revenue  in  the  month  they are paid. Effective January, 2000, the monthly
membership fees have been eliminated. Management believes the increased revenues
from  allowing  everyone  who  visits  the  site to place orders will offset the
decrease  in  revenue  from  membership  fees.
Revenue  for products ordered 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.


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

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 of this, 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:
            Millennium - related party              $259,558
            Cash from rescission of IMMMU purchase    50,000
            Stock held in escrow securing loan       199,790
            Other                                      2,930
                                                    --------
                                                    $512,278
                                                    ========

(B)  Accounts  Receivable  -  Other  (Cont'd)
     ----------------------------------------

On  May  26,  1999 the company placed in an escrow account 23,000 shares of its'
common  stock  valued  at $199,790 to secure the loan to acquire Ice Cold Water,
Inc.  (See  note 7B)  The shares will be returned to authorized when the loan is
satisfied.

The receivable from Millennium represents cash advances to an affiliated company
during  the  year.  The  balance  at  December  31,  1999  is  $156,212.

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

        Components of inventory are as follows:
          Finished Goods                         $320,296
          Product Components                       56,974
                                                 --------
                   Total                         $377,270
                                                 ========

The  Company  performs  periodic 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.


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)


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

(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 has contracted with an outside software development firm to develop
software that runs the website for Nutrition Caf . All costs associated with the
development  of  the  software  have been capitalized while any costs associated
with  content  have  been  expensed.


NOTE  3  -  ACQUISITION  OF  BUILDING
-------------------------------------

On  July  30,  1999  the  Company  exercised its option to purchase the facility
located  at  2555 Blackburn Street, Clearwater, FL for $1,200,000.  The property
is used as the sales, storage and distribution facility for Nutrition Caf , Inc.
The  funds  were  raised  through the sale of 15,000 shares of Class A Preferred
Stock  and  223,681  warrants  to  purchase  common  stock.  (See  Note  6)

NOTE  4  -  WCW  LICENSE  AGREEMENT
-----------------------------------

On  June  2, 1999 the Company signed a license agreement with World Championship
Wrestling,  Inc (WCW) to utilize certain names, likeness, characters, trademarks
and/or copyrights in connection with the manufacture, distribution, advertising,
promotion  and  sale  of  certain  articles  of  merchandise.

The  license  extends  through  December  2002.  The  agreement  includes  a
non-refundable advance of $50,000 which, has been capitalized as prepaid expense
and will be amortized over the  life  of  the agreement.  Terms of the agreement
include  a  royalty  payment  of  6% of net sales with the following guarantees:

$100,000    Due No Later Than  12-31-99
$100,000    Due No Later Than   6-30-00
$100,000    Due No Later Than   9-30-00
$100,000    Due No Later Than  12-31-00
$100,000    Due No Later Than   6-30-01


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

NOTE  5  -  CONVERTIBLE  DEBENTURE
----------------------------------

On  June  14,  1999  the  Company issued $1,000,000 in Convertible Debentures in
exchange  for  $1,000,000  in  cash.  The agreement, which contains a beneficial
conversion  feature,  stipulates  that the debentures may be converted as of the
closing date at the lower of $8.50 or 80% of the fair market value of the common
stock  on
the conversion date resulting in the recognition of $250,000 interest expense at
closing.

The Company accounts for the debentures in accordance with EITF 98-5 "Accounting
for  Convertible  Securities with Beneficial Conversion Features or Contingently
Adjustable  Conversion Ratios." Accordingly, the Company has allocated a portion
of  the  proceeds  to additional paid-in capital equal to the intrinsic value of
the features as computed on the commitment date, resulting in recognition on the
closing  date  of  $250,000  interest  expense.


NOTE  6  -  EQUITY  TRANSACTIONS
--------------------------------

Sale  of  Preferred  Stock  and  Warrants

On  July  13,  1999  we issued 155,000 restricted shares of our common stock for
$4.00  each  to  Aryeh  Trading.  Under this agreement, the Company is obligated
repurchase  these  shares  for  $8.25  each  with  a  $0.25  per share per month
increase  in  price  pursuant  to  an  escalation clause in the agreement. 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 not involve a public offering.

The  following  shares  were  issued  in  consideration  other  than  cash:

Pursuant  to various agreements we issued the following shares of our restricted
common  stock:

On  July  7,  1999,  we issued 10,000 shares of our common stock in exchange for
Legal  Services  rendered  for  the  Company. On July 19, 1999, we issued 30,000
shares of our common stock for consulting services rendered to the Company.   In
July  1999  we  received  50,000  shares  of  our  common stock from a principal
stockholder  in  exchange  for  $400,000  owed to the company. 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 not
involve  a  public  offering.

On  August  3,  1999, we issued 10,000 share of our common stock in exchange for
Business  Consulting  Services  and  10,000  shares  of  our  common  stock  in
consideration  for  Legal  Services  rendered  to the Company. 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 not
involve  a  public  offering.


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

The  aforementioned issuances and sales were made in reliance upon the exemption
from  registration  contained  in Section 4(2) of the Act. The purchasers of the
securities  described  above  acquired them for their own account and not with a
view  to  any  distribution  thereof  to  the public. The shares which have been
issued  pursuant  to  Section 4(2), bear legends stating that the securities may
not  be  offered,  sold  or  transferred  other  than  pursuant  to an effective
Registration  Statement  under  the  Act, or an exemption from such registration
requirements.  The  Registrant  will  place  stop transfer instructions with its
transfer  agent  with  respect  to  all  such  securities.

The  Company entered into several consulting agreements with various individuals
whereby  the  Company  was  to  be provided with advice with regard to corporate
strategy  and  business  development  including  targeting  of acquisitions. The
Company  advanced the consultants 490,000 shares in 1999 but minimal services as
anticipated  in the consulting agreements were performed in 1999 and no services
were  performed  in  1998.  Therefore on June 30, 1999 the consulting agreements
were  rescinded and the Company offered the consultants the restricted shares at
a  price  of $0.25 per share resulting in a subscription receivable. The Company
expects  to  receive  the  payment  in  the  form of invoices for prior services
rendered  under  the  rescinded  consulting  agreements.  As of the date of this
report  invoices for $15,625 has been received. When an invoice is received, the
Company  recognizes  consulting  expense for all shares issued based on the fair
market  value  of  the  stock  on  the  grant  date.

In  July 1999, we issued 15,000 Class A convertible preferred shares and 223,881
warrants.  Cranshire  Capital  purchased  5,000  preferred  shares  and  74,627
warrants  for  consideration of $300,010.  Dotcom Fund purchased 3,000 preferred
shares  and  44,776  warrants  for consideration of $500,010. Keyway Investments
purchased  5,000  preferred  shares  and  74,627  warrants  for $500,010. Robert
Productions,  Inc.  purchased  2,000  preferred  shares  for  consideration  of
$200,010.  The  warrants  are  exercisable at any time until July 16, 2002 at an
exercise price of $10.00 per warrant. The Company relied upon the exemption from
registration  provided  in Section 4(2) of the Act. We believed section 4(2) was
available  for  the  issuance of the preferred shares and warrants because there
was  no general solicitation or advertising used in connection with the offering
and the transaction did not involve a public offering. As a result of accounting
for  the  beneficial conversion feature, the Company charged a $375,011 dividend
to  retained  earnings  on  the  issuance  date.  (See  Note  3)

During  the  period ended September 30, 1999 the Company issued 108,000 warrants
(i.e.,  stock options) to certain consultants and other service providers of the
Company.

The  Company applies SFAS 123 for warrants and options issued to consultants and
other  service  providers.  For  financial statement disclosure purposes and for
purposes  of  valuing  these  stock options, the fair market value of each stock
option  granted  was  estimated  on  the  date  of grant using the Black-Scholes
Option-Pricing  Model  in  accordance  with  SFAS  123  using  the  following
weighted-average  assumptions:  expected  dividend  yield 0%, risk-free interest
rate  of  5.3%,  volatility  70%  and  expected  term of one year.  Accordingly,
professional  and  consulting  fees  of


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)



$413,780  was charged to operations in 1999.  The deferred tax asset of $140,685
resulting from the professional and consulting fees of $413,780 was fully offset
by  a  valuation  allowance  at  December  31,  1999.

A  summary  of  the  options  issued  to consultants as of September 30, 1999 is
presented  below:

<TABLE>
<CAPTION>
                                        Number of  Weighted Average
                                         Options    Exercise Price
                                        ---------  -----------------
<S>                                     <C>        <C>
Stock Options

Balance at beginning of period                  -  $               -
Granted                                   108,000  $            4.55
Exercised                                       -                  -
Forfeited                                       -  $               -

                                        ---------  -----------------
Balance at end of period                  108,000  $            4.55
                                        =========  =================

Options exercisable at end of period      108,000  $            4.55

Weighted average fair value of options
 granted during the period                108,000  $            3.83
</TABLE>

The  following  table  summarizes information about stock options outstanding at
September  30,  1999:

<TABLE>
<CAPTION>
                   Options Outstanding                Options Exercisable
---------------------------------------------------------------------------
                 Number       Weighted
               Outstanding     Average    Weighted      Number     Weighted
Range Of           At         Remaining    Average   Exercisable    Average
Exercise      September 30,  Contractual  Exercise   At September  Exercise
Price             1999          Life        Price      30, 1999      Price
<S>           <C>            <C>          <C>        <C>           <C>

$       4.00         68,000   0.67 Years  $    4.00        68,000  $    4.00
$4.00 - 7.00         40,000   0.46 Years  $    5.50        40,000  $    5.50
              -------------               -----------------------
                    108,000   0.59 Years  $    4.55       108,000  $    4.55
              =============                          ============
</TABLE>

NOTE  7  -  ACQUISITIONS
------------------------

(A)     Acquisitions  of  Subsidiaries  and  Subsequent  Rescission
        ----------------------------------------------------------

On  March  18,  1999  the  Company  acquired  IMMMU,  Inc.  ("IMMMU") and IMMCEL
Pharmaceuticals,  Inc.  ("IMMCEL"),  two  companies  related  through  common
stockholders,  in  a transaction accounted for as a purchase. Under terms of the
agreement,  235,000 shares of the Company's common stock, $50,000 in cash and an
option  agreement  for  shares  of


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited


the  Company's  common stock exercisable based on stipulated Company performance
criteria  were  exchanged for all of the issued and outstanding capital stock of
IMMMU and IMMCEL.  Subsequently, the Company entered into a rescission agreement
of  the  purchase.  Activity  from  IMMMU  and  IMMCEL  are  not  part  of these
consolidated statements.  The common stock shares are recorded as "Common Shares
Advanced"  and  deducted  from stockholder equity and the $50,000 is recorded in
Accounts  Receivable  -  Other.  The  Company  incurred  a  loss of $94,225 from
operating  the  companies during 1999 which is recorded in Accounts Receivable -
Other  with  a  reserve  for  100%  recorded  as  bad  debt.

(B)     Asset  Accumulation
        -------------------

On  May 24, 1999 the Company acquired certain assets of Ice Cold Water Co., Inc.
("ICW")  including  certain  receivables,  inventory,  property and equipment, a
customer  list and the name "Ice Cold Water" and all other intellectual property
rights  associated  with  the  name.  Under  terms of the agreement, the Company
acquired  the  assets for $20,000 in cash and a $100,000 promissory note at 8.5%
per  annum  which  is  due  in four monthly installments of $25,000 plus accrued
interest,  commencing June 10, 1999. 23,000 shares of the Company's common stock
were  reserved in an escrow account to be released to ICW in the case of default
of  payments.  The  Company  then  formed a new subsidiary, The Cooler Group and
transferred these assets into it. A balance of $30,406 remains outstanding as of
September  30,  1999.

NOTE  8  -  LITIGATION
----------------------

In 1999 the Company initiated a legal proceeding against a former major customer
to  collect  amounts  receivable  from  that  customer aggregating approximately
$535,000 at December 31, 1998.  Such receivable related to products sold to that
customer  during  1998  that were voluntarily recalled by the Company, but never
returned by the customer. As of December 31, 1998, it was management's assertion
with  regard  to  this  matter  that since the product was never returned to the
Company,  and  is  believed  to  have  been resold by the customer, a successful
outcome  in favor of the Company was possible. The Company has therefore written
off  $267,240  or fifty percent of the total receivable as of December 31, 1998.
Subsequent to the date of these financial statements, management does not expect
to  receive any further payments of this customer and therefore decided to write
off  the  balance  reduced  by  payments  received  during  January,  1999.


In  early  1999,  pursuant  to  a  voluntary  arrangement with the Food and Drug
Administration, the Company's product, Revivarant, was recalled and removed from
sale.  Since  the time of the recall, the Company has been subject to five known
lawsuits and an additional three consumer-protection claims relating to consumer
use  of  the  product.  As  of  the  date  of  this report, only one lawsuit has
specified  a  dollar  amount,  that  being, $400,000 of compensatory damages and
$350,000  of punitive damages.  All lawsuits have been referred by management to
the  insurance carrier of our third party manufacturer, however, the Company has
received  notice  from  the  insurance  carrier  denying all claims.  Management
intends  to  contest  the claim denials.  The Company obtained its own insurance
policy in May 1999 and believes it would not be covered under its own policy for
these  prior



<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

occurrences.  With  regard to any punitive damage claims, the Company intends to
vigorously
oppose  any factual basis for imposition of punitive damages based upon research
and  efforts  made  prior  to  the  distribution  of  the  Revivarant product to
determine  its  safety.  The  Company's management and outside legal counsel are
unable  to  evaluate  and  determine the likely outcome of each cause of action.
Accordingly,  pursuant to the Financial Accounting Standards Board, Statement of
Financial  Accounting  Standards  No.  5, no liabilities have been accrued as of
September  30,  1999  relating  to  the  above  matters.  Any future liabilities
required  to  be  recorded  pursuant  to  SFAS  5  will be recorded gross of any
expected  insurance recovery pursuant to SAB5:Y. The above litigation related to
Revivarant may have an adverse effect on the Company's results of operations and
financial  condition.

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.  Discovery is
beginning  and  no  opinion  is  available  as  to  the  likely  result.

The  Company  is  subject  to  a  cause  of  action seeking damages and specific
performance of an agreement to purchase stock.  The Agreement called for certain
shares  of  stock  to  be  sold  pursuant  to a letter agreement.  The Complaint
contains  seven  counts  alleging  cause  of  action  for  specific performance,
equitable  relief,  fraud,  civil theft damages, and lost profits.  Discovery is
beginning  and settlement discussions have been on going.  The Company is unable
to  assess  the  likely  outcome  of  this  suit  at  this  time.

An  action  has  been  commenced  against  the  Company,  by  a former principal
stockholder,  and  other  parties  alleging  that 600,000 shares of the Company,
previously  owned  by the former principal stockholder, were improperly canceled
by  the  Company  while still validly owned by the Plaintiff.  The Plaintiff has
demanded the removal of the stop transfer order from their share certificates or
alternatively  the  Company  re-issue  new  share  certificates. The action also
alleges  a  consulting  agreement  for  which  the  Company has not tendered the
required  consideration  of  270,000  shares of the Company's common stock.  The
action  also  seeks  $100,000  for  breach  of fiduciary duty and $10,000,000 in
punitive  damages.  An  adverse  judgment  may  have  an  adverse  affect on the
Company's  results  of  operations  and  financial  condition.

A  lawsuit  filed  against  the  Company, its Chief Executive Officer, principal
stockholder  and  certain  affiliates  demanding  an  excess  of  $790,000  in
compensatory  and  punitive  damages,  alleges  that the plaintiff had purchased
approximately  22,000  shares  of  the  Company's common stock for approximately
$77,000,  but  has  not  received  the  same.  As  of  May  3,  2000  settlement
negotiations  are  ongoing.  An  adverse judgment of this litigation may have an
adverse  effect  on the Company's results of operations and financial condition.


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

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,  1999.  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.


NOTE  9  -  SUBSEQUENT  EVENTS
------------------------------

A.     Contributed  Capital

On February 1, 2000 Michael Muzio contributed 500,000 shares of restricted stock
to  the Company. The shares were valued at the $7.50 based on the quoted trading
price  on  the  date  of  contribution.

B.  Acquisition  of  Nutrition  Clubstores,  Inc.

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.  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 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  28, 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  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.  We believe the acquisition of Nutrition Clubstores will
have an immediate positive impact on the Company's cashflows and revenue stream.
Prior  to  our  acquisition,  Nutrition  Clubstores  had  a negative cashflow of
approximately $10,000 per month. However, during our analysis of the company, we
identified  several  areas  where  we  believe  they  were  operating


<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                            As of September 30, 1999
                                   (Unaudited)

inefficiently  and  implemented these changes immediately upon closing the deal.
Based  on  our  changes  Nutrition  Clubstores  had  a  positive  cashflow  of
approximately  $5,000  for  the  eleven  days  we  owned  it  in March.  We have
continued  to  implement  other  cost  cutting  measures including promoting our
products  in  each  location  to  increase  margins  and  further changes to the
management  structure  in  each  location  which should continue to increase the
positive  cashflow  each  month.

C.  Convertible  Debenture.


On  April  25,  2000  the Company entered into a convertible debenture agreement
with  Gibralt  U.S.,  Inc.  a  Colorado Corporation and FAC Enterprises, Inc.  a
Pennsylvania  Corporation  for  a  total  of  $3,000,000  due July 13, 2001 with
interest  at  12%.  The  proceeds  will  be  used  to  open additional Nutrition
Clubstores  and  produce  and  air the commercial spots for our WCW Ultra Energy
Bars.  On  April  28,  2000  the  first  $1,000,000  was  wired  to our account.



<PAGE>
TRIMFAST  GROUP,  INC.

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

FINANCIAL  STATEMENT  PRESENTATION


The  September  30,  1999interim  financial  statements  are  presented  without
comparable  1998  quarterly information. We were not publicly traded in 1998 and
systems,  though  adequate  to  address annual audit needs, were not in place to
allow  for  extracting  reliable  quarterly  information.  We have presented the
comparison  with  adjustments  from  the  year  end  1998  numbers.


RESULTS  OF  OPERATIONS.

December  31,  1997  and  1998  as  compared  to  September  30,  1999

Sales  for the nine months ended September 30, 1999 were $581,337 as compared to
$1,925,332  for  the  year  ended  December  31,  1998  ($1,443,999  adjusted
proportionately  for  the nine months ended September 30, 1998 and $22,338 as of
December  31,  1997).  The  significant  decline  in  sales from 1998 to 1999 is
primarily  attributable to our decision to discontinue the sale of Revivarant, a
muscle  replenishment supplement, which accounted for approximately $1.4 million
of  revenues  during  1998.  This  decision  was  initiated  by an industry wide
investigation  by the Food and Drug Administration into the active ingredient in
Revivarant.


Our salaries and compensation increased from $31,633 in 1997 to $993,773 in 1998
to  $505,372  for  the nine months ended September 30, 1999 for several reasons.
The  1998  amount  included  $762,000 non-cash stock based compensation expense.
Our  1999 salaries include increased expenses of support staff. Specifically, we
added  two  administrative assistants, upgraded our accounting position to Chief
Financial Officer and added a salesman to our staff. In addition, during 1999 we
added two new subsidiaries, Ice Cold Water and Nutrition Cafe, which account for
approximately  40%  of  the  increased salary reported. Moreover, the employment
market  in  Tampa  has  been highly competitive in 1999 resulting in our company
paying  higher wages to all employees to retain and recruit qualified employees.

Management  expected that the introduction of the IMMCEL and IMMMU product lines
would add to revenues. However, customer acceptance proved disappointing and the
prior  owner,  and  key employee refused to honor his contractual commitments to
manage  the  newly  added  subsidiaries.  As  a  result,  we  have rescinded our
agreement  with  the  prior  owners  of  IMMMU  and IMMCEL and will focus on the
expansion  of  our  own  line  of  nutritional supplements. All rights title and
interest  to  the  IMMMU/IMMCEL  product  lines  will revert back to their prior
owners,  all  consideration paid or received will be returned and any profits or
losses generated from the operation on IMMMU and IMMCEL will be allocated to its
prior  owners.  We  recorded  in  the "Receivable - other" account the loss from
operating IMMMU and IMMCEL for the period of time we managed those companies. We
then  recorded  a  100% reserve against the balance at September 30, 1999. As of
December  31,  1999,  the  receivable  and  reserve  balances  were written off.

Management  believes  that a significant boost to its revenues will be generated
from  its  licensing  agreement  with World Championship Wrestling ("WCW"), once
other  wrestling  stars agree to promote our energy bars. We intend to sell high
nutrition,  energy  bars  with  the WCW logo and images of the various wrestling
personalities.  Both  food  brokers  and  retail  stores  have  shown tremendous
interest  in  the  product.  Although  we  have  made  shipments  to  small
retailers,  we  anticipate  that  our shipments to large retailers will commence
with  the  launch  of  our  national  advertising campaign, which is tentatively
scheduled to begin in May. While there can be no assurance that the product will
meet  anticipated  demand,  management  believes that the sale of the WCW energy
bars  will  be  a  significant  source  of  revenues  for  the  Company.

With  the  acquisition,  formation  and  expansion of business activities during
1999,  operating  expenses  increased  significantly.  Salaries and compensation
total  $31,633  and  $983,773  for  the  year  ended  December 31, 1997 and 1998
respectively, as  compared to  $505,372  for the nine months ended September 30,
1999.  New employees had to be hired to handle the increased business activities
of  the  Company.


For  the  nine  months  ended  September  30,  1999,  we  recorded $1,467,900 in
professional  fees.  A  significant  portion of this amount is non-cash expense,
representing  the  issuance of common stock to certain professionals in exchange
for  professional  services.  Management anticipates that professional fees will
decline  significantly  in  the  future.

Selling  general  and  administrative expenses were $92,565 and $423,289 for the
years ended December 31, 1997 and December 31, 1998 respectively, as compared to
$623,451 for the nine months ended September 30, 1999. Approximately $175,000 of
this  increase  was  attributable  to  advertising  for  NutritionCafe.

Approximately  $250,000  of  the interest expense of $354,569 is attributable to
the  intrinsic  value  of  the  convertible  debenture  executed by the Company.


Net  loss  for  the  year ended December 31, 1997 was $151,846. Net loss for the
year  ended  December,  31  1998 was $739,974.  Loss before income taxes for the
year  ended  December  31,  1998  was  $719,374. We have generated a net loss of
$3,478,802 for the nine months ended September 30, 1999 or net loss of $0.87 per
share.


LIQUIDITY  AND  CAPITAL  RESOURCES.

December  31,  1997  &  1998  as  compared  to  September  30,  1999.

Total  cash  and  cash  equivalents  as  of  September 30, 1999 were $100,312 as
compared  to  $120,938  as  of  December 31, 1998 and $17,658 as of December 31,
1997, a decline of approximately 17% from the period ending December 31, 1998 to
the  period  ending  September  30,  1999.

Trade  receivables were $4,889 at December 31, 1997 and $357,889 at December 31,
1998,  including  $267,240 related to Cutting Edge that was subsequently written
off, but declined to $318,407 for the period ending September 30, 1999. Our 1998
trade  receivables  also included $11,745 related to IMMMU and IMMCEL, an amount
for  which we maintained adequate receivables and was fully reserved to cover an
allowance  for  bad  debt.


We recorded $503,839 in bad debt expense in December 1998, $267,240 of which was
due to unknown financial difficulties experienced by Cutting Edge.  The bad debt
expense  of  $267,240  attributable  to  Cutting  Edge  represented  50%  of the
receivable balance due from Cutting Edge at December 31, 1998 and was due to the
Cutting  Edge's  failure  to  return product we sold them.   We recorded the bad
debt expense relating to Cutting Edge in December 1998 and ceased doing business
with  them  at  that  time.  In addition, the  bad  debt  expense was due to the
bankruptcy  of another customer, Dynamic Health Concepts. During 1998 a total of
two  (2)  customers,  Cutting  Edge  and  Dynamic Health Concepts, accounted for
approximately  seventy-two  percent  (72%)  of  our  sales.

Our  decision  to pull Revivarant from the market impacted our short-term income
potential  due  to  the large percent of 1998 revenues from this product. During
1999 we have made several decisions, which we believe will help replace the lost
revenue.  Specifically,  we  developed  our  Max  Impact line of supplements and
packaged  them  in  a  daily  package of three pills each, which are marketed to
convenience  stores.

Additionally,  we  signed  an  agreement  with the WCW to produce and market the
ultra energy bars, which include the likenesses of Hulk Hogan, Bill Goldberg and
Randy  "Macho  Man"  Savage. Additionally, during 1999 we increased our usage of
outside  brokers  for  sales  to  independent  retail  locations and hired sales
personnel  for  direct  marketing  to our target industries. The result of these
changes  has  been  the elimination of our reliance on a few large customers for
our revenue. We believe these changes will position us for increased revenues in
the  near  future.


Inventory  was  $23,699  at December 31, 1997, increased to $188,737 at December
31,  1998  and  to $377,270 at September 30, 1999. This increase in inventory is
attributable  to  the  launch  of  Nutrition  Cafe and the inventory that we are
required  to  carry  to  meet  customer  orders.

Total  current assets were $46,246 at December 31, 1997 and $679,309 at December
31,  1998  and  increased  approximately 40% to $1,308,267 at September 30, 1999

Property  and equipment increased from $5,481 on December 31, 1997 to $33,403 on
December  31, 1998 and to $1,459,270 on September 30, 1999. This increase is due
primarily to our purchase of the facility, which houses our warehouse operations
for  Nutrition  Cafe,  and the equipment purchased to operate this facility. The
$228,705  attributable  to software development represents our investment in the
Nutrition  Cafe  website  software.

We  also  experienced  a  significant  increase in liabilities. Accounts payable
increased from $14,873 on December 31, 1997 to $625,767 on December 31, 1998 and
to  $926,612  on  September  30, 1999. In addition, we issued a convertible debt
instrument  in  the  amount of $1,000,000 in 1999. The proceeds raised from this
debt  offering  were  used  to  purchase  the  warehouse  facility.


<PAGE>

Management  believes  that  we  have  sufficient revenue and reserves to finance
ongoing  business  activities for the 12 months ending March 31, 2001.  However,
any  judgment  or claim in favor of a claimant regarding Revivarant could have a
materially  adverse effect on our operations, including that we may be unable to
continue  in  business.



Part  II.  Other  Information

      Item  6  Exhibits

      Exhibit  27

                                   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  Muzio
----------------------------
BY:  Michael  Muzio,  President

Dated:  This  5th  day  of  June,  2000


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