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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission File Number: 333-121787

 

TRIM HOLDING GROUP

 (Exact name of registrant as specified in its charter)

 

Nevada

 

20-0937461

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

300 Center Ave, Suite 202, Bay City MI 48708


 

(Address of principal executive offices)

 

(989) 509-5954


 

(Registrant’s telephone number, including area code)


 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ¨  No ¨ 

 

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer                    ¨ 

 

Accelerated Filer                    ¨ 

 

 

 

Non-accelerated Filer     ¨ 

 

Smaller Reporting Company

 

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  

 

As of August 12, 2011, there were 2,255,000 shares of common stock, par value $0.0001, issued and outstanding.

 

                                                                         


 

TRIM HOLDING GROUP

FORM 10-Q

INDEX

 

 

 

 

 

  

Page

PART I – FINANCIAL INFORMATION

  

 

 

 

Item 1 Financial Statements

  

3

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations  

  

3

Item 3 Quantitative and Qualitative Disclosures About Market Risk

  

4

Item 4 Controls and Procedures

  

4

 

 

PART II – OTHER INFORMATION

  

 

 

 

Item 1 Legal Proceedings

  

5

Item 1A Risk Factors

  

5

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

  

5

Item 3 Defaults Upon Senior Securities

  

6

Item 4 Removed and Reserved

  

6

Item 5 Other Information

  

6

Item 6 Exhibits

  

6

SIGNATURES

  

7

 

 

 

 

 

 

2


 

 

PART I---FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

TRIM HOLDING GROUP

(A Development Stage Company)

BALANCE SHEETS

AS OF JUNE 30, 2011 AND DECEMBER 31, 2010

 

               
         

June 30

 

December 31,

         

2011

 

2010

ASSETS

               

Current Assets:

     
 

Cash

$

39

$

5,736

 

Prepaid expense

 

2,256

 

16,106

Total Current Assets

 

2,295

21,842

               

Total Assets

$

2,295

$

21,842

               
               

LIABILITIES AND STOCKHOLDERS' DEFICIT

               

Current Liabilities:

     

 

Accounts payable

$

63,542

$

60,919

 

Advances from stockholder

 

406,441

 

338,039

 

Notes payable

 

-

 

8,578

Total Current Liabilities

 

469,983

 

407,536

               

Stockholders' Deficit:

       
 

Preferred stock, series 1, class P-1 par value $8.75;

       
   

25,000,000 shares authorized; 22,000 issued and

       
   

outstanding on June 30, 2011 and December 31, 2010

 

192,500

 

192,500

 

Preferred stock, series 2, class P-2 par value $7.00;

       
   

75,000,000 shares authorized; Nil issued and

       
   

outstanding on June 30, 2011 and December 31, 2010,

 

-

 

-

 

Common stock par value $0.0001; 400,000,000 shares

     

   

authorized; 2,255,000 and 2,260,000 issued and outstanding on

       
   

June 30, 2011 and December 31, 2010, respectively

 

226

 

226

 

Additional paid-in capital

 

139,182

 

139,182

 

Deficit accumulated during the development stage

 

(799,596)

 

(717,602)

Total Stockholders' Deficit

 

(467,688)

 

(385,694)

               

Total Liabilities and Stockholders' Deficit

$

2,295

$

21,842

               

 

The accompanying notes are an integral part of these financial statements.

 

 

 

3


 

 

TRIM HOLDING GROUP

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

                       

For the Period

                       

From Inception

       

For the Three

 

For the Three

 

For the Six

 

For the Six

 

(February 17,

       

Months Ended

 

Months Ended

 

Months Ended

 

Months Ended

 

2004) to

       

June 30,

 

June 30,

 

June 30,

 

June 30,

 

June 30,

       

2011

 

2010

 

2011

 

2010

 

2011

                       

Sales

$

-

$

-

$

-

$

-

$

42,021

Cost of Goods Sold

 

-

 

-

 

-

 

-

 

36,419

Gross Profit

 

-

 

-

 

-

 

-

 

5,602

                         

Operating Expenses:

                   
 

General and administrative

 

64,997

 

421,143

 

81,994

 

771,635

 

621,480

Total Operating Expenses

 

64,997

 

421,143

 

81,994

 

771,635

 

621,480

                         

Loss from Continuing Operations

 

(64,997)

 

(421,143)

 

(81,994)

 

(771,635)

 

(615,878)

                         

Loss from Discontinued Operations

 

-

 

-

 

-

 

-

 

(183,718)

                         

Net Loss

$

(64,997)

$

(421,143)

$

(81,994)

$

(771,635)

$

(799,596)

                         

Loss per Weighted Number of Shares

                 

Outstanding - Basic and Diluted

$

(0.03)

$

(0.19)

$

(0.04)

$

(0.34)

$

(0.19)

                         

Weighted Average Number of Shares

                   

Outstanding - Basic and Diluted

 

2,255,000

 

2,260,833

 

2,255,000

 

2,261,667

 

4,260,833

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

4


 

 

TRIM HOLDING GROUP

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

                     

For the Period

             

For the Six

 

For the Six

 

From Inception

             

Months

 

Months

 

(February 17,

             

Ended

 

Ended

 

2004) to

             

June 30,

 

June 30,

 

June 30,

             

2011

 

2010

 

2011

                       

CASH FLOWS FROM OPERATING ACTIVITIES:

         
 

Net loss

 

$

(81,994)

$

(771,635)

$

(799,596)

 

Adjustment for non-cash item:

           
   

Common stock issued for services

 

-

 

-

 

10,000

 

Adjustments for changes in working capital:

           
   

Prepaid expenses

 

13,850

 

7,460

 

(2,256)

   

Accounts payable and accrued expenses

 

2,623

 

(13,866)

 

63,542

CASH USED IN OPERATING ACTIVITIES

 

(65,521)

 

(778,041)

 

(728,310)

                       

CASH FLOWS FROM FINANCING ACTIVITIES:

           
 

Proceeds from issuance of common stock

 

-

 

-

 

19,450

 

Advances from stockholder

 

68,402

 

191,625

 

406,441

 

Advances from officers forgiven

 

-

 

-

 

109,958

 

Stock issued in settlement of debt

 

-

 

-

 

192,500

 

Deferred stock offering expenses

 

-

 

20,655)

 

-

 

Proceeds from issuance of stock for patents

 

-

 

612,624

 

-

 

Proceeds from notes payable

 

(8,578)

 

-

 

-

CASH PROVIDED BY FINANCING ACTIVITIES

 

59,824

783,594

728,349

                       

NET (DECREASE) INCREASE IN CASH

 

(5,697)

5,553

39

                       

CASH - BEGINNING OF PERIOD

 

5,736

 

29,289

 

-

             

 

 

 

 

 

CASH - END OF PERIOD

$

39

$

34,842

39

 

The accompanying notes are an integral part of these financial statements.

 

 

5


 

 

 

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Nature of Operations

 

Trim Holding Group (“Trim” or the “Company”) was incorporated on February 17, 2004 in the state of Delaware.  A substantial part of the Company’s activities were involved in developing a business plan to market and distribute scarves, handbags and other products.

 

On June 16, 2009, the majority interest in Trim was purchased in a private agreement by Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses.

 

At June 30, 2011, the Company had not yet commenced operations.  Expenses incurred from February 17, 2004 (date of inception) through June 30, 2011 relate to the Company’s formation and general administrative activities.

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Security and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

 

NOTE 2 – GOING CONCERN

 

Certain principal conditions and events are prevalent which indicate that there could be substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. These include:

  

1)             Recurring operating losses

2)             Stockholders’ deficiency

3)             Working capital deficiency

4)             Adverse key financial ratios

  

The continuation of the Company as a going concern is dependent upon its ability to raise additional financing and ultimately attain and maintain profitable operations from commercialization of its intellectual property.

  

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – NOTE PAYABLE

 

During the year ended December 31, 2010 the Company entered into an agreement with a financing company to finance the cost of D&O executive and organization liability insurance premium. The insurance policy is effective until July 30, 2011 and there was no unexpended portion of the premium as of June 30, 2011.

 

Payments under the financing agreement are due in monthly installments of $2,344 including interest at 9.33% through May 31, 2011. The balance payable under the financing agreement was $0 and $9,376 at June 30, 2011 and December 31, 2010, respectively.

 

NOTE 4 – CAPITAL STOCK

 

On January 20, 2011, the Board approved the cancellation of 5,000 shares for non-payment of their issuance price.

                 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

The current majority shareholder loaned the Company $338,039 during the year ended December 31, 2010 to be used for working capital. These advances are unsecured, non-interest bearing and due on demand.

 

On July 20, 2009, the Company entered into a two-year consulting agreement with Amersey Investment Holding LLC, a company controlled by a director (“Amersey”).  Amersey will provide office space, office identity and assist the Company with corporate, financial, administrative and management records.  For the six months ended June 30, 2011 and 2010, the Company incurred expenses of $30,000 and $30,000, respectively, in relation to these services.  The Company is currently in negotiations to renew this contract.

 

6


 

 

 

The Company uses Bay City Transfer Agency & Registrar Inc. (“BCTAR”) to do its stock transfers. BCTAR is a company controlled by a director.  For the six months ended June 30, 2011 and 2010, the Company incurred expenses of $4,500 and $9,952, respectively, in relation to these services.

 

NOTE 6 – SUBSEQUENT EVENTS

 

Events that have occurred subsequent June 30, 2011 have been evaluated through the date of this audit report. There have been no subsequent events that occurred during such period that would require disclosure in these financial statements or would be required to be recognized in the financial statements as of or for the six months ended June 30, 2011.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Forward Looking Statements

                Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

(a)

Business Background.

 

Trim Holding Group (“we”, “us”, “our”, and the “Company”) is a development stage company originally incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. (“TNT”). At the time of our inception, we were engaged in the business of marketing and distributing scarves, handbags and other products from India.  On October 7, 2009, we merged with and into Trim Nevada, Inc., a Nevada corporation, for the purpose of changing our domicile from Delaware to Nevada. As part of the merger, we changed our name to Trim Holding Group.   Following the merger, we also changed our business and we now intend to engage in designing, marketing, and selling products in the Health Care and Environmental Quality sectors.

 

(b)

Recent Transactions.

 

On December 31, 2009, we entered into a patents assignment agreement (the “Patent Agreement”) with Allkey, Ltd., a United Kingdom registered entity (“Allkey”) whereby we obtained the full and exclusive right, title, and interest in patents for a personal massaging device in consideration for the payment of USD $26,250,000 to Allkey payable by issuing and delivering to them 3,750,000 Series 2, Class P-2 preferred shares.  The patents purchased were for the United States, Canada, and Mexico.  Additionally, we acquired the option to acquire the exclusive patent rights in 46 other countries.

 

                On August 6, 2010, we entered into a purchase agreement ( the “Purchase Agreement”) with Allkey, together with a registration rights agreement (the “Registration Rights Agreement”), whereby within ten (10) days of the execution date of the Purchase Agreement, we agreed to sell to Allkey and Allkey agreed to purchase from us, at the price of US $7.00 per share, Six Million (6,000,000) shares of common stock (the “Shares”) and Nine Million (9,000,000) warrants (the “Warrants”) with each Warrant entitling Allkey the option to purchase one (1) share of our common stock at an exercise price of US $7.00 per share.  Under the terms of the Purchase Agreement, the Warrants were to expire two years from the date of issuance, and the total purchase price for the Shares and Warrants would be Forty Two Million and No/100 dollars (US $42,000,000.00), payable in periodic tranches as directed by the Company over the course of a maximum seven month period.

 

7


 

 

 

                On August 25, 2010, we filed a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”).  On October 13, 2010, we filed Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with the SEC.  Amendment No. 1 covers the resale by Allkey of up to 6,000,000  shares of our common stock at a fixed price of $10.20 per share for a period not to exceed 180 days from the effective date of the registration statement.  However, on November 24, 2010, we filed a Form RW with the SEC to withdraw the Registration Statement as amended by Amendment No. 1 as we believe that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.

 

                On December 7, 2010, we entered into a rescission agreement (the “Rescission Agreement”) with Allkey whereby the Parties agreed to mutually rescind the Purchase Agreement and Registration Rights Agreement.  As a result of the Rescission Agreement, the Six Million (6,000,000) shares that were issued to Allkey were returned to the Company’s transfer agent, and the Nine Million (9,000,000) warrants that were issued to Allkey were cancelled.

 

                On December 9, 2010, we entered into a Redemption and Assignment Agreement (the “Assignment Agreement”) with Allkey whereby the parties agreed to terminate the Patent Agreement, as well as the options granted therein to acquire patent rights in certain other countries.  As a result of the termination of the Patent Agreement, the three million seven hundred fifty thousand (3,750,000) Series 2, Class P-2 preferred shares that were issued to Allkey in consideration for the assignment of the patent rights were redeemed by the Company, and the patent rights acquired by the Company under the Patent Agreement were assigned back to Allkey.

 

(c)

Business of Issuer.

Following the execution and consummation of the transactions contemplated by the Rescission Agreement and Assignment Agreement, we are now focused on acquiring new products and businesses in the Health Care and Environmental Quality sectors; however, as we are presently in the process of identifying products and sub markets, our business plan is subject to change.  We have not identified manufacturing processes, sales and distribution strategies, personnel needs or any related costs. 

Liquidity and Capital Resources

 

We are a development stage company focused on developing our business in the Health Care and Environmental Quality sectors.  Our principal business objective for the next twelve (12) months will be to continue to develop our business plan in these sectors. As we have not commenced material operations, we have not earned any revenues. 

As of August 12, 2011, we had cash on hand of $39 and current liabilities of $469,983.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2011.  There is no assurance that we will be able to achieve revenues sufficient to become profitable.

We have incurred losses since inception and our ability to continue as a going‑concern depends upon our ability to develop profitable operations and to continue to raise adequate financing.  We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing.

                There can be no assurance that the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.

 

Results of Operations

 

As we are a development stage company, we are not yet operational; therefore, we do not have any operations to report at this time. Our focus has been on the development of our business plan. All expenses to date have related to the development of our business plan and other expenses related to the daily operations of a public company.

 

 

 

8


 

 

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

 

Inflation

 

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

                As we are a smaller reporting company, we are not required to provide the information required by this item.

 

Item 4.  Controls and Procedures.

 

(a) 

Evaluation of disclosure controls and procedures

 

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-Q due to limited accounting and reporting personnel and a lack of segregation of duties due to limited financial resources and the size of our company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

 

(b) 

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

PART II---OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

                There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

 

Item 1A.  Risk Factors.

 

                As we are a smaller reporting company, we are not required to provide the information required by this item.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)           Unregistered Sales of Equity Securities

 

None.

 

(b)           Use of Proceeds

 

 

9


 

 

                Not Applicable.

 

(c)           Affiliated Purchases of Common Stock

 

                None.    

 

 

Item 3.  Defaults Upon Senior Securities.

 

                None.

 

 

Item 4.  (Removed and Reserved).

 

 

Item 5.  Other Information.

 

                None.

 

Item 6. Exhibits.

                                               

INDEX TO EXHIBITS

 

 

Exhibit

 

Description

 

 

 

*3.1

 

Articles of Incorporation

 

 

 

*3.2

 

By-laws

 

 

 

*10.1

 

Patents Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on December 31, 2009

 

 

 

*10.2

 

Purchase Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on August 6, 2010

 

 

 

*10.3

 

Registration Rights Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on August 6, 2010

 

 

 

*10.4

 

Rescission Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on December 7, 2010

 

 

 

 

*10.5

 

Redemption and Assignment Agreement, by and between Trim Holding Group and Allkey, Ltd., entered into on December 9, 2010

 

 

 

31.1

 

Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

31.2

 

Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

32.1

 

Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

 

 

32.2

 

Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

*

Included in previously filed reporting documents.

 

 

 

10


 

 

 

 

 

 

 

 

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.

 

 

Trim Holding Group

 

 

 

Dated: August 12, 2011

By:

/s/  Louis Bertoli

 

 

Louis Bertoli

 

 

Chief Executive Officer (Principal Executive Officer)

President

Chief Financial Officer (Principal Financial Officer)

Chairman of the Board of Directors

 

 

 

 

 

 

11