0001169232-06-002762.txt : 20060614 0001169232-06-002762.hdr.sgml : 20060614 20060614090015 ACCESSION NUMBER: 0001169232-06-002762 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060609 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28144 FILM NUMBER: 06903680 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 8-K 1 d68415_8k.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): June 9, 2006

Trimol Group, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	0-28144	13-3859706
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1285 Avenue of the Americas, 35^th Floor, New York, New York 10019

(Address of Principal Executive Office)

Registrant's telephone number, including area code: (212) 554-4394

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

By letters dated June 9, 2006 and June 12, 2006 (collectively, the “Demand Letter”), counsel to Intercomsoft Ltd. (“Intercomsoft”), the Registrant’s wholly owned subsidiary, advised the Ministry of Information Development of the Government of the Republic of Moldova (“Moldova”), that it is in default in a number of material respects of the Contract on Leasing Equipment and Licensing Technology dated April 29, 1996, as amended, between Moldova and Intercomsoft (the “Supply Agreement”). Among other things, Intercomsoft demanded payment of $2,021,046, plus interest, for past-due leasing and license payments under the Supply Agreement through April 29, 2006. The Demand Letter also requested Moldova to make payments for inflation adjustments, minimum guarantee deficiencies and other amounts due to Intercomsoft under the Supply Agreement. The Demand Letter rejected Moldova’s notice of non-renewal of the Supply Agreement effective April 29, 2006.

Item 9.01(c)

Exhibits

99.1	Letter of Counsel to Intercomsoft Ltd. to the Ministry of Information Development of the Government of the Republic of Moldova dated June 9, 2006.

99.2	Letter of Counsel to Intercomsoft Ltd. to the Ministry of Information Development of the Government of the Republic of Moldova dated June 12, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRIMOL GROUP, INC.

/s/ Yuri Benenson

By:____________________________________

Yuri Benenson, Chief Executive Officer

Date: June 13, 2006

EX-99.1 2 d68415_ex99-1.htm LETTER OF COUNSEL

EXHIBIT 99.1

STORCH AMINI MUNVES PC

A New York Professional Corporation

2 Grand Central Tower

New York, New York 10017

Tel: 212.490.4100 Fax: 212.490.4208

E-mail storch@samlegal.com

STEVEN G. STORCH

Member NY and IL Bars

June 9, 2006

VIA TELECOPIER

Ministry of Information Development

State Enterprise “Registru”

42 Pushkin Street

Chisinau

Republic of Moldova

Attn: V. Molojen

Dear Sirs:

We have been retained by Intercomsoft Ltd., a wholly owned subsidiary of Trimol Group, Inc., a United States publicly owned corporation, to pursue its claims against the Government of Moldova (the “Government”) under that certain Contract on Leasing Equipment and Licensing Technology dated April 29, 1996 between the Ministry of Economics, Republic of Moldova and our client (the “Supply Agreement”). Pursuant to the express written terms of the Supply Agreement, which remain in full force and effect through April 29, 2016, various payments are past due. Moreover, while we understand you have purported to terminate the Supply Agreement, such termination was not in accordance with the terms of the Supply Agreement and is of no force and effect. We address each of your deficiencies in performance and payment below.

Immediate Payment of Basic Past Due Monthly Amounts

Demand is hereby made for immediate payment to the order of Intercomsoft Ltd. of U.S. $2,021, 046 representing the amount due for the basic lease and license payments provided for under Section 2.1(a) of the Supply Agreement for the months of January, February, March, April

and May, 2006. In addition to the aforementioned $2,021,046 past due amount, such amount is subject to increase for interest thereon calculated on the basis set forth in Section 2.1(a) of the Supply Agreement and, accordingly, accrued and per diem interest must be added to said amount when payment is made to our client. With such interest added to date, the amount due and owing is $2,427,839.30.

Inflation Adjustment

In addition, notice is hereby given that you are in default with respect to payment of the inflation adjustment to the lease and license payments made to our client under the Supply Agreement, calculated in accordance with the provisions of Section 2.1(a) of the Supply Agreement (such increases were due and payable at the end of the 1998, 2000, 2002 and 2004 contract years under the Supply Agreement). Payment in the amount of $4,261,240.98 is hereby demanded of such inflation adjustment amounts.

Guaranteed Minimum Payments

Notice is hereby given you have failed to meet the guaranteed minimum quantity payments due to our client pursuant to Sections 4.5 and 9.2 of the Supply Agreement, calculated based upon the minimum quantities specified in Annex 3 to the Supply Agreement for the 1996 through 2001 contract years. Payment in the amount of $17,598,443.91 is hereby demanded of such guaranteed minimum quantity payments.

Compensation for Loss, Damage and Lost Profits

Pursuant to Section 9.4 of the Supply Agreement you are obligated to compensate our client for all losses, damages, and lost profits incurred in connection with said violations, including but not limited to the prosecution thereof. This letter is without prejudice to our client’s rights under such section or to any other provision of the Supply Agreement. Failure to promptly meet your obligations will only increase the damage to our client and your liability therefore.

Manner of Payment

The payments due hereunder shall be made by wire transfer to our attorney’s account, the wire transfer particulars of said account being set forth below:

Failure to make such payments to our client by June 16, 2006, will result in the commencement of a legal proceeding against the Government of Moldova to collect such sums, plus all costs and expenses in connection with such proceeding.

The Purported Termination

Please be further advised that the letter dated January 25, 2006 purportedly issued by the Ministry of Information of the government of Moldova and addressed to Supercom Ltd. and Intercomsoft Ltd was not received timely by our client and, as a consequence thereof, the Supply

Agreement was automatically extended, in accordance with the terms thereof, for an additional period of ten years, commencing on April 30, 2006. Accordingly, you are required to remit to our client, on a monthly basis, in accordance with the applicable provisions of the Supply Agreement, all lease and license payments provided for thereunder during the ten year renewal term. We expect that the June 2006 payment will be made on a timely basis.

We trust that you will timely comply with the aforementioned demands in order to make the commencement of a legal proceeding against you unnecessary. Please direct any inquiries in connection with this matter to the attention of the undersigned.

Very truly yours,

/s/ Steven G. Storch

Steven G. Storch

cc:	(by telecopier – 202-667-1207)

Embassy of the Republic of Moldova

2101 S. Street, NW

Washington, DC 20008

EX-99.2 3 d68415_ex99-2.htm LETTER OF COUNSEL

EXHIBIT 99.2

STORCH AMINI MUNVES PC

A New York Professional Corporation

2 Grand Central Tower

New York, New York 10017

Tel: 212.490.4100 Fax:212.490.4208

E-mail storch@samlegal.com

STEVEN G. STORCH

Member NY and IL Bars

June 12, 2006

VIA TELECOPIER

Ministry of Information Development

State Enterprise “Registru”

42 Pushkin Street

Chisinau

Republic of Moldova

Attn: V. Molojen

Dear Sirs:

As you know from our letter to you, dated June 9, 2006 (the “Letter”), we represent Intercomsoft Ltd., a wholly owned subsidiary of Trimol Group, Inc., with respect to its claims against the Government of Moldova (the “Government”) under that certain Contract on Leasing Equipment and Licensing Technology, dated April 29, 1996, between the Ministry of Economics, Republic of Moldova and our client (the “Supply Agreement”). We write to supplement the Letter.

Please note that the $2,021,046 referenced in the Letter due as basic lease and license payments under the Supply Agreement represents the amount due for the months of January, February, March, and April, 2006 and does not include May 2006 as previously stated in the Letter. With interest, the amount due for January through April 2006 is $2,518,372.79. The May 2006 payment is due and owing under the renewal provision of the Supply Agreement, as is the June 2006 payment.

Additionally, the payments due and specified in the Letter shall be made by wire transfer to our account. The particulars of said account are set forth below:

Bank:

Citibank, N.A.

330 Madison Avenue

New York, NY 10017

ABA #:

021000089

Account #:

95063206

Account Name:

Storch Amini & Munves, P.C.

Attorney Escrow Account Iola

140 East 45^th Street, 25^th Floor