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<SUBMISSION>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
				          AMENDMENT #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:     June  30,  2000

     CLASS                              Outstanding at June 30, 2000
----------------------------            ----------------------------
Common stock $.001 Par Value                     5,049,182

<PAGE>
TRIMFAST  GROUP,  INC.  AND  SUBSIDIARIES

PART  I:         FINANCIAL  INFORMATION                                     PAGE
                                                                            ----

          Accountants  Review  Report                                          3

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

          Consolidated  Statements  of  Operations  for
          One  Year  Ending  December  31,  1999  (Audited)
          and  the  Three  and  Six  Month  Periods  Ending
          June  30,  2000  and  1999  (Unaudited)                              5

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

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

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

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

PART II.         OTHER  INFORMATION  AND  SIGNATURES

          Signatures

<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

August  28,  2000

Trimfast  Group,  Inc.
Tampa,  Fl.  33602

Gentlemen,

We  have  reviewed  the accompanying balance sheet of Trimfast Group, Inc. as of
June  30, 2000, and the related statements of income, retained earnings and cash
flows  for the three and six months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  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.

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

John  P.  Semmens  CPA

<PAGE>

                                                      TRIMFAST GROUP, INC.
                                               INTERIM CONSOLIDATED BALANCE SHEET
                            AS OF DECEMBER 31, 1999 (AUDITED) AND JUNE 30, 1999 AND 2000 (UNAUDITED)

                                               ASSETS
                                               ------
CURRENT ASSETS
                                                                            DECEMBER 31, 1999    JUNE 30, 1999    JUNE 30, 2000
                                                                                (AUDITED)         (UNAUDITED)      (UNAUDITED)
                                                                           -------------------  ---------------  ---------------

  Cash                                                                     $           35,858   $    1,060,975   $       10,902
  Short-term investments                                                                8,406   $       20,297   $            0
  Accounts Receivable- Trade                                                           88,281          295,618          131,483
  Accounts Receivable- Other                                                          279,250           80,988          286,441
  Inventory                                                                           281,313          126,501          477,969
                                                                           -------------------  ---------------  ---------------
     Total Current Assets                                                             693,108        1,584,379          906,795

PROPERTY AND EQUIPMENT - NET                                                        1,417,381          246,806        1,768,498
OTHER ASSETS
  Prepaid expenses                                                                     42,857                0           34,884
  Deposits                                                                             15,200           10,619          115,985
  Other long term investments                                                               0                0        5,968,750
  Cash surrender value of life insurance                                               12,636            8,107           12,636
  Software - Net                                                                      210,814           40,000          213,355
  Goodwill - Net                                                                       52,754           58,616        2,619,234
                                                                           -------------------  ---------------  ---------------
     Total Other Assets                                                               334,261          117,342        8,964,844
                                                                           -------------------  ---------------  ---------------
TOTAL ASSETS                                                               $        2,444,750   $    1,948,527   $   11,640,137
                                                                           ===================  ===============  ===============

                                        LIABILITIES AND STOCKHOLDERS' EQUITY
                                        ------------------------------------
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                    $          718,362   $      751,359   $    1,051,294
  Income taxes payable                                                                 20,600           20,600           20,600
  Notes and loans payable                                                             218,675          123,475          780,613
  Preferred stock redemption payable                                                        0                0        1,875,000
  Stock Repurchase Commitment                                                       1,317,500                0        1,550,000
  Convertible debentures                                                            1,000,000        1,000,000        2,000,000
                                                                           -------------------  ---------------  ---------------
     Total Current Liabilities                                                      3,275,137        1,895,434        7,277,506
LONG TERM LIABILITIES
  Notes and loans payable                                                                   0                0           63,718
                                                                           -------------------  ---------------  ---------------
     Total Long Term Liabilities                                                            0                0           63,718
                                                                           -------------------  ---------------  ---------------
TOTAL LIABILITIES                                                                   3,275,137        1,895,434        7,341,224
                                                                           -------------------  ---------------  ---------------

STOCKHOLDERS' EQUITY
  Preferred Stock, Class A, $0.01 par value; 20,000,000 shares authorized
   0, 15,000 and 15,000 shares issued and outstanding as of June 30,
  1999,  December 31, 1999 and June 30, 2000 respectively                                 150                0              150
  Preferred Stock, Class B, $0.01 par value;
    20,000,000 shares authorized; none issued and outstanding                               0                0                0
  Common Stock, $0.001 par value; 100,000,000 shares authorized
  4,501,682;  4,620,620 and 5,049,182 shares issued and outstanding as of
    December 31, 1999, June 30, 1999 and June 30, 2000 respectively                     4,501            4,621            5,049
  Common Stock to be issued (20,000 shares) as of December 31, 1999
    and June 30, 2000 and 0 as of June 30, 1999                                            20                0               20
  Additional Paid-in capital                                                        9,399,109        3,068,777       16,301,215

  Accumulated deficit                                                              (9,646,805)      (3,020,305)     (11,441,896)
  Other comprehensive loss                                                            (21,737)               0                0
  Less common stock subscriptions receivable                                          (90,625)               0          (90,625)
  Less common stock shares issued as security deposit                                (475,000)               0         (475,000)
                                                                           -------------------  ---------------  ---------------
     Total Stockholders' Equity                                                      (830,387)          53,093        4,298,913
                                                                           -------------------  ---------------  ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $        2,444,750   $    1,948,527   $   11,640,137
                                                                           ===================  ===============  ===============

<PAGE>

                                                   TRIMFAST GROUP, INC.
                                       INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                                    FOR THE ONE YEAR ENDED DECEMBER 31, 1999 (AUDITED)
                          AND THE THREE AND SIX MONTHS ENDED   JUNE 30, 1999 AND 2000 (UNAUDITED)

                                                        FOR THE ONE YEAR     FOR THE THREE MONTHS ENDED
                                                        DECEMBER 31, 1999   JUNE 30, 1999   JUNE 30, 2000   JUNE 30, 1999
                                                            (AUDITED)        (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
                                                        ------------------  --------------  --------------  --------------

NET SALES                                                         631,388         161,034         593,132         374,136

COST OF SALES                                                     396,072         141,848         708,006         303,378
                                                        ------------------  --------------  --------------  --------------

GROSS PROFIT                                                      235,316          19,186        (114,874)         70,758
                                                        ------------------  --------------  --------------  --------------

OPERATING EXPENSES

  Salaries and other compensation                               1,094,575         178,869         336,410         264,183
  Commissions                                                       5,235             765         152,965           2,565
  Depreciation and amortization                                    78,211           5,256          66,302           8,369
  Professional fees                                             5,513,080       1,183,291          88,144       1,435,589
  Bad debt expense                                                293,977               0           6,040               0
  Selling, general and administrative expenses                    975,931         312,334         372,981         388,868
  Travel and entertainment                                        149,908          75,280          26,365          78,008
                                                        ------------------  --------------  --------------  --------------
        Total Operating Expenses                                8,110,917       1,755,794       1,049,206       2,177,583
                                                        ------------------  --------------  --------------  --------------

INCOME FROM OPERATIONS                                         (7,875,601)     (1,736,609)     (1,164,080)     (2,106,825)
                                                        ------------------  --------------  --------------  --------------

OTHER INCOME (EXPENSE)
  Realized gain on sale of trading securities - net                (1,957)              0               0               0
  Unrealized gain on sale of trading securities - net             (21,737)              0               0               0
  Gain on sale of equipment                                         2,250               0               0               0
  Write-off of leasehold improvements                              (2,476)              0               0               0
  Interest expense                                               (302,408)              0               0               0
                                                        ------------------  --------------  --------------  --------------
        Total Other Income (Expense)                             (326,328)              0               0               0
                                                        ------------------  --------------  --------------  --------------

                                                        ------------------  --------------  --------------  --------------
NET INCOME/ (LOSS)                                             (8,201,929)     (1,736,609)     (1,164,080)     (2,106,825)
                                                        ==================  ==============  ==============  ==============
EXTRAORDINARY ITEM
  Loss on extinguishment of debt                                 (150,979)              0               0               0
  Loss on repurchase commitment
                                                                        0               0         116,250               0
                                                        ------------------  --------------  --------------  --------------
NET LOSS                                                       (8,352,908)     (1,736,609)     (1,280,330)     (2,106,825)
                                                        ==================  ==============  ==============  ==============

NET LOSS PER COMMON SHARE -
 BASIC AND DILUTETD                                                 (2.02)          (0.40)          (0.25)          (0.56)

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - BASIC AND DILUTED                        4,119,893       4,370,977       5,091,934       3,751,859

                                                 FOR THE SIX MONTHS ENDED
                                                        JUNE 30, 2000
                                                         (UNAUDITED)
                                                        --------------

NET SALES                                                     814,298

COST OF SALES                                                 827,077
                                                        --------------

GROSS PROFIT                                                  (12,779)
                                                        --------------

OPERATING EXPENSES

  Salaries and other compensation                             486,490
  Commissions                                                 154,850
  Depreciation and amortization                               101,174
  Professional fees                                           211,057
  Bad debt expense                                              6,040
  Selling, general and administrative expenses                525,465
  Travel and entertainment                                     94,930
                                                        --------------
        Total Operating Expenses                            1,580,005
                                                        --------------

                                                        --------------
INCOME FROM OPERATIONS                                     (1,592,784)
                                                        --------------

OTHER INCOME (EXPENSE)
  Realized gain on sale of trading securities - net            (7,776)
  Unrealized gain on sale of trading securities - net               0
  Gain on sale of equipment                                         0
  Write-off of leasehold improvements                               0
  Interest expense                                                  0
                                                        --------------
        Total Other Income (Expense)                           (7,776)
                                                        --------------

                                                        --------------
NET INCOME/ (LOSS)                                         (1,600,560)
                                                        ==============
EXTRAORDINARY ITEM
  Loss on extinguishment of debt                                    0
  Loss on repurchase commitment                              (232,500)
                                                        --------------
NET LOSS                                                   (1,833,060)
                                                        ==============

NET LOSS PER COMMON SHARE -
 BASIC AND DILUTETD                                             (0.38)

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - BASIC AND DILUTED                     4,857,514

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

                                  TRIMFAST GROUP, INC.
                      INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 2000  (UNAUDITED)

                                                            FOR THE SIX MONTHS ENDED
                                                         JUNE 30, 1999   JUNE 30, 2000
                                                          (UNAUDITED)     (UNAUDITED)
                                                         --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                         (2,106,825)     (1,833,060)
  Adjustments to reconcile net income (loss)
    to net cash flows from operating activities:
    Depreciation and amortization                                8,369         101,174
    Bad Debt Expense                                                 0           6,040
    Issuance of common stock for professional services       1,312,340          48,750
    Increase in repurchase commitment                                0         232,500
  Changes in operating assets and liabilities
  (Increase) decrease in :
    Accounts receivable                                        (18,717)        (43,202)
    Prepaid expenses                                                 0           7,973
    Inventory                                                   62,236        (196,656)
  Increase (decrease) in :
    Accounts payable and other liabilities                     125,592         332,932
                                                         --------------  --------------
      Total adjustments                                      1,489,820         412,011
                                                         --------------  --------------
  Net cash (used in) provided by operating activities         (617,005)     (1,343,549)
                                                         --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  (Increase) decrease in :
    Short term investments                                      (5,000)          8,406
    Due from employees                                           5,800          (7,191)
    Property and equipment                                    (230,151)       (207,492)
    Due from affiliate                                           5,945               0
    Deposits                                                         0        (100,785)
                                                         --------------  --------------
  Net cash (used in) provided by investing activities         (223,406)       (307,062)
                                                         --------------  --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings                                 1,051,375       1,262,243
    Proceeds from issuance of common stock                     744,370               0
    Due to stockholder/ officer                                      0         363,413
                                                         --------------  --------------
  Net cash provided by (used in) financing activities        1,795,745       1,625,655
                                                         --------------  --------------

CHANGE IN CASH AND CASH EQUIVALENTS                            955,334         (24,956)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                  105,641          35,858
                                                         --------------  --------------

                                                         --------------  --------------
CASH AND CASH EQUIVALENTS - PERIOD END                       1,060,975          10,902
                                                         ==============  ==============

<PAGE>

                                                  TRIMFAST GROUP, INC.
                                 INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                          FOR THE ONE YEAR PERIODS ENDED DECEMBER 31, 1998 AND 1999 (AUDITED)
                                   AND THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)

                                                  COMMON STOCK AND COMMON  ADDITIONAL
                                                     STOCK TO BE ISSUED      PAID-IN  PREFERRED STOCK ISSUED  ACCUMULATED
                                                      SHARES     AMOUNT      CAPITAL     SHARES  AMOUNT         DEFICIT
                                                    ----------  --------  -------------  ------  -------  -------------

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)
                                                    ----------  --------  -------------  ------  -------  -------------

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          918,300   $   918   $  4,744,143        -        -             -

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

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

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

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

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

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

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

Purchase and sale of treasury stock - net                   -         -              -        -        -       (48,803)

Unrealized losses on available-for-sale securities          -         -              -        -        -             -

Commitment to repurchase shares of treasury stock           -         -    ($1,317,500)       -        -             -

Net Loss 1999                                               -         -              -        -        -    (8,331,171)

                                                    ----------  --------  -------------  ------  -------  -------------
Balance, December 31, 1999                          4,521,682   $ 4,521   $  9,399,109   15,000  $   150   ($9,646,805)
                                                    ==========  ========  =============  ======  =======  =============

Issuance of common stock for professional services     10,000   $    10   $     48,740        -        -             -

Reclass converted Preferred stock to liabilities            -         -           -           -        -   ($1,875,000)

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

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

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

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

Long term investment mark to market                         -         -   $  2,218,750        -        -             -

Sale of securities held for sale                            -         -              -        -        -             -

Net Loss as of June 30, 2000                                -         -              -        -        -    (1,833,060)

                                                    ----------  --------  -------------  ------  -------  -------------
Balance June 30, 2000                               5,069,182  $ 5,069   $  16,301,215   $15,000  $ 150   $ 11,441,896
                                                    ==========  ========  =============  ======  =======  =============

                                                                 SHARES ISSUED
                                                  SUBSCRIPTIONS  AS A SECURITY  SHARES   TREASURY
                                                     RECEIVABLE    DEPOSIT    ADVANCED     STOCK         TOTAL
                                                    ------------  ----------  ---------  ----------  -------------

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
                                                    ------------  ----------  ---------  ----------  -------------

Issuance of common stock for cash                             -           -    (90,625)          -   $  1,570,250

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

Issuance of common stock to employees                         -           -          -           -   $    500,180

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

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

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

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

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

Issuance of common stock in exchange for loans                -           -          -           -   $    273,008

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

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

Commitment to repurchase shares of treasury stock             -           -          -           -    ($1,317,500)

Net Loss 1999                                                 -           -          -           -    ($8,331,171)

                                                    ------------  ----------  ---------  ----------  -------------
Balance, December 31, 1999                             ($21,737)  ($475,000)  ($90,625)          -      ($830,387)
                                                    ============  ==========  =========  ==========  =============

Issuance of common stock for professional services            -           -          -           -   $     48,750

Reclass converted Preferred stock to liabilities              -           -          -           -    ($1, 875,000)

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

Return of common stock from cancelled contracts               -           -          -           -   $          0

Securities issued for acquisitioin of Max Muscle              -           -          -           -   $     19,373

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

Long term investment mark to market                           -           -          -           -   $  2,218,750

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

Net Loss as of June 30, 2000                                  -           -          -           -    ($1,833,060)

                                                    ------------  ----------  ---------  ----------  -------------
Balance June 30, 2000                               $         0   ($475,000)  ($90,625)  $       0   $  4, 298,913
                                                    ============  ==========  =========  ==========  =============

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 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.

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 30, 2000
                                   (Unaudited)

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

(A)     Revenue  Recognition  -  (Cont'd)

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    6/30/99    6/30/00
                                          --------    -------    -------
     Millennium  -  related  party        $279,250    $28,058   $281,251
     Due  from  Immmu/Immcel                     0    $50,000          0
     Other                                       0          0      5,190
                                          --------    -------   --------
                                          $279,250    $77,425   $286,441
                                          ========    =======   ========

The receivable from Millennium represents cash advances to an affiliated company
during  the  year.

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

Components of inventory are as follows:  12/31/99    6/30/99    6/30/00
                                         --------    -------    -------

     Finished  Goods                     $224,784   $125,410   $445,375
     Product  Components                   56,529      1,091     32,594
                                         --------   --------   --------
          Total                          $281,313   $126,501   $477,969
                                         ========   ========   ========

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.

(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.

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 30, 2000
                                   (Unaudited)

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

(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 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 4 (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
connection  with  the  offering  and  the  transaction  did not involve a public
offering.

B.  Convertible  Debenture.

On April 25, 2000 the Company entered into a convertible debenture agreement 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 we received
the  first  $1,000,000.

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 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, 2000.  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)

NOTE  4  -  ACQUISITIONS
------------------------

(A) -  Nutrition  Clubstores

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.

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 30, 2000
                                   (Unaudited)

NOTE  5  -  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.

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. On  May 3, 2000 plaintiff offered to
settle this matter whereby he would accept $95,750 and 20,000 shares of TrimFast
Group,  Inc.  common  stock. In addition, the settlement offer provides that the
parties  will  enter  into  a  joint stipulation for dismissal of the action and
execution  of  a  general  release.  On July 31, 2000 the parties signed a joint
stipulation  for  dismissal with prejudice order releasing all claims based on a
settlement  that  was  reached.  The case was settled by Mr. Muzio and Mr. Goelo
personally,  and  has  no  impact  on  the  Company.

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 June 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. We have instructed our attorney to
accept  the  settlement and anticipate the resolution of this case during August
2000.

<PAGE>
                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                               As of June 30, 2000
                                   (Unaudited)

NOTE  5  -  LITIGATION  (Cont'd)
--------------------------------

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.

NOTE  6  -  SUBSEQUENT  EVENTS
------------------------------

On  July 21, 2000 the Company entered into a settlement with Slim-fast Foods Co.
on  their  claim  of  patent  infringement.  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.

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.

<PAGE>
TRIMFAST  GROUP,  INC.

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

FINANCIAL  STATEMENT  PRESENTATION

RESULTS  OF  OPERATIONS.

June  30,  2000  as  compared  to  June  30,  1999

Sales  for  the  six  months  ended  June  30, 2000 were $814,298 as compared to
$374,136  for  six  months  ended  June  30,  1999. Cost of sales increased from
$303,378  as  of June 30, 1999 to $827,077 as of June 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. We also reduced
prices  to  help  make  room  for  our  own line of products which we anticipate
introducing  during  August  2000.

Our  salaries  and compensation increased from $264,183 for the six months ended
June  30,  1999  to  $486,490 for the six months ended June 30, 2000 for several
reasons.  The  1999  balance  does  not include a full 3 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 June 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,  however,  it  took  several  months to fully
implement our plan.  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  six  months  ended  June  30,  2000,  we  recorded  $211,057  in
professional  fees  as compared to $ 1,435,589 for the six months ended June 30,
1999.  Approximately  $50,000  represents  non-cash  issuance of common stock in
exchange  for  legal services related to SEC filings. Approximately $60,000 were
for  legal  fees  associated  with  various lawsuits. Approximately $75,000 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.

Selling  general  and  administrative  expenses  were  $525,465 and $388,981 for
the  six  months  ended  June  30,  2000  and 1999 respectively. The increase is
related  to  the  additional  locations  associated  with  Nutrition Clubstores.

Net  loss  for  the  six  months  ended  June 30, 2000 was $1,833,060.  Net loss
for  the  six  months  ended  March,  31  1999  was  $2,106,825.

<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES.

June  30,  2000  as  compared  to  June  30,  1999

Total  cash  and  cash  equivalents  as  of  June  30,  2000  were  $10,902  as
compared  to  $1,060,975  as  of  June  30,  1999. The June 1999 cash balance is
artificially inflated as a result of the convertible debenture proceeds that had
just  been  received  prior  to  the  report  date.

Trade  receivables were $131,483 as of June 30, 2000 and $295,618 as of June 30,
1999  including  $267,240  related  to  Cutting  Edge  that  was  written off in
December  1999.

Inventory  as  of  June 30, 2000 was $477,969 as compared to $126,501 as of June
30,  1999. The large increase in inventory is attributable  to  the  acquisition
of  Nutrition  Clubstores,  the  build  up in inventory for Nutrition Cafe  which
opened  in  June  1999  and  was not fully stocked with inventory as of June 30,
1999.  Additionally,  the  June 2000 inventory balance includes an adjustment to
reduce inventory by approximately $175,000 from that reported for March 31, 2000
based  on  the  audited  financial  statements we received in June. Goodwill was
increased to offset the inventory reduction until final resolution of the entire
financial  statements  can be completed and an adjusted purchase price is agreed
upon.

Total  current  assets  were  $906,795  as of June 30, 2000 and $1,584,379 as of
June  30, 1999 the change is related to the increase in inventory and decline in
trade  receivables  and  cash  as  discussed  above.

Property  and  equipment  increased from $246,806 on June 30, 1999 to $1,768,498
on  June  30,  2000.  The  largest  asset  we  acquired is the building used for
Nutrition  Cafe  and  warehouse  facility  and the assets acquired with Nutrition
Clubstores.  To  a lesser amount, the increase is the result of assets purchased
to  run  Nutrition  Cafe  and  the  Cooler  Group.

We  also  experienced  a  significant  increase in liabilities. Accounts payable
increased  from  $751,359  on  June 30, 1999 to $1,051,294 on June 30, 2000. The
large  increase  is  the result of our acquisition of Nutrition Clubstores which
had  approximately  $300,000  in  outstanding  payables  as  of  June  30, 2000.

Management  believes  that  we  have  sufficient revenue and reserves to finance
ongoing  business  activities.

<PAGE>
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/  John Troy
----------------------------------------------
By:  John Troy,  CFO

Dated:  This   29 th  day  of  August,  2000
              ------

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>     EX-27
<TEXT>
<ARTICLE> 5
<MULTIPLIER> 1

<PERIOD-TYPE>                           4-MOS
<FISCAL-YEAR-END>                       DEC-31-2000
<PERIOD-START>                          JAN-01-2000
<PERIOD-END>                            JUN-30-2000
<CASH>                                      10,902
<SECURITIES>                             3,750,000
<RECEIVABLES>                              588,199
<ALLOWANCES>                                (6,770)
<INVENTORY>                                477,969
<CURRENT-ASSETS>                         4,820,300
<PP&E>                           4,791,197
<DEPRECIATION>                            (190,110)
<TOTAL-ASSETS>                           9,421,387
<CURRENT-LIABILITIES>                    5,233,724
<BONDS>                                          0
<PREFERRED-MANDATORY>                            0
<PREFERRED>                                    150
<COMMON>                                     5,069
<OTHER-SE>                               4,182,444
<TOTAL-LIABILITY-AND-EQUITY>             9,421,387
<SALES>                                    814,298
<TOTAL-REVENUES>                           814,298
<CGS>                                      827,077
<TOTAL-COSTS>                            1,580,005
<OTHER-EXPENSES>                             7,776
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                               0
<INCOME-PRETAX>                         (1,600,560)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                     (1,600,560)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                           (232,500)
<CHANGES>                                        0
<NET-INCOME>                            (1,833,060)
<EPS-PRIMARY>                                (.380)
<EPS-DILUTED>                                (.380)

</TEXT>
</DOCUMENT>
</SUBMISSION>
```