HPIL Holding 10K/A 2012 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(mark one)

[ x ]Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to _______________

Commission file number: 333-121787

HPIL HOLDING

(Exact name of registrant as specified in its charter)

Nevada	20-0937461
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

7075 Gratiot Road, Suite One, Saginaw, MI 48609

(Address of Principal Executive Offices)(Zip Code)

(248) 750-1015

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

Yes ¨ No x

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2012 was $63,475 (computed by reference to the price at which the registrant’s common stock was last sold).

As of April 16, 2013, the registrant had 56,671,000 shares of Common Stock, $0.0001 par value, issued and outstanding.

NO DOCUMENTS INCORPORATED BY REFERENCE

Explanatory Note

HPIL Holding is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2013 (the “Original Filing”) for the purpose of furnishing Exhibit 101 (Interactive Data Files) in accordance with Rule 405 of Regulation S-T and amending the following Items contained in the Original Filing: Item 8. Financial Statements and Supplementary Data; Item 10. Directors, Executive Officers, and Control Persons; and Item 13. Certain Relationships and Related Transactions, and Director Independence.

Except as stated in this Explanatory Note, no other information contained in any Item of the Original Filing is being amended, updated or otherwise revised. This Amendment speaks as of the filing date of the Original Filing and does not reflect any events that may have occurred subsequent to such date.

HPIL Holding

2012 FORM 10-K/A ANNUAL REPORT

TABLE OF CONTENTS

PART I		1
ITEM 1.	Business	2
ITEM 1A.	Risk Factors	4
ITEM 1B.	Unresolved Staff Comments	4
ITEM 2.	Properties	4
ITEM 3.	Legal Proceedings	5
ITEM 4.	Mine Safety Disclosures	5
PART II		5
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
ITEM 6.	Selected Financial Data	7
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
ITEM 8.	Consolidated Financial Statements and Supplementary Data	11
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
ITEM 9A.	Controls and Procedures	25
ITEM 9B.	Other Information	26
PART III		27
ITEM 10.	Directors, Executive Officers and Corporate Governance	27
ITEM 11.	Executive Compensation	31
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	32
ITEM 14.	Principal Accounting Fees and Services	33
PART IV		34
ITEM 15.	Exhibits, Financial Statement Schedules	34

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This 2012 Annual Report on Form 10-K/A, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains “forward-looking statements” that include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to:

our inability to raise additional funds to support operations and capital expenditures;

our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments;

our inability to successfully compete against existing and future competitors;

our inability to manage and maintain the growth of our business;

our inability to protect our intellectual property rights; and

other factors discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

ITEM 1.

BUSINESS

With respect to this discussion, the terms “we” “us” “our” and the “Company” refer to HPIL Holding.

(a)	Business Background.

HPIL Holding and its subsidiaries (“we”, “us”, “our”, or the “Company”) is a development stage company originally incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. 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.

On May 22, 2012, we changed our name to HPIL Holding to more fully reflect our current business operations.

On July 18, 2012, we changed our business plan. We are currently focused on making investments in companies, whether they are public or private enterprises in differing business sectors. The Company will not restrict the target companies to any specific business, industry or geographical location and thus seeks to acquire a variety of businesses. Further, the Company will evaluate the acquisition of intellectual properties and technologies for investment, with a particular interest in the healthcare and environmental quality sectors.

On September 10, 2012, Company organized six new subsidiary companies. Each of these subsidiary companies is wholly (100%) owned by the Company and is incorporated in Nevada. The names of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These companies have been organized in order to satisfy the various growth strategies of the Company.

HPIL HEALTHCARE Inc. has been organized to facilitate investments in the health care sector. HPIL ENERGYTECH Inc. has been organized to facilitate investments in the energy sector. HPIL WORLDFOOD Inc. has been organized to facilitate investments in the food sector. HPIL REAL ESTATE Inc. has been organized to facilitate investments in the real estate sector. HPIL GLOBALCOM Inc. has been organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. has been organized to facilitate investments in the art and culture sector.

Such investments may be made in the United States and worldwide.

(b)	Significant Business Transactions Overview.

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited and, on April 10, 2013, entered into a related Amendment to the Assignment of Patents to acquire a portfolio of healthcare sector patent rights related to a “Massage Vibrator for the Relief of Aches and Pain” and other related business processes and know-how (collectively, the “IFLOR Business”), in exchange for 100,000,000 shares of the Company’s common stock. The parties closed the transaction by executing a Closing Agreement on April 12, 2013, which resulted in a return of 50,000,000 shares of common stock to the Company. GIOTOS Limited is a company owned and controlled by Mr. Louis Bertoli, our majority stockholder, President, CEO, and Chairman of the Board of Directors. More details of this transaction may be found in Items 5 and 7 herein.

On October 16, 2012, the Company's wholly owned subsidiary HPIL HEALTHCARE Inc. was approved to develop certain patents and related business and product owned by the Company related to a “Massage Vibrator for the Relief of Aches and Pain”, and to begin manufacture the Stimulating Massage Device in accordance with the patents.

On October 26, 2012, pursuant to the terms of the Quota Purchase Agreement (“Quota Purchase Agreement”) made by and between the Company and Daniel Haesler (“Haesler”), a stockholder of the Company, the Company agreed to acquire from Haesler thirty-two percent (32%) of Haesler Real Estate Management (the “Quotas”), a real estate management company, in exchange for 350,000 shares of common stock of the Company (the “Shares”). On December 14, 2012, in connection with the execution of that certain Closing Agreement entered into between Company, HPIL REAL ESTATE Inc., and Haesler, Company assigned its rights and obligations under the Quota Purchase Agreement to HPIL REAL ESTATE Inc. Following the assignment, HPIL REAL ESTATE Inc., on December 14, 2012, we assigned and transferred the Shares to Haesler and Haesler, on December 17, 2012, assigned and transferred the Quotas to HPIL REAL ESTATE Inc. in accordance with the terms and conditions of the Quota Purchase Agreement.

On November 27, 2012, the Company's wholly owned subsidiary HPIL ART&CULTURE Inc. entered into a Cooperation Agreement with the World Traditional Fudokan Shotokan Karate-Do Federation (WTFSKF), a worldwide karate federation, to develop and cooperate to expand projects between the parties.

On December 4, 2012, the Company's wholly owned subsidiary HPIL ART&CULTURE Inc. entered into a cooperation agreement with Social Art World Ltd., a private company focused on investing in the art sector. The parties will work cooperatively to develop and expand projects.

On December 20, 2012, the Company's wholly owned subsidiary HPIL ENERGYTECH Inc. entered into a cooperation agreement with TrueSkill Energen Pvt. Ltd., a private limited company focused on marketing renewable energy products and solutions. The parties will work cooperatively to develop and expand projects.

On February 22, 2013, HPIL granted to its wholly owned subsidiary HPIL HEALTHCARE Inc. an exclusive license to use the patents relating to the "Massage Vibrator for the Relief of Aches and Pain" for the production, use, or sale of the resulting products throughout the world and especially in countries where we have the license to the patents.

(c)	Business of Issuer.

We are currently focused on making investments in companies, whether they are public or private enterprises in differing business sectors. The Company will not restrict the target companies to any specific business, industry or geographical location and thus seeks to acquire a variety of businesses. Further, the Company will evaluate the acquisition of intellectual properties and technologies for investment, with a particular interest in the healthcare and environmental quality sectors.

A concentration of the Company has become the development of the IFLOR Business to produce a “Massage Vibrator for the Relief of Aches and Pain” product through our subsidiary, HPIL HEALTHCARE Inc. We are in the planning stages of our marketing efforts and hope to generate interest in the product through existing strategic cooperation agreements and other consumer outreach and feedback. As of now, we expect our primary retail outlet will be pharmacy chains worldwide. Design and molding of the product are underway as of the first quarter of 2013. We plan to engage manufacturers for production, expect to reach full production by the fourth quarter of 2013, and begin supplying the product to retail outlets in 2014.

Employees

We have commenced only limited operations; therefore, we have no full-time employees. Our officers, Louis Bertoli and Nitin Amersey, and our directors, Louis Bertoli, Nitin Amersey, John B. Mitchell, and John Dunlap, III, provide services to us on an as-needed basis. When we commence full operations, we will need to hire full-time management and administrative support staff.

Research and Development Expenses

We have not incurred any expenses with respect to research and development activities up to this point in time.

Government Regulation and Standards

We are not specifically aware at this time of any existing or probable government regulations that might affect the operation of our business.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws. We have not yet and do not currently expect to make significant capital expenditures in order to comply with applicable environmental laws and regulations. We cannot predict with certainty our future capital expenditure requirements because of continually changing compliance standards and environmental technology. We do not have insurance coverage for environmental liabilities and do not anticipate obtaining such coverage in the future unless needed due to new or evolved business plans.

Reports to Security Holders

We will be a reporting company and will comply with the requirements of the Exchange Act. We will file quarterly and annual reports and other information with the SEC, and we will send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.

The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

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

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We do not currently lease or own any real property. We currently maintain our corporate offices at 7075 Gratiot Road, Suite One, Saginaw, MI 48609. At this time, there is no cost to us to use our current offices.

We are not presently subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

ITEM 3.

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 4.

MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Before we effectuated the merger (as described herein in the Business Background Section) on October 7, 2009, we traded on the OTC Bulletin Board under the name TNT Designs, Inc. and trade symbol “TNTD”. After the merger and change in name and business the Company traded on the OTC Bulletin Board under the trade symbol “TRHG”. On February 23, 2010, TRHG was delisted from the OTC Bulletin Board due to non-timely filings of periodic reports and was subsequently quoted on the Pink Sheets. Since the Company name change (as described herein in the Business Background Section) on May 22, 2012, our Common Stock trades on the OTC Bulletin Board (OTCQB) under the symbol “HPIL.” Because we have been operating under our new trade symbol for a short duration of time and have not commenced operations of our new business nor have we generated revenue from the new business, there has been limited market activity up to this point in time. The following table sets forth, for the periods indicated, the high and low bid information for our Common Stock as determined from sporadic quotations on the OTC Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High		Low

Year Ended December 31, 2012
First Quarter	$	0.25	$	0.25
Second Quarter	$	0.25	$	0.25
Third Quarter	$	0.25	$	0.85
Fourth Quarter	$	0.85	$	5.00

Security Holders

As of April 16, 2013, there were 56,671,000 common shares outstanding which were held by approximately 417 stockholders of record.

Dividends

We have never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain all of our future earnings to finance the growth and development of our business.

Transfer Agent

Bay City Transfer Agency and Registrar, Inc. is currently serving as our transfer agent.

Common Stock

We are authorized to issue 400,000,000 shares of common stock with a par value of $0.0001, of which 56,671,000 shares are issued and outstanding as of April 16, 2013. Each holder of our shares of our common stock is entitled to one (1) vote per share on all matters to be voted upon by the stockholders, including the election of directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer or prevent a change in control of our Company.

Preferred Stock

We are authorized to issue 100,000,000 shares of preferred stock. We have designated 25,000,000 shares of our preferred stock as Series 1, Class P-1 stock with a par value of $8.75 per share (“Class 1 Shares”). We have designated 75,000,000 shares of Series 2, Class P-2 stock with a par value of $7.00 per share (“Class 2 Shares”).

There are no shares of preferred stock (as defined herein) issued and outstanding as of April 16, 2013.

Each Series 1, Class P-1 share has voting rights equivalent to 100 shares of common stock and is convertible into 1.25 shares of common stock at the discretion of its holder. Each Series 2, Class P-2 share has voting rights equivalent to 1 share of common stock and is convertible into one share of common stock at the discretion of its holder.

Our board of directors has the right, without shareholder approval, to issue preferred shares. As a result, these preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with the intent to delay or prevent a change in control or make removal of management more difficult. Because we may issue up to 100,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted, resulting in your percentage of ownership in us decreasing.

Recent Sales of Unregistered Securities

On June 27, 2012, Mr. Louis Bertoli converted $500,000 of a loan made to the Company to 2,500,000 shares of common stock of the Company.

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited and, on April 10, 2013, entered into a related Amendment to the Assignment of Patents to acquire the IFLOR Business in exchange for 100,000,000 shares of common stock. The parties closed the transaction by executing a Closing Agreement on April 12, 2013, thereby reducing the consideration to 50,000,000 shares in accordance with the terms of the Stock Purchase Agreement. More details of this transaction may be found in the “Return of Securities to Issuer” section under this Item and in Item 7.

On July 30, 2012, we entered into a Stock Purchase Agreement with Daniel Haesler (“Haesler”), pursuant to which we sold 1,000,000 shares of common stock at a price of $0.25 per share for a total purchase price of $250,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 1,000,000 shares to Haesler on August 6, 2012.

On October 1, 2012, we entered into a Stock Purchase Agreement with Haesler, pursuant to which we sold 300,000 shares of common stock at a price of $0.85 per share for a total purchase price of $255,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 300,000 shares to Haesler on October 8, 2012.

On October 26, 2012, pursuant to the terms of the Quota Purchase Agreement made by and between the Company and Haesler, the Company agreed to acquire from Haesler thirty-two percent (32%) of Haesler Real Estate Management (the “Quotas”), a real estate management company, in exchange for 350,000 shares of common stock of the Company (the “Shares”). On December 14, 2012, in connection with the execution of that certain Closing Agreement entered into between Company, HPIL REAL ESTATE Inc., and Haesler, Company assigned its rights and obligations under the Quota Purchase Agreement to REAL ESTATE Inc. Following the assignment, REAL ESTATE Inc., on December 14, 2012, we assigned and transferred the Shares to Haesler and Haesler, on December 17, 2012, assigned and transferred the Quotas to REAL ESTATE Inc. in accordance with the terms and conditions of the Quota Purchase Agreement.

On December 11, 2012, we entered into a Stock Purchase Agreement with Haesler, pursuant to which we sold 250,000 shares of common stock at a price of $1 per share for a total purchase price of $250,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 250,000 shares to Haesler on December 17, 2012.

On February 27, 2013, we entered into a Stock Purchase Agreement with Haesler, pursuant to which we sold 16,000 shares of common stock at a price of $5.10 per share for a total purchase price of $81,600. Pursuant to the terms and conditions of the Stock Purchase Agreement, we issued the 16,000 shares to Haesler on March 7, 2013.

The transactions described above were exempt from registration pursuant to Section 4(2) and Rule 903 of Regulation S of the Securities Act of 1933, as amended.

Return of Securities to Issuer

On October 1, 2012, the Company cancelled an award of 22,000 shares of its Series 1 Class P-1 preferred stock (the “Preferred Stock”) made to Mr. Bertoli on December 4, 2009. In exchange for the Preferred Stock award cancellation, the Company issued an unsecured note to Mr. Bertoli in the amount of $192,500. As a result, the Preferred Stock was returned to the Company.

On April 12, 2013, the Company executed a Closing Agreement with GIOTOS Limited in relation to the Stock Purchase Agreement executed between the parties on June 28, 2012, and the Amendment to the Assignment of Patents executed between the parties on April 10, 2013, through which the Company acquired the IFLOR Business in exchange for 100,000,000 shares of common stock. As a result of the Closing Agreement, 50,000,000 shares of common stock will be returned to the Company. All disclosed information related to this transaction reflects the amended number of shares of 50,000,000. The circumstances of the Closing Agreement are detailed in Item 7.

ITEM 6.

SELECTED FINANCIAL DATA

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

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(a)	Liquidity and Capital Resources.

We are a development stage company focused on developing our business by making investments in both private and public companies. Also, we will continue to look at the acquisition of intellectual properties and technologies, with a particular interest in the healthcare and environmental quality sectors. Our principal business objective for the next twelve (12) months is to continue to develop our business plan in these sectors. As we have not commenced material operations, we have not earned any revenues.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. In the course of its start-up activities, the Company has sustained operating losses and expects to incur an operating loss for the foreseeable future. The Company’s significant cumulative operating losses and negative cash flows raise substantial doubt about its ability to continue as a going concern. The Company has generated a limited amount of revenue and has not achieved profitable operations or positive cash flows from operations. The Company has positive working capital of $150,546 at December 31, 2012. The Company has raised funds through the sale of common stock and its majority stockholder has indicated his ability and intent to provide financial support to the Company at least through December 31, 2013.

As of April 16, 2013, we had cash on hand of $33,082 and current liabilities of $0. We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2013. 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.

Net cash provided by (used in) operating activities. During the fiscal year ended December 31, 2012, net cash used in operating activities was $(383,506) compared with $(109,963) used in operating activities for the fiscal year ended December 31, 2011. The cash flow used in operating activities in the fiscal years ended December 31, 2012 and 2011 was primarily the result of incurred operating expenses.

Net cash provided by (used in) investing activities. During the fiscal year ended December 31, 2012, net cash used in investing activities was $(87,604) compared with $Nil used in investing activities for the fiscal year ended December 31, 2011. The cash flow used in investing activities in the fiscal year ended December 31, 2012 was primarily the result of purchase of molds and designs for production.

Net cash provided by (used in) financing activities. During the fiscal year ended December 31, 2012, net cash provided by financing activities was $689,156 compared with $104,227 provided by financing activities for the fiscal year ended December 31, 2011. The cash flow provided by financing activities in the fiscal year ended December 31, 2012 was primarily derived from proceeds from the issuance of common stock. The cash flow provided by financing activities in the fiscal year ended December 31, 2011 was primarily attributable to advances from shareholders.

On June 28, 2012, we executed a certain Stock Purchase Agreement with GIOTOS Limited and, on April 10, 2013, we executed a certain Amendment to the Assignment of Patents with GIOTOS Limited, through which we acquired the IFLOR Business, which consists of a portfolio of healthcare sector patent rights related to a “Massage Vibrator for the Relief of Aches and Pain” and other business processes and know-how, from GIOTOS Limited in exchange for 100,000,000 shares of common stock, valued at $25,000,000, based on the fair value tentatively assigned to the IFLOR Business based on the best information available to us at the time of the transaction. In accordance with the terms of the Stock Purchase Agreement and the Amendment to the Assignment of Patents, the initial valuations were subject to adjustment by independent third-party valuations. We subsequently obtained the expected third-party valuations of the IFLOR Business and of the shares (the “Valuations”). Based on the Valuations, the Company exercised its right to adjust the amount of shares pursuant to the terms of the Stock Purchase Agreement. On April 12, 2013, we executed a Closing Agreement with GIOTOS Limited to reduce the purchase price to $12,500,000 and to effect the share adjustment and return 50,000,000 shares of common stock to the Company’s treasury. GIOTOS Limited is a company owned and controlled by Mr. Louis Bertoli, our President, CEO, and Chairman of the Board of Directors.

In accordance with generally accepted accounting principles in the United States of America (“GAAP”), assets acquired in transactions between entities under common control, as is the case with the Company and GIOTOS Limited, should be recorded at the current carrying value of the seller. Increasing the carrying value of the assets acquired to estimated fair value is not permitted under these circumstances. Based on the foregoing, at December 31, 2012, the Company has not recorded any carrying value for the acquired patents rights related to the IFLOR device as the carrying value by the seller was not material. Accordingly, the difference between the initial preliminary transaction price of $25,000,000 and the final value of the assets recorded of zero has been recorded in equity as a capital transaction whereby the 50,000,000 shares issued as consideration were recorded to common stock at par value with the offset recorded to additional paid-in capital.

The Company initially filed its quarterly reports on Form 10-Q for the quarters ended June 30, 2012, and September 30, 2012, as though the transaction with GIOTOS Limited, and between GIOTOS Limited and the patent holders, was an arm’s length transaction and not a transaction between entities under common control. As a result, the Company intends to file amended quarterly reports on Form 10-Q for the quarters ended June 30, 2012, and September 30, 2012, to adjust previously reported financial statements. These adjustments, including to shares outstanding at December 31, 2012, have been reflected retrospectively in this annual report on Form 10-K.

(b)	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 substantial expenses to date have related to the development of our business plan and other expenses related to the daily operations of a public company.

(c)	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.

(d)	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 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

HPIL Holding and Subsidiaries

We have audited the accompanying consolidated balance sheets of HPIL Holding and Subsidiaries (a development stage company) (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from inception (February 17, 2004) to December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HPIL Holding and Subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the year then ended and for the period from inception (February 17, 2004) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant cumulative operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ UHY LLP

Farmington Hills, Michigan

April 16, 2013

HPIL HOLDING and Subsidiaries (formerly Trim Holding Group) (A Development Stage Company) CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2011 ASSETS 2012 2011
	Current assets: Cash Prepaid expense Total current assets Property and equipment Other assets: Investments In affiliated company Total other assets Total assets Current liabilities Accounts payable and accrued expenses Advances from stockholder Notes payable to stockholder Total current liabilities	LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$ $ $	218,046 10,000 228,046 87,604 297,500 385,105 613,150 - - 77,500 77,500	$ $ $	- - - - - - - 93,781 450,844 - 544,625
	Preferred stock, series 1,class P-1 par value $8.75 Preferred stock, series 2,class P-2 par value $7.00 Common stock par value $0.0001: Additional paid-in capital Deficit accumulated during the development stage Total stockholders’ equity (deficit) Total liabilities and stockholders’ equity (deficit)		25,000,000 shares authorized; nil issued and outstanding at December 31,2012 and 22,000 issued and outstanding at December 31, 2011 75,000,000 shares authorized; nil issued and outstanding at December 31, 2012 and 2011 400,000,000 shares authorized; 56,655,000 issued are outstanding at December 31, 2012 and 2,255,000 issued and outstanding at December 31, 2011	$	- - 5,666 1,686,242 (1,156,258) 535,650 613,150	$	192,500 - 226 139,182 (786,533) (544,625) -

HPIL HOLDING and Subsidiaries
(formerly Trim Holding Group)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

						For the Period
						From Inception
		For the Year		For the Year		(February 17,
		Ended		Ended		2004) to
		December 31,		December 31,		December 31,
		2012		2011		2012

Sales	$	-	$	-	$	42,021
Cost of goods sold		-		-		36,419
Gross profit		-		-		5,602

Operating expenses:
General and administrative		279,725		158,931		942,913
Total operating expenses		279,725		158,931		942,913

Loss from continuing operations		(279,725)		(158,931)		(937,311)

Loss from discontinued operations, net of $0 tax		-		-		(218,947)

Net loss	$	(279,725)	$	(158,931)	$	(1,156,258)




Weighted average shares
outstanding - Basic and diluted		29,632,596		2,255,260		5,580,988
Loss from continuing operations	$	(0.01)	$	(0.07)	$	(0.17)
Loss from discontinued operations		-				(0.04)
Net Loss per common share	$	(0.01)	$	(0.07)	$	(0.21)

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

HPIL HOLDING
(formerly Trim Holding Group)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (FEBRUARY 17, 2004) TO DECEMBER 31, 2012

																	Deficit
																	Accumulated
			Preferred Stock			Preferred Stock							Additional		Stock		During The		Total
			Series 1, Class P-1			Series 2, Class P-2			Common Stock				Paid-In		Subscription		Development		Stockholders'
			Shares		Value	Shares		Value	Shares		Value		Capital		Receivable		Stage		Deficit


Sale of common stock to officer, at $0.0001,
	per share (February 17, 2004)		-	$	-	-	$	-	2,000,000	$	200	$	-	$	-	$	-	$	200

Sale of common stock under private placement,
	at $0.10, per share, (March to May 2004)		-		-	-		-	100,000		10		9,990		-		-		10,000

Stock issued for services at $0.10, per share,
	(December 2004)		-		-	-		-	100,000		10		9,990		-		-		10,000

Sale of common stock sold under private
	placement, at $0.10, per share, (March 2005)		-		-	-		-	92,500		9		9,241		-		-		9,250

Officer advances and accrued expenses discharged			-		-	-		-	(30,000)		(3)		109,961		-		-		109,958

Stock issued to officer to satisfy debt at $8.75
	per share (December 4, 2009)		22,000		192,500	-		-	-		-		-		-		-		192,500

Stock issued as consideration for patent agreement
	at $7.00 per share (December 31, 2009), net of discount	-			-	3,750,000		12,252,500	-		-		-		-		-		12,252,500

Cancellation of shares by Board approval
	(May 27, 2010)		-		-	-		-	(2,500)		-		-		-		-		-

Stock issued for subscription receivable			-		-	-		-	6,000,000		600		41,999,400		(42,000,000)		-		42,000,000

Cancellation of stock issues for subscription receivable			-		-	-		-	(6,000,000)		(600)		(41,999,400)		42,000,000		-		(42,000,000)
	December 6, 2010

Cancellation of stock issued as consideration for patent
	agreement, December 6, 2010		-		-	(3,750,000)		(12,252,500)	-		-		-		-		-		(12,252,500)

Net loss for the period from inception (February 17, 2004)
	to December 31, 2010		-		-	-		-	-		-		-		-		(717,602)		(717,602)

Balance as of December 31, 2010			22,000		192,500	-		-	2,260,000		226		139,182		-		(717,602)		(385,694)
Cancellation of shares at par			-		-	-		-	(5,000)		-		-		-		-		-
Net loss for 2011			-		-	-		-	-		-		-		-		(158,931)		(158,931)
Balance as of December 31, 2011			22,000	$	192,500	-	$	-	2,255,000	$	226	$	139,182	$	-	$	(876,533)	$	(544,625)

Conversion of loan by officer to common stock on June 27, 2012			-		-	-		-	2,500,000		250		499,750		-		-		500,000

Stock issued as consideration for patent agreement on June 28, 2012			-		-	-		-	50,000,000		5,000		(5,000)		-		-		-

Sale of stock under private placement at $0.25 per share on July 30, 2012			-		-	-		-	1,000,000		100		249,900		-		-		250,000

Sale of stock under private placement at $0.85 per share on October 1, 2012			-		-	-		-	300,000		30		254,970		-		-		255,000

Issuance of shares for investment in an affiliated company at $0.85 per share on October 26, 2012			-		-	-		-	350,000		35		297,465		-		-		297,500

Sale of stock under private placement at $1,00 a share on December 11, 2012			-		-	-		-	250,000		25		249,975		-		-		250,000

Cancellation of series 1 class P-1 preferred stock issued to an officer in exchange for a note on October 2, 2012			(22,000)		(192,500)	-		-	-		-		-		-		-		(192,500)

Net Loss for 2012			-		-	-		-	-		-		-		-		(279,725)		(279,725)
Balance as of December 31, 2012			-	$	-	-	$	-	56,655,000	$	5,666	$	1,686,242	$	-	$	(1,156,258)	$	535,650

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

HPIL HOLDING
(formerly Trim Holding Company)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

								For the Period
								From Inception
				For the Year		For the Year		(February 17,
				Ended		Ended		2004) to
				December 31,		December 31,		December 31,
				2012		2011		2012

OPERATING ACTIVITIES:
	Net loss		$	(279,725)	$	(158,931)	$	(1,156,258)
	Adjustment for non-cash item:
		Common stock issued for services		-		-		10,000

	Deferred stock offering expense amortization			-				32,842

	Adjustments for changes in working capital:
		Prepaid expenses		(10,000)		16,106		(10,000)
		Accounts payable and accrued expenses		(93,781)		32,862		-
NET CASH USED IN OPERATING ACTIVITIES				(383,506)		(109,963)		(1,123,416)
INVESTING ACTIVITIES:
	Purchase of molds and designs			(87,604)		-		(87,604)

FINANCING ACTIVITIES:
	Proceeds from issuance of common stock			755,000		-		774,450
	Net advances from stockholder			49,156		112,805		500,000
	Repayment of note payable to stockholder			(115,000)				(115,000)
	Advances from officers			-		-		109,958
	Issuance of preferred stock					-		192,500
	Deferred stock offering expenses			-		-		(32,842)
	Repayment of note payable					(8,578 )		0
CASH PROVIDED BY FINANCING ACTIVITIES				689,156		104,227		1,429,066

NET INCREASE (DECREASE) IN CASH				218,046		(5,736)		218,046

CASH - BEGINNING OF YEAR				-		5,736		-

CASH - END OF YEAR			$	218,046	$		$	218,046
The accompanying notes are an integral part of these consolidated financial statements.

HPIL HOLDING AND SUBSIDIARIES

(formerly Trim Holding Group)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Operations

HPIL HOLDING and Subsidiaries (referred to in this report as “HPIL”, the “Company”, “us”, “our” or “we”) (formerly Trim Holding Group) was incorporated on February 17, 2004 in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company’s activities were involved in developing a business plan to market and distribute fashion products.

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

On October 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company’s management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company’s business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved.

On May 21, 2012, the Company changed its name to HPIL HOLDING.

As of December 31, 2012, the Company has yet commenced operations. Expenses incurred from February 17, 2004 (date of inception) through December 31, 2012 relate to the Company’s formation and general administrative activities.

HPIL HOLDING’s intends that its main activity will be in the business of investing in differing business sectors.

To begin the implementation of the business plan, on September 10, 2012, Company organized six new subsidiary companies. Each of these subsidiary companies is wholly (100%) owned by the Company. The names of the new subsidiary companies were HPIL HEALTHCARE Inc., HPIL ENERGYTECH Inc., HPIL WORLDFOOD Inc., HPIL REAL ESTATE Inc., HPIL GLOBALCOM Inc. and HPIL ART&CULTURE Inc. These companies have been organized to implement the various growth strategies of the Company. HPIL HEALTHCARE Inc. has been organized to facilitate investments in the health care sector. HPIL ENERGYTECH Inc. has been organized to facilitate investments in the energy sector. HPIL WORLDFOOD Inc. has been organized to facilitate investments in the food sector. HPIL REAL ESTATE Inc. has been organized to facilitate investments in the real estate sector. HPIL GLOBALCOM Inc. has been organized to facilitate investments in the communication sector and HPIL ART&CULTURE Inc. has been organized to facilitate investments in the art and culture sector. We intend to make such investments in the United States and worldwide if adequate candidates can be identified.

Basis of Presentation

The accompanying Consolidated Financial Statements (“Financial Statements”) have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). As of December 31, 2012 none of the above subsidiaries have begun full operations.

NOTE 2 – GOING CONCERN

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is a development stage company. The Company is still devoting substantially all of its efforts to developing its business and its planned principal operations. Operations have not yet commenced, but are planned to commence in the next twelve months.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Investments in Unconsolidated Affiliates

The Company utilizes the equity method of accounting, as prescribed by ASC Topic 323 “The Equity Method of Accounting for Investments in Common Stock”, when it is able to exercise significant management influence over the entity’s operations, which generally occurs when HPIL has an ownership interest of between 20% and 50% in an entity. The cost method of accounting is used when the Company does not exercise significant management influence, generally when HPIL has an ownership interest of less than 20%. The Company’s investment in Haesler Real Estate LLC’s (“Haesler”) is accounted for under the equity method of accounting. The Company’s share of Haesler’s earnings for the year ended December 31, 2012 is immaterial.

Reclassifications

Certain amounts previously reported in our 2011 financial statements have been reclassified to conform to our 2012 presentation.

Use of Estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes”. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

As of December 31, 2012 and December 31, 2011 there were no amounts that had been accrued in respect to uncertain tax positions.

The Company’s tax returns are not currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2009 and later remain subject to examination by the IRS and respective states.

Property and equipment

The Company’s property and equipment consists of molds and designs at December 31, 2012. Once placed into operations, the Company will depreciate these assets over there estimated useful lives, expected to range between 5 and 10 years. For the year ended December 31, 2012, the Company has not recorded any depreciation expense related to these assets.

Net Loss per Share

Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period and the number of shares of common stock issuable upon assumed exercise of preferred stock.

For the year ended December 31, 2012 and 2011 and for the period from inception (February 17, 2004) to December 31, 2012, there were no outstanding instruments having a dilutive effect, due to the recurring losses.

Supplemental Cash Flow Information Regarding Non-Cash Investing and Financing Activities

During the twelve months ended December 31, 2012 and 2011, the Company had the following non-cash transactions:

			Year Ended
			December 31,
			2012
Issuance of 50,000,000 shares of common stock for acquisition of IFLOR Business	$	5,000
Conversion of advances from shareholder to 2,500,000 shares of common stock	$	500,000
Issuance of 350,000 shares of common stock for investment in affiliate	$	297,500
Issuance of note payable for cancellation of 22,000 shares of preferred stock	$	192,500

Recently Issued Accounting Pronouncements

Management has reviewed recently issued accounting pronouncements and determined that none of the recent pronouncements significantly affect the Company.

NOTE 4 – INTANGIBLE ASSETS - PATENTS

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited and, on April 12, 2013, we entered into a related Amendment to the Assignment of Patents with GIOTOS Limited, through which we acquired a portfolio of healthcare sector patent rights related to a “Massage Vibrator for the Relief of Aches and Pain” and other business processes and know-how related (collectively, the “IFLOR Business”), from GIOTOS Limited in exchange for 100,000,000 shares of common stock, initially valued at $25,000,000, based on the fair value tentatively assigned to the IFLOR Business based on the best information available to us at the time of the transaction. In accordance with the terms of the Stock Purchase Agreement and the Amendment to the Assignment of Patents, the initial valuations were subject to adjustment by independent third-party valuations. We subsequently obtained the expected third-party valuations of the IFLOR Business and of the shares (the “Valuations”). Based on the Valuations, the Company exercised its right to adjust the amount of shares pursuant to the terms of the Stock Purchase Agreement. On April 12, 2013, we executed a Closing Agreement with GIOTOS Limited to reduce the purchase price to $12,500,000 and to effect the share adjustment and return 50,000,000 shares of common stock to the Company’s treasury. As both entities are majority owned and controlled by Mr. Bertoli, assets acquired in transactions between entities under common control should be recorded at the current carrying value of the seller. Increasing the carrying value of the assets acquired to estimated fair value is not permitted under these circumstances. Based on the foregoing, the Company has not recorded any carrying value for the acquired patents rights related to the IFLOR device. Accordingly, the difference between the transaction price and the value of the assets recorded has been recorded in equity as a capital transaction whereby the 50,000,000 shares issued as consideration were recorded to common stock at par value with the offset recorded to additional paid-in capital.

On October 16, 2012, the Company's wholly owned subsidiary HPIL HEALTHCARE Inc. was approved to develop certain patents and related product owned by the Company related to a “Massage Vibrator for the Relief of Aches and Pain”, and to begin manufacture the “Stimulating Massage Device” in accordance with the patents.

NOTE 5 – NOTES 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 was effective until July 30, 2011 and the unexpended portion of the premium was $8,578 as of December 31, 2010 which is included in prepaid expenses as of that date. The balance payable under the financing arrangement was $13,000 at December 31, 2011 and was paid in full during the year ended December 31, 2012.

During 2012 the Company, in agreement with the Company’s majority stockholder, cancelled its 22,000 share of preferred stock outstanding in exchange for a note payable of $192,500. The note is non-interest bearing and payable on demand. As of December 31, 2012, the Company has $77,500 payable to the shareholder.

NOTE 6 – CAPITAL STOCK

On October 7, 2009, the Company approved increasing the number of authorized shares of common stock from 30,000,000 to 400,000,000 with no change in par value of $0.0001 per share.

On October 7, 2009, the Company approved the designation of two classes of preferred stock totaling 100,000,000 shares. The first class is called Series 1, Class P-1 consisting of 25,000,000 authorized shares with a par value of $8.75 per share; each share will have voting rights equal to 100 shares of common stock; each share will be convertible into 1.25 shares of common stock at the discretion of the shareholder. The second class is called Series 2, Class P-2 consisting of 75,000,000 authorized shares with a par value of $7.00 per share; each share will have the voting rights equal to 1 share of common stock; each share will be convertible into one share of common stock at shareholder's discretion.

On December 4, 2009, we issued 22,000 shares of Series 1, Class P-1 preferred stock to Mr. Louis Bertoli, the Company’s majority stockholder, in consideration for satisfaction of an outstanding debt incurred from a cash loan of $192,500 provided to the Company by Mr. Bertoli.

On June 27, 2012, we issued 2,500,000 shares of common stock to Mr. Louis Bertoli in consideration for satisfaction of $500,000 of advances from stockholder.

On June 28, 2012, pursuant to the terms of a Patent Purchase Agreement made by and between the Company and GIOTOS, we issued 100,000,000 shares of common stock to GIOTOS, a company owned and controlled by Mr. Louis Bertoli. The number of shares issued and the purchase price were subject to a valuation of the common stock and patents, and were to be adjusted based upon the these fair values.

The Company subsequently obtained the expected third-parties valuations of the IFLOR Business and of the shares (the “Valuations”). Based on the Valuations, the Company exercised its right to adjust the amount of shares pursuant to the terms of the Stock Purchase Agreement. On April 12, 2013, we executed a Closing Agreement with GIOTOS Limited to reduce the purchase price to $12,500,000 and to effect the share adjustment and return 50,000,000 shares to the Company.

On July 30, 2012, the Company entered into a Stock Purchase Agreement with Daniel Haesler (“Haesler”), pursuant to which we sold 1,000,000 shares of common stock at a price of $0.25 per share for a total purchase price of $250,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Company issued the 1,000,000 shares to Haesler on August 6, 2012.

On October 1, 2012, the Company entered into a Stock Purchase Agreement with Haesler, pursuant to which we sold 300,000 shares of common stock at a price of $0.85 per share for a total purchase price of $255,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Company issued the 300,000 shares to Haesler on October 8, 2012.

On October 26, 2012, pursuant to the terms of the Quota Purchase Agreement made by and between the Company and Haesler, the Company agreed to acquire from Haesler thirty-two percent (32%) of Haesler Real Estate Management (the “Quotas”), a real estate management company, in exchange for 350,000 shares of common stock of the Company (the “Shares”). On December 14, 2012, in connection with the execution of that certain Closing Agreement entered into between Company, HPIL REAL ESTATE Inc., and Haesler, Company assigned its rights and obligations under the Quota Purchase Agreement to REAL ESTATE Inc. Following the assignment, REAL ESTATE Inc., on December 14, 2012, the Company assigned and transferred the Shares to Haesler and Haesler, on December 17, 2012, assigned and transferred the Quotas to REAL ESTATE Inc. in accordance with the terms and conditions of the Quota Purchase Agreement.

On December 11, 2012, the Company entered into a Stock Purchase Agreement with Haesler, pursuant to which we sold 250,000 shares of common stock at a price of $1 per share for a total purchase price of $250,000. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Company issued the 250,000 shares to Haesler on December 17, 2012.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company had advances payable to its current majority shareholder totaling $450,844 as of December 31, 2011, which were repaid and converted into common stock during the year ended December 31, 2012. All transactions with Mr. Louis Bertoli or his affiliated companies are considered to be related party transactions. These advances were made to be used for working capital.

The Company’s wholly owned HPIL HEALTHCARE Inc. uses the service of MB Ingenia (Italy) for the production of the "Massage Vibrator for the Relief of Aches and Pain". During 2012, HPIL HEALTHCARE Inc. incurred expenses of $87,604 in relation to these services. Mr. Bertoli, is the President and CEO of MB Ingenia. Mr. Bertoli also serves as an executive officer and director of our Company.

On June 27, 2012, Mr. Louis Bertoli converted $500,000 of a loan made to the Company to 2,500,000 shares of common stock of the Company. Mr. Bertoli serves as an executive officer and director of our Company.

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited and acquired a portfolio of patent rights in exchange for 100,000,000 shares of common stock. GIOTOS Limited is a company owned and controlled by Mr. Bertoli. On April 12, 2013, the Company entered into a related Closing Agreement with GIOTOS Limited which resulted in 50,000,000 of the common shares returned to the Company.

On July 20, 2009, the Company entered into a two-year consulting agreement with Amersey Investments LLC, a company controlled by a director and the CFO of the Company, Nitin Amersey (“Amersey”). Amersey will provide office space, office identity and assist the Company with corporate, financial, administrative and management records. For the twelve months ended December 30, 2012 and 2011, the Company incurred expenses of $50,000 and $35,000, respectively, in relation to these services. The Company has prepaid Amersey Investments LLC $10,000. These charges will be reflected as expenses in the 1^st quarter, 2013.

The Company uses Bay City Transfer Agency & Registrar Inc. (“BCTAR”) to do its stock transfers. Mr. Amersey is listed with the Securities and Exchange Commission as a control person of BCTAR. For the twelve months ended December 31, 2012 and 2011, the Company incurred expenses of $11,370 and $4500 respectively, in relation to these services.

The Company uses the services of Freeland Venture Resources LLC, for Edgar filings. Mr. Amersey is a control person in Freeland Venture Resources LLC. For the twelve months ended December 31, 2012 and 2011, the Company incurred expenses of $15,778 and $6,498 respectively, in relation to these services.

NOTE 8 – DISCONTINUED OPERATIONS

The gains and losses from the disposition of certain assets, and associated liabilities, operating results, and cash flows are reflected as discontinued operations in the unaudited condensed consolidated financial statements for all periods presented.

Summarized financial information for discontinued operations for the years ended December 31, 2012 and 2011 and from inception to date are as follows:

		2012		2011		Inception to date
Sales	$	-	$	-	$	-
Cost of Sales		-		-		-
Gross Profit		-		-		-
Operating Expenses
General & Administrative		-		-		218,947
Total Operating Expense		-		-		218,947
Net Loss From Discontinued Operations	$	-	$	-	$	(218,947)

NOTE 9 – INCOME TAX

The Company’s effective income tax rate of 0.0% differs from the federal statutory rate of 34% for the reason set forth below for the years ended December 31:

	2012	2011
Income Taxes at the Statutory Rate	$ (85,000)	$ (54,037)
Valuation Allowance	117,300	60,000
State Tax	(32,300)	(5,963)
Total Income Tax	$ -	$ -

The following presents the components of the Company total income tax provision:

	2012	2011
Current Expense	$ -	$ -
Deferred Benefit	117,300	(60,000)
Change in Valuation	(117,300)	60,000
Total	$ -	$ -

Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The tax effect of primary temporary differences giving rise to the Company deferred tax assets and liabilities for the years ended December 31, 2012 and 2011 are as follows

	2012	2011
Deferred Tax Assets (Liabilities)
State Tax Benefit	$ 57,200	$35,000
Operating Losses Carry Forward	393,100	298,000
Valuation Allowance	(450,300)	(333,000)
	$ -	$ -

The Company has recorded a valuation allowance to fully offset the net deferred assets based on the fact that the Company has not recognized taxable income since its inception. At December 31, 2012, the Company has operating loss carry forwards totaling $1,156,257 that may be used to reduce future taxable income. The operating loss carry forwards expire between 2024 and 2032. Annual utilization of these operating loss carry forwards is limited due to a change in ownership, as defined by the IRS Code, that occurred in 2009

NOTE 10 – SUBSEQUENT EVENTS

On February 27, 2013, the Company entered into a Stock Purchase Agreement with a certain accredited investor, pursuant to which the Company sold 16,000 shares of common stock at a price of $5.10 per share for a total purchase price of $81,600. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Company issued the 16,000 shares to the accredited investor on March 7, 2013.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 6, 2011, the Company dismissed its independent registered public accounting firm UHY LLP (“UHY”) and engaged DNTW Chartered Accountants, LLP (“DNTW”) as the Company’s new and current independent registered public accountants. There were no disagreements between the Company and UHY regarding any matter or accounting principles or practice or financial statement disclosures.

On March 12, 2012, the Company dismissed DNTW and engaged UHY as the Company’s new and current independent registered public accountants. There were no disagreements between the Company and DNTW regarding any matter or accounting principles or practice or financial statement disclosures.

ITEM 9A.

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-K 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)	Management’s annual report on internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of change in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that result in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal controls over financial reporting were not effective as of December 31, 2012.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 and identified the following material weaknesses:

Lack of Expertise. There is a lack of expertise in the key functional areas of finance, accounting and financial reporting.

Lack of Segregation of Duties. We have an inadequate number of personnel to properly implement control procedures.

Lack of Disclosure Controls. There is a lack of disclosure controls to ensure adequate disclosures are made in our periodic filings.

Management is committed to improving its internal controls and will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities. At this time, however, management has not established a time table for when it intends to address the aforementioned material weaknesses.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to rules of the SEC that permit is the Company to provide only management’s report in the annual report.

(c)	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.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

Our current executive officers and directors and their ages are as follows:

Name	Age	Position(s)
Louis Bertoli	38	Chairman of the Board, President and CEO
Nitin Amersey	61	Director, CFO, Corporate Secretary and Treasurer
John B. Mitchell	63	Director
John Dunlap, III	54	Director

Set forth below is information relating to the business experience of each of our directors and executive officers.

Louis Bertoli, age 38, was appointed Chairman of the Board, Chief Executive Officer and President of the Company in June 2009. Mr. Bertoli serves as the Chief Executive Officer and President of MB Ingenia (Italy), a private company since May 2011. He serves as the Chief Executive Officer, President and Director of GIOTOS Limited (UK), a private company since February 2012. Mr. Bertoli served as the Chief Financial Officer of HPIL Holding from April 11, 2011 to March 9, 2012. He has over 8 years of experience in innovative technologies in the health care industries. He received a degree as a professional Surveyor in Brescia, Italy.

Nitin Amersey, age 61, has 40 years of experience in international trade, marketing and corporate management. Mr. Amersey was elected as a director of ESW and has served as a member of the board since January 2003. Mr. Amersey was appointed Interim Chairman of the Board in May 2004 and subsequently was appointed Chairman of the Board in December 2004 and served as Chairman on ESW's board through to January 2010. In addition to his service as a board member of ESW, Mr. Amersey has been Chairman of Scothalls Limited, a private trading firm from 1978 to 2005. Mr. Amersey has also served as President of Circletex Corp., a financial consulting management firm since 2001, has been the Managing Member in Amersey Investments, LLC, a financial consulting management firm since 2006, and has served as chairman of Midas Touch Global Media Corp from 2005 to the present. He is also Chairman of Hudson Engineering Industries Pvt. Ltd. and of Trueskill Technologies Pvt. Ltd., private companies domiciled in India. He was a director of New World Brands Inc. from September 2010 to July 2011 and Chief Executive Officer of New World Brands, Inc., from December 2010 to July 2011. He is a director of Azaz Capital Corp., formerly ABC Acquisition Corp 1505 and formerly its Chairman. Mr. Amersey served as director and Chief Executive Officer of ABC Acquisition Corp. 1502, from June 2010 to February 2011. From 2003 to 2006 Mr. Amersey was Chairman of RMD Entertainment Group and also served during the same period as chairman of Wide E-Convergence Technology America Corp. Mr. Amersey has a Master’s of Business Administration Degree from the University of Rochester, Rochester, New York, and a Bachelor of Science in Business from Miami University, Oxford, Ohio. He graduated from Miami University as a member of Phi Beta Kappa and Phi Kappa Phi. He is the sole member manager of Amersey Investments LLC. Mr. Amersey also holds a Certificate of Director Education from the NACD Corporate Director's Institute.

John B. Mitchell, age 63, is a Professor of Finance at Central Michigan University since 1975. Mr. Mitchell is also the Founder and President of the Chippewa Watershed Conservancy, a land trust operating in Clare, Isabella, Gratiot, Mecosta, and Montcalm counties of Michigan. Mr. Mitchell has co-authored articles such as, “Financial Implications of Accounting for Human Resources Using a Liability Model” published in the Journal of Human Resource Costing & Accounting, 2008 volume 12; “Publication vs. Citation: Impact on Scholarly Contribution” published in Advances in Financial Education, Fall 2005; “Citation Patterns in the Finance Literature” published in Financial Management 30, Autumn 2001; and the “Stock Market Reaction to Plant Closings” published in American Journal of Business, 1993 volume 8.

John Dunlap, III, age 54, currently owns Dunlap Group, a California-based advocacy and consulting firm since 2007. Additionally, Mr. Dunlap has served on the Board of Directors of Environmental Solutions Worldwide Inc. (ESW) since 2007. He previously served as President and CEO of the 20,000 member California Restaurant Association (CRA) from 1998 to 2004. In 2003, he was appointed by California Governor Gray Davis to serve as Chairman of the State Compensation Insurance Fund (SCIF). Mr. Dunlap also served five years in California Governor Pete Wilson's Administration as Chairman of the Board of Directors of the California Air Resources Board (CARB) from 1994 to 1999, as well as serving as the Chief Deputy Director of the California Department of Toxic Substances Control from 1993 to 1994. Prior to his state service, Mr. Dunlap worked for the South Coast Air Quality Management District for over 11 years serving as Public Advisor. He also worked for California Congressman Jerry Lewis (R-Redlands), former House Appropriations Committee Chairman. Additionally, Mr. Dunlap served as a Commissioner and Executive Committee member of the California Travel and Tourism Commission, where he was involved in the planning and implementation of the state's marketing and advertising program. Mr. Dunlap has been active with the California Travel Industry Association (CALTIA) serving as Chairman in 2002 and serving as the long-time Chair of their CALTIA Political Action Committee. Mr. Dunlap also has served on the Boards of the National Restaurant Association, the California Taxpayer’s Association and the American Red Cross.

Directors

Our bylaws authorize no less than one (1) and no more than eleven (11) directors. We currently have four (4) Directors.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Significant Employees

We have no significant employees other than our officers.

Director or Officer Involvement in Certain Legal Proceedings

During the past five (5) years, none of the following occurred with respect to one of our present or former directors or executive officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Director Independence

While we are not at this time required to have our board comprised of a majority of “independent directors” as we are not subject to the listing requirements of any national securities exchange or association, all members of our board of directors other than Louis Bertoli, our CEO, and Nitin Amersey, our CFO, Treasurer and Secretary, meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company has become aware that Nitin Amersey, a director and CFO of the Company, did not make a timely filing of Form 4 with respect to two transactions that took place during 2012. Additionally, John Mitchell and John Dunlap, III, both directors of the Company, did not make timely filings of Form 3 or Form 4 with respect to becoming directors and receipt of Company stock. Mr. Amersey and Mr. Dunlap have since made the appropriate filings and Mr. Mitchell is taking steps to make the appropriate filings as of the date of this filing.

Committee of the Board of Directors

Our board of directors has established three (3) standing committees: (1) the Compensation Committee, (2) the Audit Committee and (3) the Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by the board of directors and which will be available upon request to us.

Compensation Committee

Our board of directors has established a Compensation Committee, comprised of Mr. Dunlap and Mr. Mitchell. All of the members of our Compensation Committee are independent directors.

Our Compensation Committee is authorized, among other duties and powers as provided for in its Charter, to:

•

review and recommend the compensation arrangements for management, including the compensation for our chief executive officer;

•

establish and review general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals;

•

review at least annually our policy regarding the frequency and schedule for equity awards to employee and directors and make recommendations to the board of directors of such changes as the Compensation Committee deems appropriate; and

•

annually review the compensation of directors and submit any recommendations for changes thereto to the board of directors.

Audit Committee

Our board of directors has established an Audit Committee, comprised of Mr. Mitchell and Mr. Dunlap. Both of the members of our Audit Committee are independent directors. Mr. Mitchell serves as chairman of the Audit Committee. Our board of directors has determined that Mr. Mitchell is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Our Audit Committee is authorized, among other duties and powers as provided for in its Charter, to:

•

provide assistance to our board of directors in its oversight of the integrity of our accounting and financial reporting processes and of the audits of our financial statements;

•

provide assistance to our board of directors in its oversight of our compliance with legal and regulatory requirements;

•

provide assistance to our board of directors in its oversight of our outside auditor’s independence and qualifications;

•

provide assistance to the board of directors in its oversight of the performance of our internal audit function and outside auditors;

•

directly appoint, retain or terminate, compensate, and oversee and evaluate our outside auditors, and to approve all audit engagement fees and terms;

•

prior to the initial engagement of any public accounting firm to be our outside auditors, to obtain and review a written report from such firm regarding all relationships between such firm or its affiliates and the Company or persons in a financial reporting oversight role at the Company;

	•		pre-approve and/or adopt policies governing audit committee pre-approval of, all audit services to be provided by our outside auditor;
	•		pre-approve and/or adopt policies governing audit committee pre-approval of, all permitted non-audit services and related fees to be provided by the outside auditors;

•

review with management, our outside auditors and our internal auditors the adequacy of our internal controls, including computerized information system controls and security; and

•

review with management, our outside auditors and our internal auditors any related significant finding and recommendations of the outside auditors and/or the internal auditors together with managements responses thereto.

Nominating and Corporate Governance Committee

Our board of directors has established a Nominating and Corporate Governance Committee, comprised of Mr. Dunlap and Mr. Mitchell, each of whom is an independent director of the Company. Mr. Dunlap serves as chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is authorized, among other duties and powers as provided for in our Committee Authority and Responsibilities Policy to:

•

identify and nominate members of the board of directors;

•

oversee the evaluation of the board of directors and management;

•

evaluate and make recommendations to our board of directors concerning the size and structure of the board;

•

evaluate the performance of the members of the board of directors;

•

make recommendations to the board of directors as to the structure, composition and functioning of the board of directors and its committees; and

•

periodically review corporate governance trends and where appropriate, make recommendations to the Board of Directors on the governance of the Company.

We have no formal policy regarding board diversity. Our Nominating and Corporate Governance Committee and board of directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. Our Nominating and Corporate Governance Committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

Code of Ethics

On June 4, 2010, we adopted a code of ethics that applies to our officers, directors and employees. We have filed a copy of our code of ethics as an exhibit to a previously filed registration statement. The code of ethics remains in effect following the name change on May 8, 2012, and change of business plan on July 18, 2012. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of our code of ethics will be provided without charge upon written request to us by mail or on our website. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a current report on Form 8-K.

Related Persons Transactions Policy

On June 4, 2010, we adopted a written Related Party Transaction Policy for the review, approval and ratification of transactions involving the “related parties” of the Company. The policy remains in effect following the name change on May 8, 2012, and change of business plan on July 18, 2012. In each case, related parties includes directors and nominees for director, executive officers and immediate family members of the foregoing, as well as security holders known to beneficially own more than five percent of our common stock. The policy covers any transaction, arrangement or relationship, or series of transactions, arrangements or relationships, in which we were, is or will be a participant and in which a related party has any direct or indirect interest. The policy is administered by our board of directors.

ITEM 11.

EXECUTIVE COMPENSATION

Since our incorporation on February 17, 2004 and subsequent merger and re-domicile on October 7, 2009, name change on May 8, 2012, and change of business plan on July 18, 2012, we have not compensated any of our officers, directors or employees. We have no employment agreements with any of our directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of April 16, 2013, the number of shares of our common stock that are beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 56,671,000 shares of our common stock and issued and outstanding as of April 16, 2013.

Name of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned
Louis Bertoli (1)	53,260,000	93.98%
Nitin Amersey (2)	10,500	*
John B. Mitchell (3)	500	*
John Dunlap, III (4)	500	*
All directors and executive officers as a group (4 people)	53,271,500	94%

* Less than 1%

(1) Mr. Bertoli is our Chairman of the Board and President, Chief Executive Officer of HPIL Holding. 3,260,000 shares owned directly and 50,000,000 shares owned indirectly through GIOTOS Limited

(2) Mr. Amersey is a Director and Chief Financial Officer, Corporate Secretary and Treasurer of HPIL Holding. 5,500 shares owned directly and 5,000 shares owned indirectly through Amersey Investments LLC.

(3) Mr. Mitchell is a Director of HPIL Holding.

(4) Mr. Dunlap is a Director of HPIL Holding.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

From September 2009 to July 2011, Amersey Investments LLC (“Amersey Investments”) provided consulting services to us for a monthly fee of $5,000.00. Commencing in March 2012, Amersey Investments will resume its provision of consulting services to us for a monthly fee of $5,000.00. Mr. Nitin Amersey is a principal of Amersey Investments and also serves as an executive officer and director of our Company.

Since June 18, 2009¸ Bay City Transfer Agency and Registrar, Inc. (“BCTAR”) has acted as our transfer agent. During 2012, the Company paid $11,370 to BCTAR for services rendered. Mr. Amersey is listed with the Securities and Exchange Commission as a control person of BCTAR.

The Company uses the services of Freeland Venture Resources LLC. During 2012, the Company incurred expenses of $15,778 in relation to these services. Mr. Amersey is a control person in Freeland Venture Resources LLC.

The Company had advances payable to its current majority shareholder, Mr. Louis Bertoli, totaling $450,844 as of December 31, 2011, which were repaid and converted into common stock during the year ended December 31, 2012. These advances were made to be used for working capital. Mr. Bertoli serves as an executive officer and director of our Company.

On June 27, 2012, Mr. Bertoli converted $500,000 of a loan made to the Company to 2,500,000 shares of common stock of the Company.

On June 28, 2012, we entered into a Stock Purchase Agreement with GIOTOS Limited and acquired a portfolio of patent rights in exchange for 100,000,000 shares of common stock. GIOTOS Limited is a company owned and controlled by Mr. Bertoli. On April 12, 2013, we entered into a related Closing Agreement with GIOTOS Limited which resulted in 50,000,000 of the common shares returned to the Company’s treasury.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-X.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

On October 7, 2009, UHY was engaged as the Company's new independent registered public accountants.

On April 6, 2011, the Company dismissed UHY as its independent registered public accounting firm and engaged DNTW as the Company’s new and current independent registered public accountants.

On March 12, 2012, the Company dismissed DNTW and engaged UHY as the Company’s new and current independent registered public accountants.

The following table sets forth the aggregate fees billed to us by UHY and DNTW, the Company’s independent registered public accounting firms during the fiscal years ended December 31, 2012 and 2011:

	2012		2011
Audit Fees – UHY (1)	$	34,500	$	12,000
Audit Fees – DNTW (1)				12,367
Audit Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total Fees paid to auditor	$	34,500	$	24,367

(1) Audit fees consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

(2) Audit-Related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under "Audit Fees".

(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

(4) There were no fees that were classified as All Other Fees as of the fiscal years ended December 31, 2012 and 2011.

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our independent accountants must now be approved in advance by our Audit Committee to assure that such services do not impair the accountants’ independence from us. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Policy”) which sets forth the procedures and the conditions pursuant to which services to be performed by the independent accountants are to be pre-approved. Pursuant to the Policy, certain services described in detail in the Policy may be pre-approved on an annual basis together with pre-approved maximum fee levels for such services. The services eligible for annual pre-approval consist of services that would be included under the categories of Audit Fees, Audit-Related Fees and Tax Fees in the above table as well as services for limited review of actuarial reports and calculations. If not pre-approved on an annual basis, proposed services must otherwise be separately approved prior to being performed by independent accountants. In addition, any services that receive annual pre-approval but exceed the pre-approved maximum fee level also will require separate approval by the entire Board acting as our Audit Committee prior to being performed. The Audit Committee, may delegate authority to pre-approve audit and non-audit services to any member, but may not delegate such authority to management. The tax services represent $0, or 0% of the total for audit related fees, tax fees and all other fees paid during the fiscal years ending December 31, 2012.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. The information required by this item is included in Item 8 of Part II of this annual report.

2. The information required by this item is included in Item 8 of Part II of this annual report.

3. Exhibits: See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.

(b)	Exhibits. See Index to Exhibits, which is incorporated by reference in this Item. The Exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of this annual report.

(c)	Not applicable.

INDEX TO EXHIBITS

Exhibit		Description

*3.1		Articles of Incorporation

*3.2		By-laws

*10.1		Stock Purchase Agreement, by and between HPIL Holding and GIOTOS Limited, entered into on June 28, 2012

*10.2		Quota Purchase Agreement, by and between HPIL Holding and Daniel Haesler, entered into on October 26, 2012

*10.3		Stock Purchase Agreement, by and between HPIL Holding and Daniel Haesler, entered into on December 11, 2012

10.4		Amendment to the Assignment of Patents, by and between HPIL Holding and GIOTOS Limited, entered into on April 10, 2013

10.5		Closing Agreement, by and between HPIL Holding and GIOTOS Limited, entered into on April 12, 2013

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

**101.INS		XBRL Instance Document

**101.SCH		XBRL Taxonomy Extension Schema Document

**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

**101.LAB		XBRL Taxonomy Extension Label Linkbase Document

**101.PRE		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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HPIL Holding


Dated: June 21, 2013	By:	/s/ Louis Bertoli
		Louis Bertoli
		Director, CEO, President, and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title(s)	Date
/s/ Louis Bertoli Louis Bertoli	Director, President, Chief Executive Officer (principal executive officer), and Chairman of the Board of Directors	June 21, 2013

/s/ Nitin Amersey Nitin Amersey	Director, Chief Financial Officer (principal financial officer and principal accounting officer), Corporate Secretary and Treasurer	June 21, 2013

/s/ John B. Mitchell	Director	June 21, 2013
John B. Mitchell

/s/ John Dunlap, III	Director	June 21, 2013
John Dunlap, III

HPIL Holding (HPIL) 10-K/A2012 FY Annual report (amended)