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EXCEL - IDEA: XBRL DOCUMENT - HPIL HoldingFinancial_Report.xls
EX-31.2 - HPIL Holdingexhibit312-quarterlyreportse.htm
EX-31.1 - HPIL Holdingexhibit311-quarterlyreportse.htm
EX-32.2 - HPIL Holdingexhibit322-quarterlyreportse.htm
EX-32.1 - HPIL Holdingexhibit321-quarterlyreportse.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

(Amendment No. 1)

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 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.)

 

7075 Gratiot Road, Suite One, Saginaw, MI 48609


 

(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 November 23, 2011, there were 2,255,000 shares of common stock, par value $0.0001, issued and outstanding.

 

 

                                                                         


 

 

 

Explanatory Note

 

 

The sole purpose of this Amendment to Trim Holding Group’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 21, 2011 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

 

No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

 

 

 

 

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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

 

 

**101.INS

 

**101.SCH

 

**101.DEF

 

**101.LAB

 

**101.PRE

 

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

 

XBRL Instance Document

 

XBRL Taxonomy Extension Schema Document

 

XBRL Taxonomy Extension Definition Linkbase Document

 

XBRL Taxonomy Extension Label Linkbase Document

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

* Included in previously filed reporting documents.

 

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

 

 

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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: November 23, 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

 

 

 

 

 

 

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