10QSB 1 d65025_10qsb.htm QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-QSB

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED

 

JUNE 30, 2005

 

 

 

 

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 June 30, 2005, 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 June 30, 2005

 

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 OPEERATIONS
      12
           
ITEM 3. CONTROLS AND PROCEDURES       16  
     
PART II - OTHER INFORMATION          
           
ITEM 1. LEGAL PROCEEDINGS       17  
           
ITEM 2. CHANGES IN SECURITIES       17  
           
ITEM 3. DEFAULTS UPON SENIOR SECURITIES       17  
           
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       17  
           
ITEM 5. OTHER INFORMATION       17  
           
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K       18  
           
SIGNATURES       19  

 

 

2

 



 

 

PART I - FINANCIAL INFORMATION

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2005

 

 

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 June 30, 2005 and the related consolidated statements of operations and cash flows for the six and three month periods ended June 30, 2005 and 2004. 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: August 11, 2005

 

 

4

 



 

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET


June 30, 2005
(Unaudited)
  December 31, 2004
(Audited)
 

                 
ASSETS            
                 
Current assets:                
Cash     $ 27,000   $ 35,000  
Accounts receivable       797,000     662,000  


                 
      TOTAL CURRENT ASSETS       824,000     697,000  
                 
Property and equipment, net       89,000     106,000  


                 
TOTAL ASSETS     $ 913,000   $ 803,000  


                 
LIABILITIES                
                 
Current liabilities:                
                 
Trade accounts payable     $ 882,000   $ 195,000  
Accrued expenses       301,000     561,000  
Current portion of payables to related parties           582,000  


                 
     TOTAL CURRENT LIABILITIES       1,183,000     1,338,000  
                 
SHAREHOLDERS’ DEFICIENCY       (270,000 )   (535,000 )


                 
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY     $ 913,000   $ 803,000  


   

   

The accompanying notes are an integral part of the financial statements

 

5

 



 

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)


 
SIX MONTHS ENDED  
THREE MONTHS ENDED
 
    June 30, 2005   June 30, 2004   June 30, 2005   June 30, 2004  

 
                             
REVENUES     $ 4,234,000   $ 2,174,000   $ 2,215,000   $ 1,082,000  




     
OPERATING EXPENSES:    
Cost of revenues       1,283,000     660,000     891,000     328,000  
Marketing and promotion       1,512,000     585,000     800,000     290,000  
Other operating expenses       1,174,000     1,007,000     743,000     661,000  




     
TOTAL OPERATING EXPENSES       3,969,000     2,252,000     2,434,000     1,279,000  




                             
NET INCOME (LOSS)     $ 265,000   $ (78,000 ) $ (219,000 ) $ (197,000 )




                             
Net income (loss) per share (basic and
diluted)
      .003     (.0007 )   (.002 )   (.0002 )




                             
WEIGHTED AVERGE NUMBER OF
SHARES OUTSTANDING
      100,472,328     100,472,328     100,472,328     100,472,328  




   

 
       

 

The accompanying notes are an integral part of the financial statements

 

 

6

 



 

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)


 
Six Months Ended June 30,  
2005   2004  

 
                 
CASH FLOWS FROM OPERATING ACTIVITIES:            
NET INCOME (LOSS)     $ 265,000   $ (78,000 )
                 
ADJUSTMENTS TO RECONCILE NET INCOME                
TO NET CASH PROVIDED BY (USED IN)                
OPERATING ACTIVITIES:                
                 
Depreciation of property and equipment       17,000     17,000  
Abandonment of property and equipment           10,000  
     
CHANGES IN ASSETS AND LIABILITIES:                
Accounts receivable       (135,000 )   (43,000 )
Prepaid expenses           32,000  
Accounts payable       687,000     46,000  
Accrued expenses       (260,000 )   354,000  


     
NET CASH PROVIDED BY OPERATING ACTIVITIES       574,000     338,000  


     
CASH FLOWS FROM INVESTING ACTIVITIES:                
Acquisition of property and equipment           (84,000 )


     
NET CASH USED IN INVESTING ACTIVITIES           (84,000 )


     
CASH FLOW FROM FINANCING ACTIVITIES:                
Net repayment of loans to related parties       (582,000 )   (248,000 )


     
NET CASH USED IN FINANCING ACTIVITIES       (582,000 )   (248,000 )


     
INCREASE (DECREASE) IN CASH       (8,000 )   6,000  
     
CASH - BEGINNING OF PERIOD       35,000     20,000  


     
CASH - END OF PERIOD     $ 27,000   $ 26,000  


     
Supplemental disclosures of cash flow information:                
Interest paid     $   $  


Income taxes paid     $   $ 1,000  


   

 
   

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 June 30, 2005 and for the six and three month periods ended June 30, 2005 and 2004 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, 2004. 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, 2004.

NOTE 2 – OPERATIONS

 

The Company owns all of the outstanding shares of Intercomsoft Limited (“Intercomsoft”) a 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.

Intercomsoft has utilized a proprietary technology provided by Supercom, Ltd. (“Supercom”), pursuant to a Sales Agreement between Supercom and Intercomsoft dated August 25, 1995, as amended. On March 24, 2005 Intercomsoft and Supercom entered into a Termination Agreement terminating the Sales Agreement. Notwithstanding such termination, pursuant to the Termination Agreement, Supercom agreed to continue to supply directly to Moldova such equipment, consumables, software and technology required by Intercomsoft during the remaining term of the Supply Agreement, as hereinafter defined.

Intercomsoft’s only customer at present, and since 1996, is the Government of the Republic of Moldova, pursuant to a ten (10) year Supply 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 the Supply Agreement, Intercomsoft supplies all of the equipment, technology, software, materials and consumables utilized by the Government for the production of all national passports, drivers’ licenses, vehicle permits, identification cards and other government authorized identification documents in the Republic of Moldova.

The Company also has an exclusive worldwide license to an aluminum-air fuel cell technology 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. At this time, the Company is not pursuing the development of such technology.

As of the second quarter 2005, Intercomsoft is the Company’s only operating entity.

 

 

8

 



 

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 pursuant to a ten (10) year Supply 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, as more defined in Note 2 above.

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 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 Supply Agreement expires in April 2006, and is subject to renewal. Likewise, if the Supply Agreement is not renewed upon such expiration date, such non-renewal would materially adversely affect the Company which is dependent upon the revenues and cash flow from such agreement to sustain its business activities. If renewed, there can be no assurance as to the terms of any such renewal.

(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 would 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

 

In the second quarter 2005 the Company granted a bonus to its Chairman of the Board of $178,500 in partial compensation for certain services rendered by him to the Company.

In the second quarter 2005 the Company engaged Royal HTM Group, a Canadian company beneficially owned and controlled by its Chairman of the Board, to render certain business development services to the Company. In the second quarter 2005, $286,806 was paid to Royal HTM Group in connection with such services and related expenses. The Company intends to enter into a definitive written agreement

 

9

 



 

with Royal HTM Group for such services. There can be no assurance as to the final terms of any such agreement if and when it is entered into by the parties thereto.

NOTE 5 - COMMITMENTS AND GENERAL COMMENTS

Intercomsoft was party to a Sales Agreement dated August 25, 1995 with Supercom pursuant to which it purchased from Supercom the equipment, software and consumables utilized by it for the production of computerized documents under the Supply Agreement, as defined in Note 2 above, and the utilization by Intercomsoft of the proprietary technology owned by Supercom which is an integral part of the production of the essential government documents under the Supply Agreement between Intercomsoft and the Government of Moldova. Such Sales Agreement obligated Intercomsoft to pay 25% of its profits to Supercom, as more specifically provided for under the agreement. However, on March 24, 2005 Intercomsoft and Supercom entered into a Termination Agreement terminating the Sales Agreement. Notwithstanding such termination, pursuant to the Termination Agreement, Supercom agreed to continue to supply directly to Moldova such equipment, consumables, software and technology required by Intercomsoft during the remaining term of the Supply Agreement, as defined in Note 2 above. Pursuant to the terms of the Termination Agreement, Intercomsoft agreed to pay to Supercom $184,912 representing the balance of the amount due to Supercom for certain equipment supplied by Supercom pursuant to the Sales Agreement, which payment will be made in nine equal monthly installments which commenced in April 2005. However, notwithstanding the terms set forth in the Termination Agreement, in April 2005 Supercom requested that the Company remit to it, on a monthly basis as of March 2005, payment equal to the profit sharing provisions of the Sales Agreement and the Company complied with such request.

 

In February 2000, the Company issued warrants to purchase 1,400,000 shares of its common stock to three employees, 400,000 of which were canceled on January 28, 2003 and the balance of which expired in February 2005.

 

During the three months ended June 20, 2005, the Company issued options to purchase an aggregate of 3,000,000 shares of its common stock at an exercise price of $.01 per share. As of June 30, 2005, there were 10,820,000 shares of the Company’s common stock reserved for issuance under outstanding options, of which 5,470,000 shares were reserved for issuance pursuant to options issued pursuant to the 2001 Omnibus Plan, as amended.

 

 

10

 



 

 

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.

 

Intercomsoft
  Research and
Development

  Corporate and
Administrative

  Total
 
                             
SIX MONTHS ENDED JUNE 30, 2005                    
Net sales     $ 4,234,000   $   $   $ 4,234,000  
Operating expenses       2,871,000         1,098,000     3,969,000  



Net income (loss)     $ 1,363,000   $   $ (1,098,000 ) $ 265,000  




     
SIX MONTHS ENDED JUNE 30, 2004                            
Net sales     $ 2,174,000   $   $   $ 2,174,000  
Operating expenses       1,316,000         936,000     2,252,000  



Net income (loss)     $ 858,000   $   $ (936,000 ) $ (78,000 )




     
THREE MONTHS ENDED JUNE 30, 2005                            
Net sales     $ 2,215,000   $   $   $ 2,215,000  
Operating expenses       1,724,000         710,000     2,434,000  




Net income (loss)     $ 491,000   $   $ (710,000 ) $ (219,000 )




     
THREE MONTHS ENDED JUNE 30, 2004                            
Net sales     $ 1,082,000   $   $   $ 1,082,000  
Operating expenses       655,000         624,000     1,279,000  




Net income (loss)     $ 427,000   $   $ (624,000 ) $ (197,000 )




 

 

11

 



 

 

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.

Although it is interested in developing 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 Supply 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 the Supply Agreement, Intercomsoft supplies all of the equipment, technology, software, materials and consumables utilized by the Government for the production of all national passports, drivers’ licenses, vehicle permits, identification cards and other government authorized identification documents in the Republic of Moldova.

To support its efforts in the Republic of Moldova, Intercomsoft has utilized a proprietary technology provided by Supercom, Ltd. (“Supercom”) pursuant to a Sales Agreement between it and Supercom dated August 25, 1995, as amended. On March 24, 2005 Intercomsoft and Supercom entered into a Termination Agreement terminating the Sales Agreement. Notwithstanding such termination, pursuant to the Termination Agreement, Supercom agreed to continue to supply directly to Moldova such equipment, consumables, software and technology required by Intercomsoft during the remaining term of the Supply Agreement. Except and as to the extent provided under the Termination Agreement, Intercomsoft has no other rights to Supercom’s proprietary technology as referred to above.

We currently derive all of our revenues and income pursuant to Intercomsoft’s Supply 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 any reason (or for no reason) such agreement was terminated, the terms were materially amended, or business reduced, or the agreement was not renewed at its expiration, such event would have a material adverse effect on us. Further, as the revenue generated by Intercomsoft is our only current revenue, any material adverse impact on Intercomsoft would

 

12

 



 

have a material adverse impact on us. Currently, the Government has the right to terminate the agreement in less than one year. In the event that the Supply Agreement is not renewed, such non-renewal will have a material adverse effect on us as we are dependent upon revenues and cash flow from such agreement to sustain our business activities. If renewed, there can be no assurance as to the terms thereof.

If and to the extent that other such opportunities are presented to Intercomsoft in the future outside of the Republic of Moldova, we will be required to obtain substantial capital and technology in order to pursue any such opportunities. There can be no assurances that such capital, if and when needed, will be available to us, or that Intercomsoft will be able to acquire any technology required to implement any such opportunity.

In addition to Intercomsoft, 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. However, we discontinued development of such technology in the second quarter of 2003.

RESULTS OF OPERATIONS

 

General

During the three month period ended June 30, 2005, 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 a Supply Agreement with such Government which expires in less than one year. 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. Additionally, if the Supply Agreement is not renewed in April 2006 when it expires by its terms, such non-renewal will have a material adverse effect on us.

Comparison of Three Months Ended June 30, 2005 to Three Months Ended June 30, 2004

During the three months ended June 30, 2005, we had revenues resulting solely from Intercomsoft’s production of government documents in the Republic of Moldova of approximately $2,215,000 as compared to $1,082,000 for the same period in 2004, an increase of approximately 104%.

The increase in revenue of $1,113,000 in the three months ended June 30, 2005 as compared to the same period in 2004 was the result of a number of factors. Similar to the passport controls instituted by and between Romania and Moldova in 2001, as of January 1, 2005 a protocol enacted by the Russian as the Ukraine governments in November 2004 became effective requiring individuals to produce a valid passport for travel across the Russian and Ukraine borders and at border control points. Prior to January 1, 2005 passports from the former Soviet Union were accepted as valid identification, as well as other various forms of identification. However, as of January 1, 2005 a valid passport issued by the country of citizenry

 

13

 



 

became required. This necessitated that hundreds of thousands of Moldovan citizens working in Russia and the Ukraine secure a valid passport from Moldova which in turn led to a significant increase in the number of passports issued during this three month period.

In addition, our ongoing program of public awareness encourages the renewal of various forms of government licenses and registrations resulting in an increase in the issuance of such replacement documents. Direct marketing efforts by us and cross marketing to individuals during passport renewals and/or issuances has also led to a continuing increase in the sale of collateral documentation including drivers’ licenses and other government issued documents that Intercomsoft produces.

During the three months ended June 30, 2005, Intercomsoft’s costs associated with generating these revenues were $891,000 or 40% of revenues, as compared to $328,000, or 30% of revenues, for the same period in 2004. The increase of costs associated with generating such revenue was twofold: (1) as a condition of continuing service, in April 2005 Supercom requested that in the second quarter 2005 we reinstate payment to it equal to the profit sharing provisions set forth in the Sales Agreement that was terminated by virtue of the Termination Agreement in March 2005; and, (2) Supercom requested that we pay to it such profit sharing for March 2005, which was not previously due to it or accrued by us in the first quarter 2005 as a result of the termination of such Sales Agreement. (See Item 5 Other Information). However, notwithstanding such expense, Intercomsoft had a gross profit of approximately $1,324.000 for the three month period ended June 30, 2005 as compared to $754,000 for the same period in 2004, an increase of approximately 75%.

General and administrative expenses for the three months ended June 30, 2005, were approximately $743,000, which consisted of $33,000 of Intercomsoft expenses and $710,000 of general corporate and administrative expenses. For the same period in 2004, general and administrative expenses aggregated approximately $661,000, which consisted of $36,000 of Intercomsoft expenses and $625,000 of general corporate and administrative expenses. Although overall our expenses decreased, the increase of general corporate and administrative expenses of $85,000, or 13%, resulted, in part, from a bonus to our Chairman of the Board of $178,500 in the three month period ended June 30, 2005 as well as $286,800 in fees and expenses paid to Royal HTM Group, a company beneficially owned by our Chairman of the Board, in connection with certain business development services rendered to us during this period.

Public relations, marketing and advertising expenses for the three months ended June 30, 2005 were $800,000, compared to $290,000 in the same period in 2004, an increase of $510,000, or 175%. All of such expenses were related to efforts to expand the use of Intercomsoft’s services. The increase in public relations, marketing and advertising expenses of Intercomsoft resulted from an increase in marketing efforts as well as an increase in commissions and fees paid pursuant to various marketing agreements, which are based on revenue generated in the period.

We had a net loss from operations of approximately $219,000 for the three month period ended June 30, 2005, as compared to a net loss of approximately $197,000 for the same period in 2004, an increase of 11%, which resulted from all of the reasons set forth above.

 

14

 



 

 

Comparison of Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004

During the six months ended June 30, 2005, we had revenues resulting solely from Intercomsoft’s production of government documents in the Republic of Moldova of approximately $4,234,000 as compared to $2,174,000 for the same period in 2004, an increase of approximately 95%.

The increase in revenue of $2,060,000 in the six months ended June 30, 2005 as compared to the same period in 2004 was the result of a number of factors. Similar to the passport controls instituted by and between Moldova and Romania in 2001, as of January 1, 2005 a protocol enacted by the Russian as the Ukraine governments in November 2004 became effective requiring individuals to produce a valid passport for travel across the Russian and Ukraine borders and at border control points. Prior to January 1, 2005 passports from the former Soviet Union were accepted as valid identification, as well as other various forms of identification. However, as of January 1, 2005 a valid passport issued by the country of citizenry became required. This necessitated that hundreds of thousands of Moldovan citizens working in Russia and the Ukraine secure a valid passport from Moldova which in turn led to a significant increase in the number of passports issued during this six month period.

In addition, our ongoing program of public awareness encourages the renewal of various forms of government license and registrations resulting in an increase in the issuance of such replacement documents. Direct marketing efforts by us and cross marketing to individuals during passport renewals and/or issuances has also led to a continuing increase in the sale of collateral documentation including drivers’ licenses and other government issued documents that Intercomsoft produces.

During the six months ended June 30, 2005, Intercomsoft’s costs associated with generating these revenues were $1,283,000, or 30% of revenues, as compared to $660,000, or 30% of revenues, for the same period in 2004. The 95% increase in revenues resulted in gross profit for Intercomsoft of approximately $2,951,000 for the six month period ended June 30, 2005, as compared to $1,514,000 for the same period in 2004, an increase of approximately 95%. Although it was previously anticipated that our cost of goods would decrease due to the termination of the Sales Agreement by virtue of the Termination Agreement with Supercom in March 2005 (see Item 5 Other Information) we have continued to remit to Supercom an amount equal to the profit sharing provisions under the terminated Sales Agreement. Consequently, our cost of goods did not decrease.

General and administrative expenses for the six months ended June 30, 2005, were approximately $1,174,000, which consisted of $75,000 of Intercomsoft expenses and $1,099,000 of general corporate and administrative expenses. For the same period in 2004, general and administrative expenses aggregated approximately $1,007,000, which consisted of $71,000 of Intercomsoft expenses and $936,000 of general corporate and administrative expenses. Although overall our general and administrative expenses decreased in this period, the increase of general corporate and administrative expenses of $167,000, or 17%, resulted, in part, from a bonus to our Chairman of the Board of $178,500 as well as $286,000 in fees and expenses paid to Royal HTM Group, a company beneficially owned by our Chairman of the Board, in connection with certain business development services rendered to us during this period.

 

15

 



 

Public relations, marketing and advertising expenses for the six months ended June 30, 2005 were $1,512,000, compared to $585,000 in the same period in 2004, an increase of $927,000, or 158%. All of such expenses were related to efforts to expand the use of Intercomsoft’s services. The increase in public relations, marketing and advertising expenses of Intercomsoft resulted from an increase in marketing efforts as well as an increase in commissions and fees paid pursuant to various marketing agreements, which are based on revenue generated in the period.

We had a net profit from operations of approximately $265,000 for the six month period ended June 30, 2005, as compared to a net loss of approximately $78,000 for the same period in 2004, an increase of $343,000 for the same period in 2004, which resulted from all of the reasons set forth above.

Liquidity & Capital Resources

Although we believe we have adequate capital to fund our current operations for fiscal year 2005, 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.

We may seek additional funding in an effort to subsidize such future research and development expenses as well as to fund our efforts to expand the services of Intercomsoft. Such additional funding may be obtained by bank borrowings, public offerings, or private placements of our 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, that it will be 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.

 

16

 



 

 

 

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

 

 

 

None.

 

 

ITEM 2.

CHANGES IN SECURITIES

 

During the three month period ended June 30, 2005, we issued options to purchase 3,000.000 shares of our common stock. There were no options cancelled during such period. As of June 30, 2005, the total number of shares of our common stock reserved for issuance under options outstanding was 10,820,000, of which options to purchase 5,470,000 shares were issued pursuant to our 2001 Omnibus Plan, as amended.

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

 

None.

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5.

OTHER INFORMATION

On March 24, 2005, Intercomsoft and Supercom entered into a Termination Agreement. Pursuant to the Termination Agreement, the Sales Agreement between such parties was terminated at the request of Supercom. Under the Sales Agreement, certain equipment, technology, supplies and other consumables which Intercomsoft is obligated to supply to the Government of the Republic of Moldova pursuant its Supply Agreement dated April 29, 1996, was supplied by Supercom on behalf of Intercomsoft pursuant to the Sales Agreement. Notwithstanding the termination of the Sales Agreement pursuant to the Termination Agreement, Supercom agreed to continue to supply directly to Moldova such equipment, consumables, software and technology required by Intercomsoft during the remaining term of the Supply Agreement. Pursuant to the Termination Agreement, Intercomsoft agreed to pay to Supercom, in nine equal monthly installments commencing in April 2005, the sum of $184,912 representing the balance of the amount due to Supercom for certain equipment supplied by Supercom pursuant to the Sales Agreement. In addition, Supercom agreed not to take any action, directly or indirectly, to interfere with Intercomsoft’s contractual rights with Moldova or to, in any way, cause Moldova to terminate or not renew the Supply Agreement and agreed to pay to Intercomsoft certain amounts specified in the Termination Agreement as liquidated damages in the event of any breach or default by Supercom thereunder.

 

17

 



 

 

However, notwithstanding such Termination Agreement, in April 2005 Supercom requested that we remit to it, on a monthly basis as of March 2005, payments equal to the profit sharing provisions of the Sales Agreement and we complied with such request. Payments to Supercom totaled $891,000 in the three month period ended June 30, 2005.

In the second quarter 2005 the Board of Directors agreed to grant a bonus to Boris Birshtein, our Chairman of the Board, in the amount of $178,500 in partial compensation to him for certain services rendered by him to us.

In the second quarter 2005 we engaged Royal HTM Group, a Canadian company beneficially owned and controlled by our Chairman of the Board, to render certain business development services to us. In the second quarter 2005, $268,000 in fees and expenses were paid to Royal HTM Group in connection with such services rendered by it to us during such period. We intend to enter into a definitive written agreement with Royal HTM Group for such services. There can be no assurance as to the final terms of any such agreement if and when it is entered into by the parties thereto.

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, 2005.

 

 

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)

We filed a Report on Form 8-K on March 28, 2005 disclosing the terms of the Termination Agreement entered into on March 24, 2005 by and between Supercom Ltd. and Intercomsoft Limited, our wholly owned subsidiary. Such Report is incorporated herein by reference thereto

 

 

(c)

There were no Reports on Form 8-K filed in the three month period ended June

 

30, 2005.

 

 

 

18

 



 

 

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: August 19, 2005

By: /s/ Yuri Benenson

 

 

Name:

Yuri Benenson

 

 

Title:

Chief Executive Officer

 

 

 

By: /s/  Jack Braverman

 

 

Name:

Jack Braverman

 

 

Title:

Chief Financial Officer

 

 

 

 

19