-----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, Nwucni3QUibcP8yI7vx/lkW3wLr9vLzZ0Y9WO1IFqE1bUyBQTkL2V1WdmTCfADn7 6dHCVZx+/UM4b/7NMCVF6w== 0001169232-04-002856.txt : 20040513 0001169232-04-002856.hdr.sgml : 20040513 20040513130656 ACCESSION NUMBER: 0001169232-04-002856 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMOL GROUP INC CENTRAL INDEX KEY: 0001011733 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] 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: 04802061 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 d59606_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 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004. |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 FOR THE PERIOD FROM ___________ TO _____________. Commission file number: 000-26971 TRIMOL GROUP, INC. (Exact Name of Small Business Issuer as it appears in its charter) DELAWARE (State or other Jurisdiction of Incorporation or Organization) 13-3859706 (I.R.S. Employer Identification No.) 1285 Avenue of the Americas, 35th Floor New York, New York 10019 (Address of principal executive offices) (212) 554-4394 (Issuer's Telephone Number) As of March 31, 2004, there were 100,472,328 issued and outstanding shares of the Company's common stock. Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No Accelerated filer as defined in Rule 12b-2 of the Securities Act of 1934. |_| Yes |X| No TRIMOL GROUP, INC. FORM 10-QSB QUARTERLY REPORT For the period ended March 31, 2004 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS .......................................... 3 INDEPENDENT ACCOUNTANTS' REVIEW REPORT ........................ 4 CONSOLIDATED BALANCE SHEET .................................... 5 CONSOLIDATED STATEMENT OF OPERATIONS .......................... 6 CONSOLIDATED STATEMENT OF CASH FLOWS .......................... 7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................ 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION .......................................... 11 ITEM 3. CONTROLS AND PROCEDURES ....................................... 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ............................................. 15 ITEM 2. CHANGES IN SECURITIES ......................................... 15 ITEM 3. DEFAULTS UPON SENIOR SECURITIES ............................... 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........... 15 ITEM 5. OTHER INFORMATION ............................................. 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .............................. 16 SIGNATURES ............................................................ 17 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TRIMOL GROUP, INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2004 3 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 March 31, 2004 and the related consolidated statements of operations and cash flows for the three month periods ended March 31, 2004 and 2003. These 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: May 5, 2004 4 TRIMOL GROUP, INC. CONSOLIDATED BALANCE SHEET
- ------------------------------------------------------------------------------------------ March 31, 2004 December 31, 2003 (Unaudited) (Audited) - ------------------------------------------------------------------------------------------ ASSETS Current assets: Cash $ 33,000 $ 20,000 Accounts receivable 406,000 380,000 Prepaid expenses 15,000 32,000 ----------- ----------- TOTAL CURRENT ASSETS 454,000 432,000 Property and equipment, net 226,000 151,000 ----------- ----------- TOTAL ASSETS $ 680,000 $ 583,000 =========== =========== LIABILITIES Current liabilities: Trade accounts payable $ 132,000 $ 113,000 Accrued expenses 278,000 198,000 Current portion of payables to related parties 760,000 737,000 ----------- ----------- TOTAL CURRENT LIABILITIES 1,170,000 1,048,000 ----------- ----------- PAYABLES TO RELATED PARTIES 151,000 295,000 SHAREHOLDERS' DEFICIENCY (641,000) (760,000) ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 680,000 $ 583,000 =========== =========== - ------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements 5 TRIMOL GROUP, INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - -------------------------------------------------------------------------------- Three Months Ended March 31, 2004 2003 - -------------------------------------------------------------------------------- REVENUES $ 1,092,000 $ 923,000 ------------ ------------ OPERATING EXPENSES Cost of revenues 332,000 276,000 Marketing and promotion 295,000 209,000 Research and development -- 10,000 Other operating expenses 346,000 345,000 ------------ ------------ TOTAL OPERATING EXPENSES 973,000 840,000 ------------ ------------ NET INCOME $ 119,000 $ 83,000 ============ ============ Net income per share (basic and diluted) .001 .001 ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 100,472,000 101,139,000 ============ ============ - -------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements 6 TRIMOL GROUP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - -------------------------------------------------------------------------------- Three Months Ended March 31, 2004 2003 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME $ 119,000 $ 83,000 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Depreciation of property and equipment 9,000 5,000 Stock based compensation -- 19,000 CHANGES IN ASSETS AND LIABILITIES: Accounts receivable (26,000) (25,000) Prepaid expenses 17,000 -- Accounts payable 19,000 (6,000) Accrued expenses 80,000 (28,000) --------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 218,000 48,000 ========= ======== CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (84,000) -- --------- -------- NET CASH USED IN INVESTING ACTIVITIES (84,000) -- --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments to related parties (121,000) (51,000) --------- -------- NET CASH USED IN FINANCING ACTIVITIES (121,000) (51,000) ========= ======== INCREASE (DECREASE) IN CASH 13,000 (3,000) CASH - BEGINNING OF PERIOD 20,000 49,000 --------- -------- CASH - END OF PERIOD $ 33,000 $ 46,000 ========= ======== - -------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements 7 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") as of March 31, 2004 and for the three month periods ended March 31, 2004 and 2003 included herein have been prepared on the same basis as those of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003. 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, 2003. NOTE 2 - OPERATIONS The Company owns all of the outstanding shares of Intercomsoft Limited ("Intercomsoft"), a non-resident Irish company which provides proprietary technology, equipment and auxiliary materials used in the production of secure essential government documents such as passports, driver's licenses and ID cards pursuant to an agreement for such proprietary technology which expires in approximately two years. As of the second quarter 2004, Intercomsoft is the Company's only operating entity. The Company has an exclusive worldwide license to make, use and sell a mechanically rechargeable aluminum-air fuel cell solely for use with consumer portable electronic devices, all rights and title to certain technology relating to aluminum-air fuel cells, and the design and know-how to a converter designed and developed by a related company. Substantially all of the research and development costs related to this technology are allocated from the majority shareholder of the Company (see Note 4). All research and development efforts were suspended in the second quarter 2003. NOTE 3 - RISKS AND UNCERTAINTIES The following factors relating to the Company and its business should be carefully considered: (a) Intercomsoft's only customer is the Government of the Republic of Moldova's Ministry of Economics. Moldova is a former Republic of the Soviet Union and the political and economic situation of such Republic has historically been unstable. Should the Government of the Republic of Moldova default under the agreement referred to in Note 2 or discontinue the use of Intercomsoft's services under such agreement, the Company would likely have limited recourse. If for any reason (or for no reason) the agreement was terminated, the terms were materially or adversely amended, or business reduced, such event would have a material adverse effect on Intercomsoft. The agreement expires in approximately two years. 8 (b) Through a joint venture with Aluminum-Power, Inc. ("API"), the Company's majority shareholder, the Company pursued research and development of its aluminum-air fuel cell technology for two years. Such research and development was suspended in the second quarter of 2003 until such time, if any, as the Company is able to obtain financing to proceed with such efforts as additional capital will be required in order to further develop this technology before it can be commercially exploited. 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 the technology. Such inability to obtain additional financing when needed will have a negative impact on 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 the holders of such securities may have rights, preferences and privileges senior to those of the holders of shares of the Company's common stock. Although the United States Patent and Trademark Office has issued several patents on the technology, there can be no assurances that any additional patents will issue or to what extent, if any, such patents will provide protection from competitors or others and there can be no assurances that such technology will be marketable and/or profitable. The Company continues to believe that there may be potential viability for its aluminum-air fuel cell technology, however, management has concluded that due to the extraordinary time and enormous costs involved, continued research and development efforts are not justified at this time. NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES At March 31, 2004, amounts payable to related parties consist of the following: Accrued compensation due to the Chairman. (1) $760,000 Due to API. (2) 151,000 -------- 911,000 Less current portion 760,000 -------- $151,000 ======== (1) Of this amount $85,000 is due on demand, $260,000 is due June 1, 2004 and $415,000 is due April 1, 2005 (or earlier upon the occurrence of certain agreed upon specific events). (2) This amount bears interest at 2% per annum and is due July 1, 2006. Research and development expenses allocated from API for the three months ended March 31, 2004 and 2003, were approximately $0 and $10,000. NOTE 5 - COMMITMENTS AND GENERAL COMMENTS Intercomsoft is party to a Supply Agreement with the Government of Moldova pursuant to which it purchases from a third party supplier equipment, software and consumables utilized by it for the production of computerized documents under the agreement. As part of this Supply Agreement, Intercomsoft is provided with guidance and support required for the installation and operation of such equipment, as well as the materials required for its maintenance. In addition to payment for the 9 equipment, software and consumables purchased under such agreement, Intercomsoft is obligated to pay 25% of its profits to such supplier, as more specifically provided for under the agreement. In February 2000, the Company issued three warrants to purchase a total of 1,400,000 shares of its common stock to three officers, one of such warrants entitling the holder to purchase up to 400,000 shares was canceled on January 28, 2003. The remaining warrants may be exercised for a period expiring February 27, 2005, at an exercise price of $.50 per share and contain anti-dilution provisions. On September 5, 2002, the Company issued 1,000,000 shares of its common stock to two of its officers for services to be rendered from September 1, 2002 to August 31, 2003 pursuant to a letter agreement entered into with each of such officers. These shares were valued at $78,000, the fair market value of the Company's common stock on the date of issuance, and amortized over the life of the agreement. These officers resigned from the Company in May 2003, therefore, the unamortized amount was expensed during the second quarter of 2003. As of December 31, 2003 666,672, of such shares were returned to the Company and were canceled. There were no options issued or canceled during the three months ended March 31, 2004. As of March 31, 2004, the total options outstanding were 5,020,000, of which 2,470,000 were issued pursuant to the Company's 2001 Omnibus Plan, as amended. NOTE 6 - SEGMENT INFORMATION The Company's operations are classified into two reportable segments plus corporate and administrative functions. The segments consist of Intercomsoft, which produces secure essential government identification documents, research and development of an aluminum-air fuel cell technology acquired from a related party, and general and administrative expenses incurred for corporate purposes. THREE MONTHS ENDED MARCH 31, 2004
Research and Corporate and Intercomsoft Development Administrative Total Net sales $1,092,000 $ -- $ -- $1,092,000 Operating expenses 661,000 -- 312,000 973,000 ---------- ------------ --------- ---------- Net income (loss) $ 431,000 $ -- $(312,000) $ 119,000 ========== ============ ========= ==========
THREE MONTHS ENDED MARCH 31, 2003
Research and Corporate and Intercomsoft Development Administrative Total Net sales $ 923,000 $ -- $ -- $ 923,000 Operating expenses 519,000 10,000 311,000 840,000 ---------- ------------ --------- ---------- Net income $ 404,000 $ 10,000 $ 311,000 $ 83,000 ========== ============ ========= ==========
10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following management's discussion and analysis of financial condition and results of operation should be read in conjunction with our unaudited consolidated financial statements and notes thereto contained elsewhere in this report. PLAN OF OPERATION General We operate Intercomsoft, Ltd. ("Intercomsoft"), a wholly owned subsidiary acquired by us in the second quarter of 1998. Intercomsoft is a technology-intensive company engaged in the operation of a computerized photo identification and database management system utilized in the production of a variety of secure essential government identification documents such as passports, driver's licenses, national identification documents and other such forms of essential personal identification. Other potential applications of the technology include police and military use, access control, high security identification and government and corporate identification products, among many others. In addition, the technology has potential applications for national population database management, border control and vehicle tracking, immigration management and smart card applications for both business and government such as retirement benefit plans and health, welfare, insurance and social security programs. Intercomsoft utilizes a technology, the rights to which it acquired from Supercom, Ltd., an Israeli corporation, pursuant to a Sales Agreement dated August 25, 1995, as amended, with an initial term of ten (10) years with an automatic ten (10) year extension, unless either party submits a written notification of termination prior to the expiration of the initial ten (10) year term. Although it is interested in other opportunities, Intercomsoft's only customer at present, and since 1996, is the Government of the Republic of Moldova, pursuant to a ten (10) year agreement awarded to it in April 1996 by the Ministry of Economics, Republic of Moldova, to provide a National Register of Population and a National Passport System. Under the terms of this agreement, Intercomsoft supplies all of the equipment, technology, software, materials and consumables utilized by it for the production of all national passports, drivers' licenses, vehicle permits, identification cards and other government authorized identification documents in the Republic of Moldova. If and to the extent that other such opportunities are presented to us in the future, we will be required to obtain substantial capital in order to pursue any such opportunities. There can be no assurances that such capital, if and when needed, will be available to us. We currently derive all of our revenues and income pursuant to Intercomsoft's agreement with the Government of the Republic of Moldova. The Republic of Moldova has historically been unstable and we would have limited recourse should the Government default under the agreement or discontinue use of Intercomsoft's services provided for under the agreement. If for 11 any reason (or for no reason) such agreement was terminated, the terms were materially amended, or business reduced, such event would have a material adverse effect on us. Currently, the Government has the right to terminate the agreement in approximately two years. In addition, in the first quarter of 2001, we acquired certain rights from Aluminum-Power, Inc. ("Aluminum-Power"), our majority shareholder, to an aluminum-air fuel cell technology for use in portable consumer electronic products and devices such as cellular telephones and laptop computers. Since the acquisition of such rights and through the second quarter of 2003, we funded research, development and marketing efforts for such technology as well as patent prosecution. In the second quarter of 2003, after the expenditure of in excess of $1,000,000 on research and development, we suspended such efforts as management concluded that, due to the enormous costs involved in this effort, continued research and development was not justified at this time. RESULTS OF OPERATIONS General During the three month period ended March 31 2004, our operations consisted solely of the activities of Intercomsoft. As more fully described above, Intercomsoft currently operates in and derives its revenues solely from services performed for the Government of the Republic of Moldova pursuant to an agreement with such Government. The uncertain economy and political instability in the Republic of Moldova could result in the termination or loss of such agreement, thereby having a material adverse effect on us. Comparison of Three Months Ended March 31, 2004 to Three Months Ended March 31, 2003 During the three months ended March 31, 2004, we had revenues resulting solely from Intercomsoft's production of government documents in the Republic of Moldova of approximately $1,092,000 as compared to $923,000 for the same period in 2003, an increase of approximately 18%. During the three months ended March 31, 2004, Intercomsoft's costs associated with generating these revenues were $332,000, or 30% of revenues, as compared to $276,000, or 30% of revenues, for the same period in 2003. This resulted in gross profit for Intercomsoft of $760,000 for the three month period ended March 31, 2004 as compared to $647,000 for the same period in 2003, an increase of approximately 18%, which corresponds directly to the 18% increase in revenues in the three month period ended March 31, 2004 from the comparative period in 2003. General and administrative expenses for the three months ended March 31, 2004, were approximately $346,000, which consisted of $34,000 of Intercomsoft expenses and $312,000 of general corporate and administrative expenses. For the same period in 2003, general and administrative expenses aggregated approximately $345,000, which consisted of $34,000 of 12 Intercomsoft expenses and $311,000 of general corporate and administrative expenses. Certain cost cutting measures implemented by us allowed such expenses to remain the same in the comparative periods. Public relations, marketing and advertising expenses for the three months ended March 31, 2004 were $295,000, all of which were related to efforts to expand the use of Intercomsoft's services, compared to $209,000 in the same period in 2003, an increase of $86,000, or 41%. The increase in public relations, marketing and advertising expenses of Intercomsoft resulted from an increase in commissions and fees paid pursuant to various marketing agreements, which are based on revenue generated in the period. Beginning in the first quarter of 2001, we began our research and development program in connection with the aluminum-air fuel cell technology acquired in such period, together with our majority shareholder Aluminum-Power. In the second quarter of 2003, together with Aluminum-Power, we suspended research and development efforts. There were no research and development expenses for the three month period ended March 31, 2004, as compared to $10,000 for the same period in 2003. The decrease in research and development expenses are the result of the discontinuance of research and development efforts in the 2nd quarter of 2003. We had net income from operations of approximately $119,000 for the three month period ended March 31, 2004, as compared to net income of approximately $83,000 for the same period in 2003 which resulted from all of the reasons set forth above. Liquidity & Capital Resources Our joint venture with Aluminum-Power to fund research and development of an aluminum-air fuel cell technology has added additional costs and expenses. As of March 31, 2004, we had expended in excess of approximately $1,000,000 toward such research and development since our acquisition of the technology in January 2001 and we owed Aluminum-Power approximately $150,905 in accrued research and development costs, payable on July 1, 2006 and bearing interest at a rate of 2% per annum. Such amount is prepayable without penalty. At March 31, 2004, we owed Boris Birshtein, our Chairman of the Board, $759,688 in unpaid compensation due to him pursuant to his employment agreement with us. Of this amount, $84,688 is due on demand, $260,000 is due June 1, 2004 pursuant to a promissory note and $415,000 is due April 1, 2005 (or earlier upon the occurrence of certain agreed upon specific events). Although we believe we have adequate capital to fund current operations for fiscal year 2004, we will need to obtain additional working capital for future periods if we are to pursue any additional research and development efforts in connection with our aluminum-air fuel cell technology or expand the services of Intercomsoft. Although no assurances can be made, we believe that our operating expenses will not decrease during the fiscal year ending December 31, 2004, notwithstanding the suspension of research and development efforts, due to the anticipated payment of a portion of our accrued operating expenses. 13 We may seek additional funding in an effort to subsidize future research and development expenses as well as our efforts to expand the services of Intercomsoft. Such additional funding may be obtained by bank borrowings, public offerings, or private placements of equity or debt securities, loans from shareholders, or a combination of the foregoing. However, there can be no assurances that additional financing will be available or, if available, on terms that are acceptable to us 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. Although we believe that the assumptions underlying all 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 us, or anyone affiliated with us, that our objectives and plans will be achieved. ITEM 3. CONTROLS AND PROCEDURES Based upon their evaluation of our internal controls, disclosure controls and procedures within 90 days of the filing of this report, our Chief Executive Officer and Chief Financial Officer have concluded that the effectiveness of such controls and procedures is satisfactory. Further, there were no significant changes in our internal controls or in any other factors that could significantly affect those controls subsequent to the date of their evaluation. 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION The employment agreement between us and Boris Birshtein, our Chairman of the Board of Directors, expired on December 31, 2003 and was not renewed. Pursuant to a letter agreement dated March 10, 2004 between us and Mr. Birshtein, Mr. Birshtein agreed to continue to serve as our Chairman of the Board of Directors on a month-to-month basis on substantially the same terms as were provided for in his prior employment agreement. Such letter agreement provides Mr. Birshtein with, among other things, a base annual salary of $276,450. On January 21, 2004, we accepted the resignation of Shmuel Gurfinkel as our Chief Financial Officer and a member of our Board of Directors and appointed Jack Braverman to fill the vacancy on the Board of Directors caused by Mr. Gurfinkel's resignation and also appointed Mr. Braverman to serve as our Chief Financial Officer. Our by-laws provide for not less than three and not more than fifteen directors. As of March 31, 2004, our Board of Directors was comprised of Boris Birshtein, Chairman, Yuri Benenson, Jack Braverman and Walter Perchal. 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits listed below are filed as part of this Quarterly Report for the period ended March 31, 2004. Exhibit No. Document 31.1 Chief Executive Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer Certification 32.2 Chief Financial Officer Certification (b) Reports on Form 8-K. On January 26, 2004, we filed a Current Report on Form 8-K to report that on January 21, 2004, we accepted the resignation of Shmuel Gurfinkel as our Chief Financial Officer and a member of our Board of Directors. The resignation was not the result of a disagreement between Mr. Gurfinkel and us on any matters relating to our operations, policies or practices. Further, we disclosed in such Current Report that on January 21, 2004, we appointed Jack Braverman to fill the vacancy on the Board of Directors caused by Mr. Gurfinkel's resignation and also appointed Mr. Braverman to serve as our Chief Financial Officer. 16 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRIMOL GROUP, INC. Date: May 13, 2004 By: /s/ Yuri Benenson ---------------------- Name: Yuri Benenson Title: Chief Executive Officer By: /s/Jack Braverman ---------------------- Name: Jack Braverman Title: Chief Financial Officer 17 EX-31.1 2 d59606_ex31-1.txt CERTIFICATIONS REQUIRED UNDER SECTION 302 EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Trimol Group, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report. /s/ Yuri Benenson ----------------- Yuri Benenson Chief Executive Officer TRIMOL GROUP, INC. May 13, 2004 18 EX-31.2 3 d59606_ex31-2.txt CERTIFICATIONS REQUIRED UNDER SECTION 302 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Trimol Group, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Repot fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report. /s/ Jack Braverman ------------------ Jack Braverman Chief Financial Officer TRIMOL GROUP, INC. May 13, 2004 19 EX-32.1 4 d59606_ex32-1.txt CERTIFICATIONS REQUIRED UNDER SECTION 906 EXHIBIT 32.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Yuri Benenson, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Trimol Group, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 13, 2004 By /s/ Yuri Benenson --------------------- Chief Executive Officer 20 EX-32.2 5 d59606_ex32-2.txt CERTIFICATIONS REQUIRED UNDER SECTION 906 EXHIBIT 32.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Jack Braverman, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Trimol Group, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 13, 2004 By /s/ Jack Braverman ---------------------- Chief Financial Officer 21 -----END PRIVACY-ENHANCED MESSAGE-----