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                    	           SECURITIES AND EXCHANGE COMMISSION
                         	           WASHINGTON, D.C. 20549

                             	              FORM 10-QSB/A
                             	             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:     March  31,  2000

                     CLASS                              Outstanding  at  March  31,  2000
          - ---------------------------------             ---------------------------------
            Common  stock  $.001  Par  Value                         5,101,682

 TRIMFAST  GROUP,  INC.  AND  SUBSIDIARIES

PART  I:     FINANCIAL  INFORMATION                                                        PAGE

          Accountants Review Report                                                          3

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

          Consolidated  Statements  of  Operations  for
          the  Three  Month  Periods  March  31,  2000
          and  1999  (Unaudited)                                                             5

          Consolidated  Statement  of  Cash  Flows
          for  the  Three  Months  Ended  March  31,  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 Three Months Ended March 31, 2000 (Unaudited)                            7-8

          Notes  to  Consolidated  Financial  Statements
          (Unaudited)  as  of  March  31,  2000                                             9-14

          Management  Discussion  and  Analysis  of  Financial
          Condition  and  Results  of  Operations                                           15-17

                 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 March 31, 2000, and the
related statements of income, retained earnings and cashflows  for  the  three  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

                       3

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

									                 ASSETS

CURRENT ASSETS                                             Audited                Unaudited             Unaudited
Accounts Receivable Trade                            December 31, 1999        March 31, 1999        March 31, 2000
                                                     ------------------       ---------------       --------------
Cash                                                        35,858                  363,814                 73,762
Short-term investments                                       8,406                   20,297                      0
Accounts Receivable- Trade                                  88,281                  288,385                117,820
Accounts Receivabe-Other                                   279,250                   77,425                283,291
Inventory                                                  281,313                  195,164                890,751
                                                        -----------               -----------            ------------
 Total Current Assets                                      693,108                  945,164              1,365,624

PROPERTY AND EQUIPMENT - NET                             1,417,381                   30,292              1,762,607

OTHER ASSETS
Prepaid expenses                                            42,857                  29,880                  42,857
Deposits                                                    15,200                  10,619                 115,200
Other long term investments                                      0                       0               3,687,500
Cash surrender value of life insurance                      12,636                   8,107                  12,636
Software - Net                                             210,814                       0                 208,670
Goodwill - Net                                              52,754                       0               2,423,861
                                                         -----------              -----------           ------------
Total Other Assets                                         334,261                  48,606               6,490,725
                                                         -----------              -----------           ------------

TOTAL ASSETS                                             2,444,750               $1,023,983             $9,618,956
                                                         -----------            ------------           -------------
                                                         -----------            ------------           -------------

                                     		LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                     $718,362                 $451,753             $1,060,045
Income taxes payable                                       $20,600                  $20,600                 20,600
Notes and loans payable                                    218,675                   71,600                937,604
Stock repurchase commitment                              1,317,500                        0              1,433,750
Convertible debentures                                   1,000,000                        0              1,000,000
                                                        -----------                  -----------        ------------
  Total Current Liabilities                              3,275,137                  543,953              4,451,999
                                                        -----------                  -----------        ------------

TOTAL LIABILITIES                                        3,275,137                  543,953              4,451,999
                                                        -----------                  -----------        ------------
STOCKHOLDERS' EQUITY
Preferred Stock, Class A, $ 0.01 par value; 20,000,00
shares authorized; 0 and 15,000 shares issued and outstanding
as of March 31, 2000                                           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
4,521,682 and 4,000,870 and 5,101,682 shares issued and outstanding
as of December 31, 1999, March 31, 1999 and March 31, 2000
respectively                                                 4,521                   4,001                  5,101
Additional Paid-in capital                               9,399,109               1,752,783             15,913,529
Accumulated deficit                                     (9,646,805)             (1,253,220)           (10,186,199)
Other comprehensive loss                                   (21,737)
Less cost of Treasury Stock                                                        (23,534)
Less common stock shares issued as security deposit       (475,000)                      0               (475,000)
Less common stock advanced                                 (90,625)                      0                (90,625)
                                                           ----------              ----------            -----------
  Total Stockholders' Equity                              (830,387)                480,030               5,166,956
                                                           ----------              ----------            -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $2,444,750              $1,023,983               $9,618,956
                                                        ------------            -----------              -----------
                                                        ------------            -----------              -----------
						See Accompanying Notes to Consolidated Financial Statements

                4

                                            TRIMFAST GROUP, INC.
                                  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
                               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                                        For the Three            For the Three
                                                         Months Ended            Months Ended
                                                        March 31, 1999          March 31, 2000
                                                       -----------------       ----------------
NET SALES                                                    213,102                225,431

COST OF SALES                                                161,098                112,329
                                                            ---------              ---------
GROSS PROFIT                                                  52,005                113,102
                                                            ---------              ---------
OPERATING EXPENSES

Salaries and other compensation                                85,271               151,314
Commissions                                                     1,800                 1,885
Depreciation and amortization                                   3,113                34,872
Professional fees                                             252,298               122,702
Bad debt expenses
Selling, general and administrative expenses	               76,534               149,130
Travel and entertainment                                        2,729                68,565
                                                            ----------             ---------
  Total Operating Expenses                                    421,745               528,468
                                                             ---------             ---------

INCOME FROM OPERATIONS	                                     (369,740)             (415,366)
                                                             ---------             ---------
OTHER INCOME (EXPENSE)
  Realized gain on sale of trading securities - net                 0               (7,777)
                                                             ---------             --------
   Total Other Income (Expense)                                     0               (7,777)
                                                             ---------             --------
NET INCOME/ (LOSS)
                                                             (369,740)            (423,143)
                                                             ---------            ---------
EXTRAORDINARY ITEM
  Loss on repurchase commitment                                     0             (116,250)
                                                             --------             ---------
NET LOSS                                                     (369,740)            (589,393)
                                                             ---------             --------
                                                             ---------             --------
NET INCOME/ (LOSS) PER COMMON SHARE - BASIC                    (0.09)                (0.12)

WEIGHTED AVERAGE COMMON                                      4,000,870            4,597,836
  SHARES OUTSTANDING - BASIC AND DILUTIVE

                                              5
                                   Trim Fast Group, Inc.
                             Consolidated Statements of Cash Flows
                For the three Months ended March 31, 2000 and 1999 (Unaudited)

                                                                  For the Three         For the Three
                                                                   Months Ended          Months Ended
                                                                 March 31, 1999         March 31, 2000
                                                                    (Unaudited)           (Unaudited)
                                                                ----------------        --------------
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                                      (369,740)         (539,393)
  Adjustments to reconcile net income (loss)
   to net cash flows from operating activities:
   Depreciation and amortization                                            3,113            34,872
   Issuance of common stock for professional services                     324,796            48,750
   Increase in repurchase commitment                                            0           116,250
Changes in operating assets and liabilities
(Increase) decrease in :
    Accounts receivable                                                    (7,920)         (33,581)
    Prepaid expenses                                                      (29,880)               0
    Inventory                                                              (6,427)        (609,438)
Increase (decrease) in :
    Accounts payable and other liabilities                               (174,014)          341,683
                                                                         ---------         ---------
       Total adjustments                                                  109,668          (178,964)
                                                                         --------          ---------
   Net cash (used in) provided by operating activities                   (260,072)         (640,857)
                                                                         --------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    (Increase) decrease in :
      Short term investments                                               (5,000)            8,406
      Due from employees                                                    5,800                 0
      Property and equipment                                                    0            (2,672)
      Due from affiliate                                                    5,945                 0
      Deposits                                                                  0          (100,000)
                                                                         ---------         ---------
      Net cash (used in) provided by investing activities                   6,745           (94,266)
                                                                         ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                                (500)          171,899
     Proceeds from issuance of common stock                               512,000                 0
     Due to stockholder/ officer                                                0           601,128
                                                                         ---------         ---------
     Net cash provided by (used in) financing activities                  511,500           773,027
                                                                         ---------         ---------
CHANGE IN CASH AND CASH EQUIVALENTS                                        258,173           37,904

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                              105,641           35,858
                                                                         ---------         ---------
CASH AND CASH EQUIVALENTS - PERIOD END                                     363,814           73,762
                                                                         ---------         ---------

                                            6
                                   TRIMFAST GROUP, INC.
                    INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
            FOR THE ONE YEAR PERIODS ENDED DECEMBER 31, 1998 and 1999 (Audited)
                   AND THE THREE MONTHS ENDED MARCH 31, 2000 (Unaudited)

                                             Common Stock and Common
                                                                             Additional                                                                          Shares Issued
                                                 Stock to be Issued           Paid-In        Preferred Stock   Isued            Accumulated      Subscriptions     as a Security     Shares          Treasury
                                                 Shares        Amount          Capital          Shares         Amount            Deficit         Receivable        Deposit        Advanced     	     	Stock                Total
                                                -----------   -----------    ------------     ------------    -----------      -------------     ------------     -----------    -----------        -----------          -----------
BALANCE JANUARY 1, 1998                         1,286,625       $1,287           ($287)             -              -           ($151,846)                -                              -                 -               ($150,846)

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

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

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

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

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

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

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

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

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

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

Net income 1998                                       -             -              -                -              -             (739,974)               -                              -                 -               ($739,974)
                                               ------------    ----------     -----------    ------------    -----------       ---------------       -----------                 ------------      -----------            ------------
Balance, December 31, 1998                      2,338,656       $2,338        $925,987              -              -            ($891,820)               -                              -           ($23,534)               $12,971
                                               ------------    ----------     -----------    ------------    -----------       ---------------       -----------                 ------------      -----------            ------------
Issuance of common stock for cash               1,058,005       $1,058      $1,659,817              -              -                  -                  -                         (90,625)               -              $1,570,250

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

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

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

Issuance of Preferred Stock                           -             -       $1,874,901           15,000          150            (375,011)                -                              -                 -              $1,500,040

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

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

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

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

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

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

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

Net Loss 1999                                         -             -              -                -             -            (8,331,171)               -               -              -                 -             ($8,331,171)
                                                -------------    ---------  -------------       -----------    -----------    -------------       --------------   ----------   ------------      -------------         ------------
Balance, December 31, 1999                       4,521,682       $4,521      $9,399,109          15,000          $150          $9,646,805)          ($21,737)       ($475,000)     ($90,625)              -               ($830,387)
                                                --------------   ---------- --------------      ------------    ----------    --------------      ---------------  -----------  ------------      -------------         ------------
                                                --------------   ---------- --------------      ------------    ----------    --------------      ---------------  -----------  ------------      -------------         ------------
Issuance of common stock for professional services  10,000          $10         $48,740              -            -                  -                   -               -              -                 -                 $48,750

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

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

Long term investments mark to market                   -             -          $62,500)             -            -                  -                   -               -              -                 -                ($62,500)

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

Net Loss as of March 31, 2000                          -             -              -                -            -             (539,393)                -               -              -                 -               ($539,393)

Balance March 31, 2000                            5,101,682       5,101      15,913,529          15,000         150 	      (10,186,199)                0        (475,000)       (90,625)               0               5,166,156
                                                  ----------    --------    ----------          -------      --------       --------------        ---------      ---------       --------       ------------            ----------
                                                  ----------    --------    ----------          -------      --------       --------------        ---------      ---------       --------       ------------            ----------

                                        8

                  PART  II.     OTHER  INFORMATION  AND  SIGNATURES

                                                                     Signature

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 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

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

     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.

                                        9

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 2000
                                   (Unaudited)

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

     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 them distributor or broker informed of any
     sales through their efforts.  Because  we ship to,  invoice and receive  payments  directly from the end user, our
     policy is to record any returns against current sales. Due to the nature of   the products offered,  and customers
     ordering product  conservatively,  we  have  experienced  no material  product  returns,  therefore no accrual for
     returns have been made in these financial statements.

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

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

Components of A/R - Other is as follows:          12/31/99             3/31/99                3/31/00
---------  --------  ---------
Millennium - related party                          $ 279,250            $ 27,425            $ 281,251
Due from Immmu/Immcel                                       0            $ 50,000                    0
Other                                                       0                   0                2,040
                                                    ---------            --------            ---------
                                                    $ 279,250            $ 77,425           $ 283,291
                                                    =========            ========           =========

     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               3/31/99                 3/31/00
                                                     ---------               --------                --------
      Finished Goods                                  $ 224,784              $146,164                $834,680
      Product Components                                 56,529                49,000                  56,070
                                                      ---------                --------              --------
        Total                                         $ 281,313               $195,164               $890,750

     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. The March 31, 2000  inventory  balance  includes  $410,885 in inventory acquired with Nutrition
     Clubstores.

                                       10

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 2000
                                   (Unaudited)

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

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

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

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

NOTE  3  -  MARVEL  LICENSE  AGREEMENT
- --------------------------------------

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

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

NOTE  4  -  EQUITY  TRANSACTIONS
- --------------------------------

A.  Issuance  of  Common  Stock

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

B.   Additional Paid-In Capital

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

                                       11

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 2000
                                   (Unaudited)

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

On  March  20,  2000 we acquired from Nutrition Superstores.com, Inc. all of the issued  and  outstanding  shares of
common stock in its wholly owned subsidiary, Nutrition  Clubstores,  Inc.  The  purchase price was $150,000 cash plus
570,000 shares  of  our  common  stock  valued  at  $4.80 per share based average quoted trading  price  a  few days
before and after the announcement of the transaction based  on  EITF  95-19  for  a total of $2,886,000, which includes
approximately $5,000  in  transaction costs.  In addition, for a period beginning three months following  the  Closing
and continuing for a period of twelve months thereafter,the  Seller  shall  receive  a  royalty equal to three percent
(3%) of the gross sales  generated  by  the  kiosks  operated by Nutrition Clubstores, Inc. The number  of  shares
issuable  to the Seller of the Nutrition Clubstores, Inc. is subject  to adjustment based upon the audited financial
statements, which are to be provided by the sellers of Nutrition Clubstores, Inc.  To the extent that the Nutrition
Clubstores  audited financial statements for February 29, 2000 show a net  worth  which  is  less  than 85% of the
unaudited financial statements, for every  $5.00 reduction or portion thereof in net worth, Seller shall be entitled
to  receive  one  less  share  of  common  stock.

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

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

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

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

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  3 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.
Management has  referred  all  lawsuits  to  the  insurance  carrier  of  its  third  party manufacturer,  however,
the  Company  has  received  notice  from the insurance carrier  denying  all  claims.  Management intends to contest
the claim denials.

                                       12

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 2000
                                   (Unaudited)

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

The  Company obtained its own insurance policy in May 1999 and believes it would not  be covered under its own policy
for these prior 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 March 31,
2000 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.

On  February  8,  2000,  a  suit was filed against us in Pinellas County Circuit Court  (Case No.  00-802) Aryeh Trading
Inc., Plaintiff vs.  TrimFast Group, Inc.  The  action in Pinellas County Circuit Court seeks specific performance
pursuant to an agreement for us to purchase 155,000 shares  of  our  common stock from Aryeh.  The Plaintiff also seeks
to  foreclose  on  our  warehouse facility located at 2555 Blackburn St., Clearwater, Florida,  the facility from which
we operate Nutrition Cafe and in which we warehouse 2,000 products.  We  have  filed  a  Motion to Dismiss with respect
to both causes of action.  Discovery is beginning and no opinion is available as to the likely result.  Aryeh Trading
Inc. was formerly market maker for our securities until approximately November 1, 1999.

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.

                                       13

                              TrimFast Group, Inc.
               Notes to Interim Consolidated Financial Statements
                              As of March 31, 2000
                                   (Unaudited)

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

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.

Francois  Goelo  had filed an action in Hillsboro County Circuit Court (Case  No.  00-1444)  against  TrimFast  Group,
Inc., Michael Muzio and certain other  parties  in  connection with alleged non-delivery of 22,000 shares of TrimFast
and  100,000 shares of common stock of Sierra Holdings Group.  The complaint, is a  multi-count  complaint  and
included counts for breach of contract, specific performance,  fraud  and  civil  theft.  The  complaint  alleged that
a total of $95,750  ($77,000 for the TrimFast shares) was delivered as per the instructions of  Mr.  Muzio.  The  shares
of  common  stock  that had  not been delivered to Mr. Goelo, as  Mr.  Muzio has advised the Company, were shares of
common stock personally owned by Mr. Muzio.  The  Plaintiff  sought  delivery  of  the  shares of common stock pursuant
to the agreement and sought compensatory and punitive damages in excess of $790,000.  On May  3,  2000 plaintiff
offered to settle this matter whereby Mr.  Muzio would pay $95,750 and transfer to the plaintiff 20,000 shares of
TrimFast common stock.  In  addition,  the settlement offer provided that the parties will enter into  a joint stipulation
for dismissal of the action and execution of a general release.  We subsequently signed a written settlement agreement
with Mr. Goelo and Mr. Muzio, and Mr. Goelo has released the other parties, including the Company, from all liabilities
or obligations.  As part of this settlement, the litigation was dismissed and the Company was not required to make
any payment, or give any shares, to Mr. Goelo.

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 March 31, 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.

NOTE  7  -  SUBSEQUENT  EVENTS
- ------------------------------

A.  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.

B.  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 is  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.

                                       14

TRIMFAST  GROUP,  INC.

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

FINANCIAL  STATEMENT  PRESENTATION

RESULTS  OF  OPERATIONS.

March  31,  2000  as  compared  to  March  31,  1999

Sales  for  the  three  months ended March 31, 2000 were $225,431 as compared to $213,102  for  three  months  ended
March 31, 1999. Cost of sales declined from $161,098  as of March 31, 1999 to $112,329 as of March 31, 2000. This
decline in cost  of  sales  is a result of managements efforts to promote our higher margin products.

Our  salaries and compensation increased from $85,271 for the three months ended March 31, 1999 to $151,314 for the
three months ended March 31, 2000 for several reasons.  The  1999  balance  does  not include compensation for Nutrition
Cafe, which  we  opened  in  June  1999, or the Cooler Group, which we acquired in May 1999.  This  accounts  for
approximately 25% of the increase. The balance of the change  relates  to upgrading positions 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.

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 we are attempting to reschedule production  of.  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.

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 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.

For  the  three  months  ended  March  31,  2000,  we  recorded  $122,702  in

                                       15

professional  fees.  Approximately  $50,000  represents  non-cash  issuance  of common  stock  in  exchange  for  legal
services  related  to  SEC  filings. Approximately  $42,000  were accounting costs associated with the year end audit
and  SEC filings. $20,000 relates to legal fees associated with various lawsuits described  above.

Selling  general  and  administrative expenses were $149,130 and $76,534 for the three  months  ended March 31, 2000
and 1999 respectively. During 2000, we spent approximately  $68,000  on  various trade shows to introduce and promote
our WCW ultra  energy  bars.

Net  loss  for  the  three  months  ended  March 31, 2000 was $539,393 including a charge of $116,250 for increased cost
of repurchasing shares from Aryeh Trading (See note 6). Net loss for  the  three  months  ended  March,  31  1999  was
$369,740.

LIQUIDITY  AND  CAPITAL  RESOURCES.

March  31,  2000  as  compared  to  March  31,  1999

Total  cash  and  cash  equivalents  as  of  March  31,  2000  were  $73,762  as compared  to  $363,814  as  of  March  31,
1999.

We  expended  $150,000 in cash in March 2000 to acquire Nutrition Clubstores and incurred  related  transaction  costs  of
approximately  $5,000.

Trade  receivables  were  $117,820 as of March 31, 2000 and $288,385 as of March 31,  1999  including  $267,240  related
to Cutting Edge that was written off in December  1999. The first quarter of 1999 was a transition period from the
sales of  Revivarant  to  our  TrimFast line of products which did not reach the sales levels  reached  previously
with  Revivarant.

Inventory  as of March 31, 2000 was $890,751 as compared to $195,164 as of March 31,  1999. The large increase in
inventory is attributable  to  the  acquisition of  Nutrition  Clubstores  which  had  inventory  of  $410,885.
Additionally, we increased our inventory of WCW ultra energy bars in January 2000 in anticipation of  the  production
and  airing  of our commercial. Because of an injury to the wrestler  we  developed  the ad campaign around, we are
considering ad campaigns utilizing  other  wrestling  personalities,  but have made no firm commitment at this  time.

Total  current  assets  were  $1,365,624 as of March 31, 2000 and $945,085 as of March  31, 1999 the increase is related
to the increase in inventory and decline in  trade  receivables  as  discussed  above.

Property  and  equipment  increased  from  $1,417,381  on  March  31,  1999  to $1,762,607  on  March  31,  2000.  The
increase  relates  to  the  property and equipment we acquired with Nutrition Clubstores, consisting primarily of kiosks.

We  also  experienced  a  significant  increase in liabilities. Accounts payable increased  from  $451,753 on March 31,
1999 to $1,060,045 on March 31, 2000. The large  increase  is  the result of our acquisition of Nutrition Clubstores
which had  approximately $160,000 in outstanding payables and our increase in payables

                                       16

associated with our WCW bars inventory build up which accounts for approximately $300,000  of  the  increase.
Additionally,  the  1999 payables balance does not include  Nutrition Cafe and Cooler Group payables which are included
in the 2000 balance  of  approximately  $100,000.

On April 25, 2000 the Company entered into two convertible debenture agreements, with Gibralt  U.S.,  Inc., a Colorado
Corporation and FAC Enterprises, Inc.  a Pennsylvania  Corporation, each providing for the sale of $500,000 of its
convertible debentures due July 13, 2001 with interest at 12%. This sale was part of a private placement in which the
Company intends to sell an aggregate of $3,000,000 of debentures, but no assurance is made that we will be able to do so.
The proceeds will be used to open additional Nutrition Clubstores and produce and broadcast the commercial spots for our
WCW Ultra Energy Bars. On April 28, 2000 we received the first $1,000,000. The outstanding principal amount of debentures
is convertible at the option of the holder into the Company's Common Stock at the lower of (I) Two and 50/100 Dollars
($2.50) per share; or (ii) seventy-five percent (75%) of the closing bid price of the Company's publicly traded common
stock on the Closing Date. As to the Closing on April 28, 2000, the conversion price is therefore about $2.00 per share
for the first $1,000,000 of debentures. No later than June 9, 2000, the Company was required to fi1e a registration
statement on Form S-2 under the Securities Act and under all applicab1e Blue Sky laws covering the Common Stock.
By August 26, 2000, the Company is required to have caused such registration statement to be declared effective by the
SEC, all at the Company's sole cost and expense.

Because the Company (a) has failed to file a registration statement covering the Common Stock issuable upon conversion
of the Convertible Debentures, within 45 days of the first Closing Date and (b) in the event the Company fails to have
a registration statement declared effective by the Securities and Exchange Commission within 120 days of the first
Closing Date, Company shall automatically be subjected to penalties. The Company for each month or partial month while
the default is continuing shall either: (a) Make a payment of Fifty Thousand Dollars ($50,000) to the Purchaser; or
(b) deliver Twenty Thousand (20,000) shares of the Company's common stock to the Purchaser, whichever the Purchaser
elects.  The purchasers in the aggregate therefore, may receive up to One Hundred Thousand Dollars ($100,000) in cash
per month commencing June 9, 2000.  We cannot predict when a registration statement will be filed and be declared
effective.  As of August 9, 2000, the liquidated damages amounted to  $200,000, in cash, or 80,000 shares of Common
Stock.  We have granted the purchasers a security interest in all of the 500,000 shares of common stock of
Insiderstreet.com (NSDR) that our Company owns to secure our obligations to the debentureholders.

The aggregate amount of the price to redeem the 155,000 shares of Common Stock from Aryeh Trading is $1,782,500 as
of August 15, 2000.  The price per share increases $.25 per share per month thereafter.  On  February  8,  2000,  a
suit was filed against us in Pinellas County Circuit Court  (Case No.  00-802) Aryeh Trading Inc., Plaintiff vs.
TrimFast Group, Inc.  The  action in Pinellas County Circuit Court seeks specific performance pursuant to an agreement
for us to purchase 155,000 shares  of  our  common stock from Aryeh.  The Plaintiff also seeks  to  foreclose  on
our  warehouse facility located at 2555 Blackburn St., Clearwater, Florida,  the facility from which we operate
Nutrition Cafe and in which we warehouse 2,000 products.  We  have  filed  a  Motion to Dismiss with respect to both
causes of action.  Discovery is beginning and no opinion is available as to the likely result.  Aryeh Trading Inc.
was formerly market maker for our securities until approximately November 1, 1999.

Commencing April 25, 2000, we  have  received  notices 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  $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 (See Item. 8 entitled
"Description of Securities" under the heading "PREFERRED \STOCK-Redemption" as set forth in the Company's Form 10-SB/A
as filed on or about August 24, 2000)  applies unless the Company performs as required under its agreements with
the holders, including registering  the  Common  Stock  issuable  upon conversion  by the holders.  The Company
has not filed the registration statement, as and when required.  The Company is also required to cause a registration
statement covering the shares to be declared effective before November, 2000.  The Company is unable to pay the
redemption price at this time.  The Company's funds are insufficient to redeem the preferred stock and also
thereafter provide for the payment of all of its creditors, and therefore the present default situation is expected
to continue at least until a registration statement is filed and declared effective as required of the Company
under these Series A Preferred Stock registration rights.  Until this redemption price shall have been paid by
the Company, the holders who have demanded redemption will continue to have the ability to convert their shares
of Preferred Stock into previously unissued shares of TrimFast common stock.  The Company issued 15,000 shares
of Series A Convertible Preferred Stock for $100 per share, and each is convertible any time after the issuance
date at the face amount divided by the lesser of (a) $8.5938 or (b) 80% of the market price of the common stock
as defined in the Agreement, which is defined based on a relevant average during a period before a given conversion
date.  The redemption notices were given commencing April 25, 2000.  Therefore, the Company has decided that it will
in its June 30, 2000 financial reports reclassify the preferred stock as a short-term liability in light of the
present demands for redemption, and reduce stockholders' equity by about $1,875,000, which is the amount of its
redemption obligation at the date of the balance sheet, plus all accrued dividends and liquidated damages accrued,
as required according to Rules 5-02.28 of Regulation S-X and SAB Topic 3C.   The redemption rights were triggered
by the existence of a triggering event, as defined by the Certificate of  Designations,  Preferences and Rights for
such preferred shares, and therefore each holder of Series A preferred shares shall have the right, at their option,
to  require  us  to  redeem all or a portion of such holder's preferred shares.

The Company has already defaulted under the Registration Rights that belong to the holders of the outstanding
Preferred Stock, and this default will continue so long as the Company (a) has failed to file a registration
statement covering the Common Stock issuable upon conversion of the Preferred Stock or (b) fails to have a
registration statement declared effective by the Securities and Exchange Commission. While the default continues,
Company shall automatically be subjected to penalties. The Company for each month or partial month while the
default is continuing shall be required to make a payment to the holder.  We cannot predict when a registration
statement will be filed and be declared effective.  The Registration Rights Agreement is filed as Exhibit 10.11
to the Company's Form 10-SB/A amendment number 5 filed on or about August 24, 2000. The Preferred Share Agreement
is filed as Exhibit 4.4 to the Company's Form 10-SB/A filed on December 23, 1999.

The amount payable on redemption of one share is $125 multiplied by the number of shares redeemed
(which is 15,000 shares, or $1,875,000), plus accrued dividends to the date of redemption, at the rate of $8.00
per share per year from June 1999, plus applicable liquidated damages.   Liquidated damages accrue under the
Registration Rights Agreement and under the Series A Preferred Share Agreement.

If the Company violates any provision of or fails to fulfill any of its obligations or duties to the holders
of outstanding Preferred Stock, other than the Registration Rights Agreement, the Company agrees to pay liquidated
damages to each Buyer following the occurrence of such violation in an amount determined by multiplying (i)
$2.00 per Preferred Share then held by such Buyer by (ii) the percentage derived by dividing (A) the actual number
of days elapsed from the last day of the date of the Company Violation or the prior 30-day period, as applicable,
to the day such Company Violation has been completely cured by (B) 30, in cash, or at the Buyer's option, in the
number of shares of Company common stock equal to the quotient of (v) the dollar amount of the Liquidated Damages
on the Payment Date (as defined below) divided by (w) the closing bid price of the Company's common stock as of the
date of the Company Violation (as quoted in the Principal Market or the market or exchange where the Company's common
stock is then traded). The Liquidated Damages payable pursuant hereto shall be payable within five (5) business days
from the end of the calendar month commencing on the first calendar month in which the Company's violation occurs.
In the event the Buyer elects to receive the Liquidated Damages amount in shares of Company common stock, such shares
shall also be considered Conversion Shares and shall have the registration rights set forth in the Registration
Rights Agreement.

Since each of the Series A shareholders seeks redemption, the Company is obligated to redeem them pro rata in
accordance with their holdings.  The Company, a Nevada corporation, is subject to the provisions of Nevada law
concerning a corporation's right to pay dividends, which is limited by the legal availability of funds for the
payment thereof.  A Nevada corporation can pay dividends that do not impair the corporation's capital, but no more
than that.  The Company is legally prohibited from making dividends unless or until making such payment will not
impair the Company's capital after the payment. The Series A Preferred stock is also junior to all Company debts,
obligations, accounts payable or absolute liabilities, whether or not there are any liens recorded. However, Series
A Preferred is entitled to payment before any dividend, distribution or redemption of the holders of the Company's
Common Stock. A total of $1,875,000 as of May 25, 2000 was the amount that the Company is obligated to pay to redeem
all of the presently outstanding Series A Preferred. In addition to the redemption price above, the Preferred
stockholders assert that the Company remains obligated to pay all accrued but unpaid regular dividends, totaling
$120,000 at July 1, 2000, and liquidated damages of in an amount of $468,750. When the Company does not promptly
pay this redemption price, which we so shall be restricted from doing by the provisions of the Nevada law we referred
to above in this paragraph, any of these above-mentioned or other creditors may seek available remedies to recover or
establish their respective priorities as well. Regardless of the outcome, these creditors' remedies may distract
management's time and attention and cause the Company to incur expenses, which may include costs of any such suit or
action, such as opposing any actions which might include involuntary bankruptcy, involuntary liquidation or dissolution
or others, or costs incurred by us or others to whom we may owe a duty of indemnification or defense, which may include
affiliates of the Company or its principal shareholder or any of its Board of Directors or management.

Unless and until the Company has made or could provide for all such payments, the holders of Common Stock will not
be entitled to any dividend, redemption or redemption payment from the Company. The Company from time to time may
enter agreements with creditors prohibiting such payments to Common Stock and no assurance is offered that the
creditors would furnish a waiver of these restrictions or that the Company will request any such waiver.  In addition,
the Nevada law prohibits any distribution, whether or not in liquidation, from being made that will impair the
corporation's capital.  The Articles of Incorporation of TrimFast and certain laws where that corporation does
business also would prohibit payments to shareholders if wrongful as against any of a corporation's creditors or
shareholders.  Under its legal limitations, our Board of Directors could make distributions to the holders of its
Common Stock in the form of cash or property only if the distribution does not impair capital or violate the terms of
a series of Preferred Stock, although in either case the Board could declare and pay a dividend if payable in shares
of its Common Stock, a future series of Preferred Stock, or as rights to purchase shares of Common Stock or a series
of Preferred Stock, or similar securities or rights of exchange or conversion.  If the Company has sufficient assets
and net worth, the Company's Board of Directors may pay dividends payable in the form of cash or property to holders
of its shares in certain instances.  In a liquidation of the Company, the holders of the Company's Common Stock will
receive no payment for or on account of their shares unless and until the Company has sufficient net worth in order
to pay all of its liabilities to creditors and secondly to pay the liquidation preference of the Series A Preferred
and any other future securities or subordinated obligations senior to the Common Stock.

Management  believes  that  we  have  sufficient revenue and reserves to finance ongoing  business  activities,
assuming that matters can be favorably resolved with Aryeh and the Preferred Stock holders.

Part  II.       Other  Information

	Item 1.  Legal Proceedings.

On  February  8,  2000,  a  suit was filed against us in Pinellas County Circuit Court  (Case No.  00-802) Aryeh Trading
Inc, Plaintiff vs.  Trimfast Group, Inc.
The  action in Pinellas County Circuit Court seeks specific performance pursuant to an agreement for us to purchase
155,000 shares  of  our  common stock from Aryeh.  The Plaintiff also seeks  to  foreclose  on  our  warehouse facility
located at 2555 Blackburn St., Clearwater, Florida,  the facility from which we operate Nutrition Cafe and in which we
warehouse 2,000 products.  We  have  filed  a  Motion to Dismiss with respect to both causes of action.  Discovery is
beginning and no opinion is available as to the likely result.  Aryeh Trading Inc. was formerly market maker for our
securities until approximately November 1, 1999.  On  July  13,  1999  we issued 155,000 restricted shares of our common
stock for $4.00  each  to  Aryeh  Trading.  On October 22, 1999 the Company entered into a stock repurchase agreement
with Aryeh Trading where we agreed to repurchase the 155,000 shares at $8.25. Our intent was to repurchase these shares
at the market value for cash. The agreement sets out a schedule for repurchase and the shares were to be fully
repurchased by December 15, 1999. If the shares were not repurchased by December 15th the Company agreed to a $0.25 per
share premium for each two weeks subsequent to December 15th. On November 10, 1999 the Company entered into an agreement
with Aryeh Trading to modify the repurchase schedule. This agreement calls for the Company to repurchase all shares
before January 25, 2000. Any shares not repurchased by January 25th are subject to a $0.25 per share per month premium.
As additional security, in the November 10th agreement we pledged our warehouse facility located at 2555 Blackburn St.,
Clearwater, Florida,  the facility from which we operate Nutrition Cafe and in which we warehouse 2,000 products as
security against the October 22, 1999 purchase agreement. Our original commitment was at $8.25 per share. As of
December 31, 1999, we recorded a charge to additional paid-in capital for the October 22, 1999 stock repurchase
commitment for the 155,000 shares at $8.50 per share. As of July 25, 2000, the repurchase price had increased by
$1.25 since December 31, 1999 to $9.75 per share. The additional $1.25, plus increases  thereafter, is or will be
treated for financial reporting purposes as an expense rather as a reduction of  paid-in capital.  Redemption accruals
or payments will not be treated as an expense for tax purposes.  To date, we have not repurchased any of the 155,000
shares. The relevant agreements are filed as Exhibits with Amendment No. 4 to the Company's Form 10-SB filed on
June 6, 2000.

	Item 2.  Changes in Securities and Use of Proceeds

Since each of the Series A shareholders seeks redemption, the Company is obligated to redeem them pro rata in accordance
 with their holdings.  The Company, a Nevada corporation, is subject to the provisions of Nevada law concerning a
 corporation's right to pay dividends, which is limited by the legal availability of funds for the payment thereof.  A
 Nevada corporation can pay dividends that do not impair the corporation's capital, but no more than that.  The Company
is legally prohibited from making dividends unless or until making such payment will not impair the Company's capital
after the payment. The Series A Preferred stock is also junior to all Company debts, obligations, accounts payable or
absolute liabilities, whether or not there are any liens recorded. However, Series A Preferred is entitled to payment
before any dividend, distribution or redemption of the holders of the Company's Common Stock. A total of $1,875,000
as of May 25, 2000 was the amount that the Company is obligated to pay to redeem all of the presently outstanding
Series A Preferred. In addition to the redemption price above, the Preferred stockholders assert that the Company
remains obligated to pay all accrued but unpaid regular dividends, totaling $120,000 at July 1, 2000, and liquidated
damages of in an amount of $468,750. When the Company does not promptly pay this redemption price, which we so shall
be restricted from doing by the provisions of the Nevada law we referred to above in this paragraph, any of these
above-mentioned or other creditors may seek available remedies to recover or establish their respective priorities
as well. Regardless of the outcome, these creditors' remedies may distract management's time and attention and cause
the Company to incur expenses, which may include costs of any such suit or action, such as opposing any actions which
might include involuntary bankruptcy, involuntary liquidation or dissolution or others, or costs incurred by us or
others to whom we may owe a duty of indemnification or defense, which may include affiliates of the Company or its
principal shareholder or any of its Board of Directors or management.

	Item 3.  Defaults under Senior Securities

Commencing April 25, 2000, we  have  received  notices 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  $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 (See Item. 8 entitled "Description
of Securities" under the heading "PREFERRED STOCK-Redemption" as set forth in the Company's Form 10-SB/A as filed on
or about August 24, 2000)  applies unless the Company performs as required under its agreements with the holders,
including registering  the  Common  Stock  issuable  upon conversion  by the holders.  The Company has not filed the
registration statement, as and when required.  The Company is also required to cause a registration statement covering
the shares to be declared effective before November, 2000.  The Company is unable to pay the redemption price at this time.  The Company's funds are insufficient to redeem the preferred stock and also thereafter provide for the payment of all of its
creditors, and therefore the present default situation is expected to continue at least until a registration statement is filed and declared effective as required of the Company under these Series A Preferred Stock registration rights.  Until this
redemption price shall have been paid by the Company, the holders who have demanded redemption will continue to have the ability to convert their shares of Preferred Stock into previously unissued shares of TrimFast common stock.  The Company issued
15,000 shares of Series A Convertible Preferred Stock for $100 per share, and each is convertible any time after the issuance date at the face amount divided by the lesser of (a) $8.5938 or (b) 80% of the market price of the common stock as defined in the
Agreement, which is defined based on a relevant average during a period before a given conversion date.  The redemption notices were given commencing April 25, 2000.  Therefore, the Company has decided that it will in its June 30, 2000 financial reports
reclassify the preferred stock as a short-term liability in light of the present demands for redemption, and reduce stockholders' equity by about $1,875,000, which is the amount of its redemption obligation at the date of the balance sheet, plus all
accrued dividends and liquidated damages accrued, as required according to Rules 5-02.28 of Regulation S-X and SAB Topic 3C.   The redemption rights were triggered by the existence of a triggering event, as defined by the Certificate of Designations,
Preferences and Rights for such preferred shares, and therefore each holder of Series A preferred shares shall have the right, at their option, to  require  us  to  redeem all or a portion of such holder's preferred shares.

The Company has already defaulted under the Registration Rights that belong to the holders of the outstanding Preferred
Stock, and this default will continue so long as the Company (a) has failed to file a registration statement covering
the Common Stock issuable upon conversion of the Preferred Stock or (b) fails to have a registration statement declared
effective by the Securities and Exchange Commission. The Company for each month or partial month while the default
is continuing shall be required to make a payment to the holder.  We cannot predict when a registration statement
will be filed and be declared effective.  The Registration Rights Agreement is filed as Exhibit 10.11 to the Company's
Form 10-SB/A amendment number 5 filed on or about August 24, 2000. The Preferred Share Agreement is filed as Exhibit
4.4 to the Company's Form 10-SB/A filed on December 23, 1999.

The amount payable on redemption of one share is $125 multiplied by the number of shares redeemed (which is 15,000
shares, or $1,875,000), plus accrued dividends to the date of redemption, at the rate of $8.00 per share per year
from June 1999, plus applicable liquidated damages.   Liquidated damages accrue under the Registration Rights
Agreement and under the Series A Preferred Share Agreement.

If the Company violates any provision of or fails to fulfill any of its obligations or duties to the holders of
outstanding Preferred Stock, other than the Registration Rights Agreement, the Company agrees to pay liquidated
damages to each Buyer following the occurrence of such violation in an amount determined by multiplying (i)
$2.00 per Preferred Share then held by such Buyer by (ii) the percentage derived by dividing (A) the actual number
of days elapsed from the last day of the date of the Company Violation or the prior 30-day period, as applicable,
to the day such Company Violation has been completely cured by (B) 30, in cash, or at the Buyer's option, in the
number of shares of Company common stock equal to the quotient of (v) the dollar amount of the Liquidated Damages
on the Payment Date (as defined below) divided by (w) the closing bid price of the Company's common stock as of the
date of the Company Violation (as quoted in the Principal Market or the market or exchange where the Company's common
stock is then traded). The Liquidated Damages payable pursuant hereto shall be payable within five (5) business days
from the end of the calendar month commencing on the first calendar month in which the Company's violation occurs. In the
event the Buyer elects to receive the Liquidated Damages amount in shares of Company common stock, such shares shall
also be considered Conversion Shares and shall have the registration rights set forth in the Registration Rights
Agreement.

      Item  6  Exhibits

Exhibit 10.5(1)     Convertible  Debenture  Subscription  Agreement between
                    the Company and FAC Enterprises and Convertible  Debenture  Subscription
                    Agreement between the Company and Gribalt U.S., Inc., including Annex A,
                    Intercreditor Agreement, Pledge and Security Agreement, including
                    Exhibits thereto, and Escrow Agreement

Exhibit 10.11 (1)   Registration Rights Agreement entered into by and between the Company and certain
                        investors in its Series A Preferred Stock, dated as of July 16, 1999

Exhibit 27 (2)       Financial Data Schedule

-------------------------
      (1)  Incorporated by reference to Form 10-SB, Amendment Number 5, as filed with the SEC on or about August 29, 2000.

      (2)  Filed herewith.

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  29th day  of  August, 2000

                                       17

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