-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lk2P8S0at0/+n47FIZB8m7r0B5tFhrJpA3dwA0ugp0GXSOI0su01Hyg/gprZAAdD zPgsb3+miwuAUoZLhZUA3g== 0000891554-01-506300.txt : 20020410 0000891554-01-506300.hdr.sgml : 20020410 ACCESSION NUMBER: 0000891554-01-506300 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMOL GROUP INC CENTRAL INDEX KEY: 0001011733 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133859706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28144 FILM NUMBER: 1786895 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544394 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: NUTRONICS INTERNATIONAL INC DATE OF NAME CHANGE: 19960404 10QSB 1 d27384_10qsb.txt QUARTERLY REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-26971 For the quarter and nine month period ended September 30, 2001 TRIMOL GROUP, INC. (Exact Name of Registrant as it appears in its charter) DELAWARE 13-3859706 (State or other Jurisdiction of (IRS Employer Incorporation) Identification No.) 1285 Avenue of the Americas 35th Floor New York, New York, 10019 (Address of principal offices) (212) 554-4394 Registrant's Telephone Number, including area code: Securities to be registered under Section 12(b) of the Exchange Act: Securities to be registered under Section 12(g) of the Exchange Act: - -------------------------------------------------------------------------------- Title of Each Class Name of each Exchange on which listed - -------------------------------------------------------------------------------- Common Stock, par value $0.01 per share NASD, Inc. OTC Bulletin Board - -------------------------------------------------------------------------------- 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. [X] Yes [ ] No As of the nine month period ending September 30, 2001, there were 100,239,000 issued and outstanding shares of the Company's common stock. TABLE OF CONTENTS PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS..................................................1 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION....................................2 PART II: OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6 ITEM 5. OTHER INFORMATION.....................................................6 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................6 SIGNATURES.....................................................................8 PART I ITEM 1. FINANCIAL STATEMENTS TRIMOL GROUP, INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 1 TRIMOL GROUP, INC CONTENTS Page Numbers Independent Accountants' Review Report F-1 Consolidated Balance Sheet F-2 Consolidated Statement of Operations F-3 Consolidated Statement of Cash Flows F-4 Notes to the Consolidated Financial Statements F-5 to F-7 INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Board of Directors and Shareholders of Trimol Group, Inc. We have reviewed the accompanying consolidated balance sheet of Trimol Group, Inc. (the "Company") as of September 30, 2001 and the related consolidated statements of operations and cash flows for the nine and three month periods ended September 30, 2001. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. PARITZ & COMPANY, P.A. Hackensack, New Jersey Date: November 12, 2001 F-1 TRIMOL GROUP, INC. CONSOLIDATED BALANCE SHEET
- ------------------------------------------------------------------------------------------------------------ September 30, 2001 December 31, 2000 (Unaudited) (Audited) - ------------------------------------------------------------------------------------------------------------ (In Thousands of US Dollars) ASSETS: Cash 47 107 Accounts receivable 339 136 Net assets from discontinued operations -- 3,981 ------ ------ TOTAL ASSETS 386 4,224 ====== ====== LIABILITIES: Current liabilities: Accounts payable 498 465 Accrued expenses 706 622 Loan payable - related party 254 -- Provision for loss of discontinued operations -- 3,981 ------ ------ TOTAL LIABILITIES 1,458 5,068 ------ ------ SHAREHOLDERS' DEFICIENCY: Preferred Stock: 10,000 shares authorized of US$1.00 par value No shares issued and outstanding -- -- Common Stock: Par value $0.01. Authorized: 130,000,000 shares; issued and outstanding--100,039,000 shares at September 30, 2001 and 12,039,000 shares at December 31, 2000 1,000 120 Additional paid-in capital 5,298 6,178 Accumulated deficit (7,370) (7,142) ------ ------ TOTAL SHAREHOLDERS' DEFICIENCY (1,072) (844) ------ ------ TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY 386 4,224 ====== ====== ============================================================================================================
The accompanying notes are an integral part of the financial statements F-2 TRIMOL GROUP, INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------------------------- NINE MONTHS ENDED THREE MONTHS ENDED September 30, September 30, September 30, September 30, 2001 2000 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------------- (In Thousands of US Dollars, except share and per share data) REVENUES 2,719 2,165 1,106 785 ================================================================ OPERATING EXPENSES Cost of revenues 846 733 336 261 Marketing and promotion 80 -- 17 -- Research and development 429 -- 134 -- Other operating expenses 1,592 1,806 645 600 Interest expense, net of interest income -- 16 -- -- ---------------------------------------------------------------- TOTAL OPERATING EXPENSES 2,947 2,555 1,132 861 ================================================================ LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (228) (390) (26) (76) Income from discontinued operations, net of taxes -- 503 -- 56 ---------------------------------------------------------------- NET INCOME (LOSS) (228) 113 (26) (20) ================================================================ Net income (loss) per share (basic and diluted) (.003) 0.01 (.0003) (0.008) ---------------------------------------------------------------- WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 84,833,118 12,039,000 100,039,000 12,039,000 ====================================================================================================================================
The accompanying notes are an integral part of the financial statements. F-3 TRIMOL GROUP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- ----------------------------------------------------------------------------------------------- Nine Months Ended September 30, 2001 2000 - ----------------------------------------------------------------------------------------------- (In Thousands of US Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Loss from continuing operations (228) (390) Income from discontinued operations -- 503 ------ ------ NET INCOME (LOSS) (228) 113 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH USED IN OPERATING ACTIVITIES: CHANGES IN ASSETS AND LIABILITIES: Accounts receivable (203) 103 Accounts payable 33 27 Accrued expenses 84 58 Net assets from discontinued operations -- (520) ------ ------ NET CASH USED IN OPERATING ACTIVITIES (314) (219) ====== ====== CASH FLOW FROM FINANCING ACTIVITIES: Repayment of loan to related party -- (1,162) Proceeds of loan from related party 254 -- ------ ------ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 254 (1,162) ====== ====== DECREASE IN CASH (60) (1,381) CASH - BEGINNING OF PERIOD 107 1,449 ------ ------ CASH - END OF PERIOD 47 68 ====== ====== Supplemental disclosures of cash flow information: Interest paid -- 207 ====== ====== Income taxes paid -- -- ====== ====== ===============================================================================================
The accompanying notes are an integral part of the financial statements F-4 TRIMOL GROUP, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The unaudited consolidated financial statements of Trimol Group, Inc. (the "Company" or "Trimol") as of September 30, 2001 and for the nine and three month periods ended September 30, 2001 and 2000 included herein have been prepared on the same basis as those of the Annual Report on Form 10-KSB for the year ended December 31, 2000. In the opinion of management, all adjustments (consisting only of those which are normal and recurring) necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full fiscal year. Certain financial information that is normally included in annual financial statements prepared in accordance with generally accepted accounting principles, but is not required for interim reporting purposes, has been condensed or omitted. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000. The consolidated statements of the Company include the accounts of the Company and its operating subsidiaries and their holding companies. Inter-company balances have been eliminated in consolidation. NOTE 2 - OPERATIONS In connection with the acquisition referred to in Note 3, the Company has an exclusive worldwide license to make, use and sell a mechanically rechargeable metal-air battery solely for use with consumer portable electronic devices, all rights and title to certain technology relating to metal-air batteries and fuel cells, and the design and know-how to a DC/DC Converter designed and developed by a related company. The Company owns all of the shares of Intercomsoft a non-resident Irish company, which supplies equipment and auxiliary materials intended for production of computerized documents (passports, drivers' licenses, car licenses and ID cards), and the software that is necessary for the operation of this equipment, and provides it to the Moldovan Ministry of Economics. Prior to the transactions referred to in Note 3, the Company owned all of the capital stock of an insurance company, Exim Asint S.A. (the "Insurance Company"), a bank, Banca Comerciala Pe Actiuni "Export-Import" (the "Bank") and 65% of the shares of a hotel, Jolly Alon Limited (the "Hotel"). NOTE 3 - ACQUISITION AND DISCONTINUED OPERATIONS In December 2000 as a result of selling interests in two previously wholly-owned subsidiaries to a company owned and controlled by the principal shareholder of the Company, Trimol effectively sold 75% of the issued and outstanding shares of the Bank for $1,216,000 plus the forgiveness of $722,000 of debt. This transaction resulted in a net loss of $1,298,000. F-5 In December 2000, the Board of Directors of the Company authorized management to enter into a transaction with a company owned and controlled by the principal shareholder of the Company, pursuant to which it would sell or transfer its (i) 100% of the issued and outstanding shares of the Insurance Company, (ii) indirect 65% ownership in the Hotel, (iii) remaining 25% indirect ownership of the Bank, and (iv) 88,000,000 shares of previously unissued common stock of the Company in exchange for an exclusive worldwide license to make, use and sell a mechanically rechargeable metal-air battery solely for use with consumer portable electronic devices, all rights and title to certain technology relating to metal-air batteries and fuel cells, and the design and know-how to a DC/DC Converter designed and developed by the related company referred to above. This transaction closed on February 16, 2001. The acquisition has been accounted for as a reverse acquisition. The operating results of the Bank, the Insurance Company and the Hotel have been segregated from continuing operations and reported as a separate line item on the Consolidated Statement of Operations for the nine and three months ended September 30, 2001 under the caption "loss from discontinued operations". Accordingly, the Company has restated its prior financial statements to present the operating results of these companies as a discontinued operation. NOTE 4 - RISKS AND UNCERTAINTIES The following factors relating to the Company and its business should be carefully considered: (a) Intercomsoft operates in Moldova, a former Republic of the Soviet Union and the Moldovan Ministry of Economics ("Ministry") is Intercomsoft's only customer. The current political and economic situation in Moldova, which has historically been unstable, could have a material adverse effect on Intercomsoft. (b) As a result of the transactions referred to in Note 3, Trimol has exchanged a substantial part of its assets for certain technology. As such, the Company's success will be largely dependent upon the success of the technology acquired. There are no assurances that the United States Patent and Trademark Office will afford such technology patent protection and there can be no assurances that such technology will be marketable and/or profitable. Additionally, the Company believes that in order to support its plan to develop and market this technology, it will be necessary to seek additional capital. There can be no assurance that additional financing will be available on commercially reasonable terms or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to further develop and market the technology, as well as fund the operation and expansion of the business. Such inability to obtain additional financing when needed would have a negative effect on the business of the Company. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the existing shareholders will be reduced, and such securities may have rights, preferences and privileges senior to those of the existing shares of Common Stock. NOTE 5 - SHAREHOLDERS' EQUITY (a) The Company has an employment agreement with its Chairman of the Board ("Chairman") which expires January 1, 2004 and provides for base annual compensation of $250,000. In addition, the Employment Agreement provides that for every $1,000,000 of the Company's excess net pre-tax profits, as defined, generated by the Company in the determining year, the Chairman will receive incentive warrants ("Incentive Warrants") to purchase an aggregate of 100,000 shares of the Company's common stock (the "Common Stock") up to a maximum of 1,000,000 shares of Common Stock per year at an exercise price equal to the closing price of Common Stock on the issue date. As of September 30, 2001, no Incentive Warrants were outstanding. (b) On February 28, 2000 the Company issued warrants to purchase 1,400,000 shares of its Common Stock ("the Warrants") to three employees. The Warrants may be exercised for a period of five years at an exercise price of $.50 per share. F-6 During 1999, the Company granted five year warrants to purchase up to 60,000 shares of the Company's Common Stock, 30,000 of which are at an exercise price of $11.50 per share and 30,000 of which are at an exercise price of $.75 per share, to certain members of the former Audit Committee of the Company's Board of Directors. (c) On February 14, 2001, the Company amended its Articles of Incorporation to increase its authorized shares of Common Stock from thirty million (30,000,000) to one hundred thirty million (130,000,000) shares. (d) The Board of Directors and the holders of a majority of the Company's Common Stock have authorized the adoption of the amended 2001 Omnibus Plan in order to attract and retain qualified directors, officers, employees, consultants and advisors (the "eligible persons"). Eligible persons may be granted (a) stock options which may be designated as nonqualified stock options or incentive stock options, (b) stock appreciation rights, (c) restricted stock awards, (d) performance awards, or (e) other forms of stock-based incentive awards. The maximum number of shares with respect to which the awards may be granted under the plan shall not exceed 10,000,000 shares of Common Stock; provided, however, that such number of shares of Common Stock may also be subject to adjustment, from time to time, at the discretion of the Board of Directors of the Company. As of September 30, 2001, 5,770,000 options were granted under the 2001 Omnibus Plan. NOTE 6 - RELATED PARTY TRANSACTIONS See Note 3 regarding significant transactions with the Company's controlling shareholder. In connection with the acquisition referred to in Note 3, the Company has entered into an agreement with its majority stockholder to reimburse the stockholder for Trimol's portion of expenses incurred relating to the research and development of the technology owned by the Company. The Company has recorded expenses of $295,000 for the nine months ended September 30, 2001 payable to the majority stockholder which is included in loan payable - related party on the accompanying consolidated balance sheet at September 30, 2001. Beginning in February 2001, the Company agreed to pay $5,000 per month to a Company owned and controlled by a member of the Company's Board of Directors for consulting services relating to government relations services and strategic political advice. This agreement was terminated on October 31, 2001. The Company's discontinued operations transacted business at times with related parties while conducting its commercial activities. The Company believes such transactions are on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties. Pursuant to a resolution of the Company's Board of Directors on March 31, 2000, the Company approved payment of a liability to a company owned by the majority stockholder of $1,162,000 plus interest of $202,000 from January 6, 1998 to the date of payment (April 5, 2000). Prior to this resolution, the liability had been deemed non-interest bearing. F-7 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management's discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and notes thereto contained elsewhere in this report. PLAN OF OPERATION General In the beginning of the year, the Company acquired certain rights, as more fully defined below, to a metal-air (aluminum) fuel cell technology for use in portable consumer electronics such as cellular telephones and lap top computers. The Company believes that such fuel cell technology represents a significant advance in power generation and has begun extensive research, development and marketing efforts toward the development of such technology. In addition to the development work, the Company is simultaneously and actively seeking strategic business partners to commercialize the technology. On June 1, 2001, the Company, in a joint effort with Aluminum-Power, Inc., ("Aluminum-Power") a corporation controlled by the Company's Chairman of the Board of Directors, opened an International Research and Development Center in Toronto, Ontario, Canada (the "R&D Center"). The R&D Center is located in a 6,000 square foot facility that Aluminum-Power leased on March 31, 2001, for a five-year term. Pursuant to a Research & Development Agreement between Aluminum-Power and us, dated July 1, 2001, we have agreed to reimburse Aluminum-Power, a percentage of its costs (as such costs relate to work specifically performed for and on behalf of us). The R&D Center houses a prototype development and assembly facility and a laboratory with a full complement of research and development staff including mechanical engineers, design engineers, research and development scientists and support staff. The Research & Development Agreement provides us with unlimited use of the R&D Center, unlimited use of all equipment and unlimited use of all employees located at the R&D Center, for a period of five years, provided that we pay, proportionately, all costs and expenses associated with the use of the R&D Center. Under the Research & Development Agreement, for a period of five years, we are not obligated to pay any amount owed to Aluminum-Power, with the exception of a monthly fee equal to three percent (3%) of Aluminum-Power's fixed monthly expenses associated with the R&D Center. The accrued balance of the total amount owed to Aluminum-Power shall be payable on the fifth anniversary of the Research & Development Agreement, and shall bear interest at a rate of two percent (2%) per annum. In addition to the fuel cell technology, Intercomsoft, Ltd. ("Intercomsoft") is a wholly owned subsidiary of the Company and holds the world-wide rights to a proprietary technology used to produce secure identification documents, such as drivers' licenses and passports. Although Intercomsoft's current operations are based solely in the Republic of Moldova, it is actively seeking to expand its base of operations and offer its unique services to other areas and regions in the European marketplace. 2 Asset Acquisition and Discontinued Operations Pursuant to the Asset Acquisition Agreement dated January 11, 2001, between the Company and Aluminum-Power, the Company acquired: (a) An exclusive worldwide license to make, use and sell a mechanically rechargeable metal-air battery solely for use with consumer portable electronic devices, evidenced by United States Patent and Trademark Office Patent Application Number: 09/522,930, filed on March 10, 2000, titled, "Ecologically Clean Mechanically Rechargeable Air-Metal Current Source," and Canadian Patent Application Number: 2,301,470, filed on December 7, 2000, that will allow for an instantaneous mechanical rechargeable battery requiring no external power source for recharging; (b) All rights and title to certain technology relating to metal-air batteries and fuel cells, evidenced by United States Patent and Trademark Office Patent Application Reference No. PNK/M275689/IAROCHENKO, filed on December 19, 2000, and Internal Reference Patent Application #1167 filed with the Canadian Intellectual Property Office on February 7, 2000, and titled, "A Metal-Air Battery Having In-Situ Generatable Electrolyte," suitable for consumer portable electronic devices, including two-way radios, wireless telephones, portable audio and video players, video cameras and personal computers. The objective of this technology is to create a battery with a virtually unlimited shelf life prior to activation; and, (c) The design and know-how to a DC/DC Converter designed and developed by Aluminum-Power to be used as part of a full battery assembly which will enable the conversion of cell voltage of virtually any aluminum-metal-air-cathode battery to the voltage required by different consumer portable electronic devices. In exchange for the above noted assets, on February 16, 2001, the Company transferred to Aluminum-Power 88,000,000 shares of the Company's common stock together with its interests in three operating subsidiaries, Banca Commerciala pe Actiuni "Export-Import", a corporation organized under the laws of the Republic of Moldova ("Banca"), Exim Asint S.A., a corporation organized under the laws of the Republic of Moldova ("Exim"), and the Jolly LLC, a limited liability company organized under the laws of Wyoming which indirectly owned and operated a Hotel in the Republic of Moldova. (the "Exchanged Assets"). The Company elected to discontinue operations for the three above noted operating subsidiaries for accounting purposes as of December 31, 2000. 3 RESULTS OF OPERATIONS General During the quarter ended September 30, 2001, the Company's assets consisted of a metal-air (aluminum) fuel cell technology, as more fully described above, and Intercomsoft, a wholly owned subsidiary which currently operates in and derives its revenues from services performed for the Government of the Republic of Moldova pursuant to a Supply Agreement with such Government. Although Intercomsoft is actively seeking to expand its services to areas outside of the Republic of Moldova, the uncertain economy and political instability in the Republic of Moldova could have a material adverse effect on the Company. Comparison of Three Months Ending September 30, 2001 to Three Months Ending September 30, 2000 During the three months ending September 30, 2001, the Company had revenues of approximately $1,106,000 as compared to $785,000 for the same period in 2000. During the three months ending September 30, 2001, Intercomsoft's costs associated with generating revenues was approximately $336,000 or 30% as compared to approximately $261,000 or 33% for the same period in 2000. This resulted in gross profit for Intercomsoft of approximately $770,000 and $524,000 for the three months ending September 30, 2001 and 2000 respectively. Operating expenses for the three months ending September 30, 2001, was approximately $645,000 as compared to approximately $600,000 for the same period in 2000. The Company had no interest income or expense for the three months ending September 30, 2001 and 2000. Beginning in the first quarter of 2001, the Company began its research and development program of the metal-air (aluminum) fuel cell technology acquired in such period. Research and development costs for the three months ending September 30, 2001 were $134,000 and the marketing costs related to such technology was $17,000 for the period. There were no comparative costs for the same period ending September 30, 2000. The sale of Banca, Exim and the Hotel have been accounted for as discontinued operations and, accordingly, their operations are segregated in the statement of operations included elsewhere in the Quarterly Report. There were no revenues or expenses from the discontinued operations in the three month period ending September 30, 2001. The Company had a net loss from operations of approximately $26,000 for the three months ending September 30, 2001 as compared to a net loss of approximately $20,000 for the same period in 2000. 4 Comparison of Nine Months Ending September 30, 2001 to Nine Months Ending September 30, 2000 During the nine months ending September 30, 2001, the Company had revenues of approximately $2,719,000 as compared to $2,165,000 for the same period in 2000. During the nine months ending September 30, 2001, Intercomsoft's costs associated with generating revenues was approximately $846,000 or 31% as compared to approximately $733,000 or 34% for the same period in 2000. This resulted in gross profit for Intercomsoft of approximately $1,873,000 and $1,432,000 for the nine months ending September 30, 2001 and 2000 respectively. Operating expenses for the nine months ending September 30, 2001, was approximately $1,529,000 as compared to approximately $1,806,000 for the same period in 2000. The Company had no interest income or expense for the nine months ending September 30, 2001 as compared to interest expense of $16,000 for the same period in 2000. Beginning in the first quarter of 2001, the Company began its research and development program of the metal-air (aluminum) fuel cell technology acquired in such period. Research and development costs for the nine months ending September 30, 2001 were $429,000 and the marketing costs related to such technology was $80,000 for the period. There were no comparative costs for the same period ending September 30, 2000. The sale of Banca, Exim and the Hotel have been accounted for as discontinued operations and, accordingly, their operations are segregated in the statement of operations included elsewhere in the Quarterly Report. There were no revenues or expenses from the discontinued operations in the nine months ending September 30, 2001. The Company had a net loss from operations of approximately $228,000 for the nine months ending September 30, 2001 as compared to a net loss of approximately $390,000 for the same period in 2000. The Company currently derives all of its revenues and income pursuant to Intercomsoft's Supply Contract from the Government of the Republic of Moldova. In the past the Government of the Republic of Moldova has historically been unstable and the Company would have limited recourse should the Government default on the Supply Contract or discontinue use of Intercomsoft's services provided under the Supply Contract. The Company does not anticipate revenues from its aluminum-air fuel cell technology until the fiscal year ending December 31, 2002. If for any reason (or for no reason) the Supply Contract were terminated, the terms were materially or adversely amended, or business reduced, such event would have a material adverse effect on Intercomsoft as well as the Company. Liquidity & Capital Resources The Company's recent joint venture with Aluminum-Power to operate the R&D Center, has added additional costs and expenses associated with running such facility. Although no assurances can be made, the Company believes that its expenses will increase during the fiscal year ending December 31, 2001, due to its plans to continue to develop, market, and produce the aluminum-air fuel cell technology. 5 While the Company believes it has adequate capital to fund current operations for fiscal year 2001, it believes that it may need to obtain additional working capital for future periods in order to carry its costs associated with the Company's plans concerning the technology. The Company may seek additional funding through public or private financing or other arrangements. Such additional funding may be financed by bank borrowings, public offerings, or private placements of equity or debt securities, loans with shareholders, or a combination of the foregoing. CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-QSB contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risk and uncertainty, including without limitation, the ability of the Company to continue its expansion strategy into the area of aluminum-air fuel cell technology, changes in costs associated with research and development, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward looking statements are reasonable, any assumptions could be inaccurate, and therefore, there can be no assurance that these statements will prove to be accurate. In light of these uncertainties inherent in forward-looking statements, the inclusion of such information should not be regarded as a representation by the Company, or anyone affiliated to the Company, that the objectives and plans of the Company will be achieved. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS All information required by this Item is incorporated by reference to the Company's Definitive Information Statements filed with the Securities Exchange Commission on January 25, 2001, and July 19, 2001. ITEM 5. OTHER INFORMATION On October 31, 2001 the Company and Partners Group I, Inc. ("Partners") mutually agreed to terminate the Agreement which the parties entered into on February 1, 2001 ("Partners Agreement"). Partners is effectively owned and controlled by Mr. Kerry Moody, who has served as a Director of the Company since February 2001. In connection with the mutual termination of the Partners Agreement, Mr. Kerry Moody resigned from his position as a member of the Company's Board of Directors on October 31, 2001. 6 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits listed below are filed as part of this Quarterly Report. ---------------------------------------------------------- Exhibit No. Document ---------------------------------------------------------- 3(i) Articles of Incorporation (incorporated by reference from the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 000-28144) ---------------------------------------------------------- 3(ii) By-laws (incorporated by reference from the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 28144) ---------------------------------------------------------- 10(i) Technology Asset Acquisition Agreement Dated January 11, 2001 by and between the Company and Aluminum-Power, Inc. (incorporated by reference from the Definitive Information Statement filed with the Securities and Exchange Commission under File No. 000-28144) ---------------------------------------------------------- 10(ii) License Agreement Dated January 11, 2001 by the between the Company and Aluminum-Power, Inc. (incorporated by reference from the Definitive Information Statement filed with the Securities and Exchange Commission under File No. 000-28144) ---------------------------------------------------------- 10(iii) Assignment Agreement dated April 3, 2001 by and between the Company and Aluminum Power, Inc. ---------------------------------------------------------- 15 Letter on Unaudited Interim Financial Information ---------------------------------------------------------- 22(i) Definitive Information Statement Dated January 25, 2001 (incorporated by reference from the Definitive Information Statement filed with the Securities and Exchange Commission under File No. 000-28144) ---------------------------------------------------------- 22(ii) Definitive Information Statement Dated July 19, 2001 (incorporated by reference from the Definitive Information Statement filed with the Securities and Exchange Commission under File No. 000-28144) ---------------------------------------------------------- (b) There were no Reports on Form 8-K filed during the quarter ending September 30, 2001. 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14th day of November 2001. TRIMOL GROUP, INC. By: /s/ Alexander Gordin ------------------------------- Name: Alexander Gordin Titles: President 8 -----END PRIVACY-ENHANCED MESSAGE-----