-----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, LpTE9J//nG60N+qYaLom4nYDvVtYkQmNXbbBOpqjGWzDldXysSRAYa5v4LVKkJGi vQcLqmr/fpIeFXM25JHHbQ== 0001169232-08-002090.txt : 20080515 0001169232-08-002090.hdr.sgml : 20080515 20080515103143 ACCESSION NUMBER: 0001169232-08-002090 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-28144 FILM NUMBER: 08834583 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 10-Q 1 d74311_10q.htm QUARTERLY REPORT



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED

March 31, 2008

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)

Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x  No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a small reporting company. Large accelerated filer o Accelerated filer o Non-accelerated filer o Small reporting company x

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yes o  No x

As of May 14, 2008, there were 100,472,328 issued and outstanding shares of the Registrant’s common stock.




TRIMOL GROUP, INC.

FORM 10-Q

QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2008

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 OPERATIONS

 

12

 

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

15

 

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

 

15

 

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

16

 

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

17

 

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

17

 

 

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

17

 

 

 

 

ITEM 5.

OTHER INFORMATION

 

18

 

 

 

 

ITEM 6.

EXHIBITS

 

18

 

 

 

 

SIGNATURES

 

19

2



PART I - FINANCIAL INFORMATION

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF MARCH 31, 2008

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, 2008 and the related consolidated statements of operations and cash flows for the three month periods ended March 31, 2008 and 2007. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). 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.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s only customer did not intend to renew its contract which expired April 29, 2006 and, as a result, the Company has not generated and revenue since such date. In addition, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $2,920,000. These circumstances, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 12, 2008

4



TRIMOL GROUP, INC.

 

 

 

 

 

 

 

 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 









 

 

 

March 31, 2008
(Unaudited)

 

December 31, 2007
(Audited)

 







 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

4,000

 

$

4,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

 

4,000

 

 

4,000

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

19,000

 

 

27,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

23,000

 

$

31,000

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Related Parties

 

$

2,374,000

 

$

2,158,000

 

Accrued expenses

 

 

569,000

 

 

548,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

2,943,000

 

 

2,706,000

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIENCY

 

 

(2,920,000

)

 

(2,675,000

)

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

 

$

23,000

 

$

31,000

 

 

 



 



 


 


 

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,

 

 

 

2008

 

2007

 







 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

245,000

 

 

240,000

 

 

 



 



 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(245,000

)

$

(240,000

)

 

 



 



 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

 

(.002

)

 

(.002

)

 

 



 



 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

100,472,000

 

 

100,472,000

 

 

 



 



 


 


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,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(245,000

)

$

(240,000

)

 

 

 

 

 

 

 

 

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

8,000

 

 

8,000

 

Accrued expenses to related parties

 

 

109,000

 

 

 

 

 

 

 

 

 

 

 

 

CHANGES IN ASSETS AND LIABILITIES:

 

 

 

 

 

 

 

Accrued expenses

 

 

21,000

 

 

(17,000

)

 

 



 



 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(107,000

)

 

(249,000

)

 

 



 



 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds of loans from related parties

 

 

107,000

 

 

244,000

 

 

 



 



 

 

 

 

 

 

 

 

 

NET CASH USED IN FINANCING ACTIVITIES

 

 

107,000

 

 

244,000

 

 

 



 



 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

 

 

(5,000

)

 

 

 

 

 

 

 

 

CASH – BEGINNING OF PERIOD

 

 

4,000

 

 

13,000

 

 

 



 



 

 

 

 

 

 

 

 

 

CASH – END OF PERIOD

 

$

4,000

 

$

8,000

 

 

 



 



 


 


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, 2008 and for the three month periods ended March 31, 2008 and 2007 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, 2007. 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, 2007.

NOTE 2 - OPERATIONS

The Company owns all of the outstanding shares of Intercomsoft Limited (“Intercomsoft”) a company which, until April 2006, was engaged in the operation of a computerized photo identification and database management system utilized in the production of secure essential government identification documents such as passports, drivers’ licenses, national identification documents and other forms of essential personal government identification. As more detailed in Note 3, the Company is pursuing certain legal action related to the operation of Intercomsoft.

Additionally, the Company has an exclusive worldwide license to an aluminum-air fuel cell technology solely for use with portable consumer 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. However, the Company ceased development of this technology in 2003. (See Note 3).

NOTE 3-RISKS AND UNCERTAINTIES

The following risk factors relating to the Company and its business should be carefully considered:

The Company’s subsidiary operates in the Republic of Moldova.

The Company’s wholly owned subsidiary, Intercomsoft Limited, operates in the Republic of Moldova, a former member of the Soviet Union with a historically uncertain economic and political climate. This may have a material adverse impact on the Company and Intercomsoft.

The Company has no current source of revenue.

The Company had no source of revenue for the three month period ended March 31, 2008, nor for the year

8



ended December 31, 2007. It’s sole revenue source for several years prior to such time was from Intercomsoft whose only customer was the Republic of Moldova’s Ministry of Economics to which it supplied its goods and services pursuant to the Supply Agreement between the Government of Moldova and Intercomsoft.

On or about February 11, 2006, the Company received a notice from the Government of the Republic of Moldova advising the Company that it did not intend to renew the Supply Agreement which, unless renewed, expired by its terms on April 29, 2006. The Company believes that such non-renewal notice may not have been sent timely under the applicable provisions of the Supply Agreement. However, inasmuch as the Company’s only revenues are derived from Intercomsoft’s activities under the Supply Agreement, as of April 29, 2006, the Company has had no current source of revenue as a consequence of the non-renewal of such Agreement. Although the Company has contested Moldova’s notice of non-renewal of the Supply Agreement, there can be no assurance as to the outcome of such dispute. If the Government of the Republic of Moldova does not recognize the renewal of the Supply Agreement, such event will have a material adverse effect on Intercomsoft and the Company.

The Company has commenced a legal action against the Government of Moldova.

On June 27, 2006, the Company and Intercomsoft commenced an action in the United States District Court for the Southern District of New York against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents in accordance with the terms of the Supply Agreement. Additionally, the Company has contested Moldova’s notice of non-renewal of the Supply Agreement. Among the Company’s claims against Moldova is a claim for non-payment for all of the essential government documents produced under the Supply Agreement during the four month period commencing January 2006 and ending in April 2006. Based, in part, upon records issued by Moldova, the Company believes the uncollected amount due for this period for services rendered, together with contractually agreed upon interest for late payments, is in excess of $2.5 million, which amount is not included in the accompanying financial statement. The Company is still pursuing such amount and believes it to be a legally valid receivable. In August 2006, the action was withdrawn, without prejudice.

On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce, International Court of Arbitration, in Geneva, Switzerland (the “ICC”). The Demand for Arbitration filed in connection therewith repeats and incorporates the claims that were set forth in the Complaint in the withdrawn prior action noted above.

The Moldovan Defendants have denied that the ICC has jurisdiction to hear the arbitration and hearings have been held, but no decision has been rendered by the arbitral tribunal on this issue. In addition, the Moldovan Defendants have commenced an action before the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova, claiming that it is the proper body to administer any arbitration between the parties. The claims asserted in the current action, are the same claims asserted by the Moldovan Defendants in the ICC arbitration. There have been no hearings in such arbitration.

The Republic of Moldova and the other respondents have interposed counterclaims against the Company and Intercomsoft in amounts totaling $30 million. The counterclaims contain allegations of fraud and misrepresentation claimed to have occurred during the performance of the Supply Agreement.

Management of the Company and Intercomosft are vigorously pursuing the claims against the Moldovan Defendants and have denied any wrongdoing and are, likewise, vigorously contesting the counterclaims.

9



The Company has terminated its agreement with Supercom Limited.

Pursuant to a Sales Agreement between Intercomsoft and Supercom Limited (“Supercom”) dated August 25, 1995, as amended, Supercom supplied the equipment, software, technology and consumables utilized by Intercomsoft for the production of computerized documents under the Supply Agreement. Pursuant to this agreement, Intercomsoft was provided with the guidance and support required for the installation and operation of the equipment, as well as the materials required for its maintenance.

On March 24, 2005, Intercomsoft and Supercom entered into a Termination Agreement, terminating the Sales Agreement. Notwithstanding, pursuant to the terms of the Termination Agreement, Supercom, in consideration of certain payments to be made to it, agreed to continue to supply Moldova with such equipment, consumables, software and technology during the remaining term of the Supply Agreement, pursuant to the requirements of the Supply Agreement. 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. 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.

The Company is not pursuing development of its aluminum-air fuel cell technology.

Through a joint venture with Aluminum-Power, Inc., the Company’s majority shareholder, the Company pursued research and development of its aluminum-air fuel cell technology it acquired in the first quarter of 2001. Such research and development was suspended in the second quarter of 2003. The Company does not intend to pursue the development of such technology in the future.

The Company has no current business activities that generate revenue.

Although the Company is currently exploring opportunities, it is not currently engaged in any business activities that generate revenue.

NOTE 4-RELATED PARTY TRANSACTIONS AND BALANCES

Transactions

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Compensation and related expenses to Chairman (1)

 

$

79,000

 

$

74,000

 

 

 

 

 

 

 

 

 

 

 

Cash advance from Royal HTM Group (2)

 

 

27,000

 

 

43,000

 

 

 

 

 

 

 

 

 

 

 

Cash advances in the form of direct payment of expenses by Royal HTM Group (2)

 

 

79,000

 

 

96,000

 

 

 

 

 

 

 

 

 

 

 

Business development services (2)

 

 

30,000

 

 

30,000

 

 

 

 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

$

215,000

 

$

243,000

 

 

 

 



 



 


 

 

1)

Mr. Boris Birshtein serves as the Company’s Chairman of the Board of Directors (the “Chairman”) on a month-to-month basis.

10



 

 

2)

The Company has engaged Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by the Chairman, to render certain business development services to the Company. Royal HTM Group has also advanced money to the Company to fund its operating expenses.

Balances

As of March 31, 2008 payables to related parties consist of the following:

 

 

 

 

 

 

 

Amount due to the Chairman and a company owned and controlled by such individual.

 

$

1,723,000

 

 

 

 

 

 

 

 

Accrued compensation due to the Chairman.

 

 

651,000

 

 

 

 



 

 

 

 

$

2,374,000

 

 

 

 



 

These amounts are non-interest bearing and due on demand.

NOTE 5-STOCK COMPENSATION PLANS

During the three months ended March 31, 2008, the Company did not issue any options to purchase its common stock. As of March 31, 2008, the total options outstanding were 6,870,000, of which 3,870,000 were issued pursuant to the 2001 Omnibus Plan, as amended.

NOTE 6 - SEGMENT INFORMATION

The Company’s operations are classified into two reportable segments consisting of Intercomsoft, which produces secure essential government identification documents and general and administrative expenses incurred for corporate purposes.

THREE MONTHS ENDED MARCH 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

 

Corporate and Administrative

 

 

Total

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

Operating expenses

 

 

8,000

 

 

237,000

 

 

245,000

 

 

 

 

 



 



 



 

 

 

 

 

Net loss

 

$

(8,000

)

$

(237,000

)

$

(245,000

)

 

 

 

 



 



 



 

 

THREE MONTHS ENDED MARCH 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

 

Corporate and Administrative

 

 

Total

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

Operating expenses

 

 

8,000

 

 

232,000

 

 

240,000

 

 

 

 

 



 



 



 

 

 

 

 

Net loss

 

$

(8,000

)

$

(232,000

)

$

(240,000

)

 

 

 

 



 



 



 

 

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 Annual Report on Form 10-KSB for the year ended December 31, 2007, as well as our unaudited consolidated financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those described. We expressly disclaim any obligation or undertaking to update these statements in the future.

OPERATIONS

Business Development

          Since 1998 we have operated our wholly-owned subsidiary, Intercomsoft Limited, a non-resident Irish company engaged in the operation of a computerized photo identification and database management system.

          In addition, we have an exclusive worldwide license to a mechanically rechargeable aluminum-air fuel cell technology for use with portable consumer electronic devices which we acquired in January 2001.

          However, other than activities in connection with Intercomsoft’s Supply Agreement as more detailed below, although we are seeking other opportunities, we are not currently engaged in any other business operations, or in any activities that generate revenue.

Intercomsoft Ltd.

          Intercomsoft, Ltd. is a technology-intensive company, established to operate a computerized photo identification and database management system utilized in the production 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 has pursued other opportunities, Intercomsoft’s only customer has been the Government of the Republic of Moldova, pursuant to a ten (10) year renewable Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) entered into in April 1996.

          On or about February 11, 2006, we received notice from the Government of the Republic of Moldova that it did not intend to renew the Supply Agreement which, unless renewed, expired by its terms on April 29, 2006. We believe that such notice of non-renewal may not have been sent timely under the applicable provisions of the Supply Agreement and are currently contesting the claimed non-renewal of such Agreement.

12



          We are currently involved in a number of legal actions in connection with the Supply Agreement, which are set forth in detail in Part II-Item 1 of this report entitled Legal Proceedings.

Aluminum-Air Fuel Cell Technology

          We have an exclusive worldwide license to a mechanically rechargeable aluminum-air fuel cell technology solely for use with portable consumer electronic devices, all rights and title to a certain technology relating to aluminum-air fuel cells and the design and know how to a converter designed and developed by Aluminum-Power, Inc., our majority shareholder.

          Since we acquired such technology in January 2001 and through the second quarter of 2003 we engaged in research, development and marketing efforts in connection with such technology. Further, during such period we also actively sought strategic business partners to commercialize the technology and pursued the prosecution of patent applications resulting in the issuance by the United States Patent and Trademark Office of two patents on our aluminum-air fuel cell technology.

          As of the second quarter of 2003 we discontinued our research and development efforts on the aluminum-air fuel cell technology and have not actively pursued the development of such technology since such time. We do not intend to pursue the development of such technology in the future.

RESULTS OF OPERATIONS

General

          During the three month period ended March 31, 2008, our operations consisted solely of administrative activities and those related to pursuing the breach of contract claims against the Republic of Moldova as more fully described in Part II Item 1 herein.

Comparison of Three Month Period Ended March 31, 2008 to March 31, 2007

          During the three months ended March 31, 2008, we generated no revenues and similarly generated no revenues in the comparative period in 2007. Revenue in periods prior to those at issue resulted from Intercomsoft’s production of government documents in the Republic of Moldova and the lack of revenue in the periods at issue resulted from the contested non-renewal of the Supply Agreement on April 29, 2006.

          General and administrative expenses for the three months ended March 31, 2008, were approximately $245,000, which consisted of $8,000 of Intercomsoft expenses consisting of machinery and equipment depreciation, and $237,000 of which were general corporate and administrative expenses. For the same period in 2007, general and administrative expenses aggregated approximately $240,000, which consisted of $8,000 of Intercomsoft expenses consisting of machinery and equipment depreciation and $232,000 of which were general and corporate administrative expenses.

13



          There were no public relations, marketing and advertising expenses for the three months ended March 31, 2008 or 2007. All marketing efforts were suspended in mid-2006 due to the unavailability of funds resulting from the expiration and contested non-renewal of the Supply Agreement.

          We had a net loss from operations of approximately $245,000 for the three month period ended March 31, 2008, as compared to a net loss of approximately $240,000 for the same period in 2007, which resulted from all of the reasons set forth above.

Liquidity & Capital Resources

          Intercomsoft’s Supply Agreement, if not renewed pursuant to the terms thereof, expired by its terms in April 2006. As a consequence of what we believe was an untimely notice of non-renewal of the Supply Agreement, Moldova discontinued payment to us for amounts due under the Supply Agreement and our sole source of revenue ended. Although we are vigorously contesting the non-renewal of the Supply Agreement, there can be no assurances as to the outcome such dispute. If the Supply Agreement is not renewed, we will need to pursue future business opportunities in order to sustain continued operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Stock Compensation Plans

          There were no options to purchase shares of our common stock issued or exercised during the three month period ended March 31, 2008. As of March 31, 2008, the total number of shares of our common stock reserved for issuance under options outstanding was 6,870,000, of which options to purchase 3,870,000 shares were issued pursuant to our 2001 Omnibus Plan, as amended.

Available information

          We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy and information statements and other information with the Commission. Reports, proxy statements and other information filed by us with the Commission pursuant to the informational requirements of the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may also be obtained upon written request addressed to the Commission, Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains an Internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at www.sec.gov.

14



          No person has been authorized to give any information or to make any representation other than as contained or incorporated by reference in this Quarterly Report and, if given or made, such information or representation must not be relied upon as having been authorized by us.

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

 

 

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

          As of the end of the period covered by this Quarterly Report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties. Accordingly, based on their evaluation of our disclosure controls and procedures as of March 31, 2008, our Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, our controls and procedures were not effective for the purposes described above.

          There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the period ended March 31, 2008 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

          Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of March 31, 2008, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework as a basis for our assessment.

          Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may

15



deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

          A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of individuals who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

          As we are not aware of any instance in which the Company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, we determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our very limited resources at this time and not in the interest of our shareholders.

          This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

PART II - OTHER INFORMATION

 

 

ITEM 1.

LEGAL PROCEEDINGS

          On or about February 11, 2006, we received a notice from the Government of the Republic of Moldova wherein it advised us that it did not intend to renew the Supply Agreement which, unless renewed, expired by its terms on April 29, 2006. We believe that such non-renewal notice may not have been sent timely under the applicable provisions of the Supply Agreement and we have contested such non-renewal notice.

          On June 27, 2006, together with our subsidiary Intercomsoft, we commenced an action in the United States District Court for the Southern District of New York against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of

16



Moldova seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents in accordance with the terms of the Supply Agreement. As a consequence of discussions with counsel to the defendants in this action, we withdrew the action in August 2006, without prejudice to our rights to reinstate it in the United States courts

          On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva, Switzerland. The Demand for Arbitration filed in connection with such action repeats and incorporates the claims that were set forth in the Complaint in the withdrawn prior action noted above.

          The Moldovan Defendants have denied that the ICC has jurisdiction to hear the arbitration and hearings have been held, but no decision has been rendered by the arbitral tribunal on this issue. In addition, the Moldovan Defendants have commenced an action before the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova, claiming that it is the proper body to administer any arbitration between the parties. The claims asserted in the current action are the same claims asserted by the Moldovan Defendants in the ICC arbitration. There have been no hearings in such arbitration.

          The Republic of Moldova and the other respondents have interposed counterclaims against us and Intercomsoft in amounts totaling $30 million. The counterclaims contain allegations of fraud and misrepresentation which the respondents claim occurred during the performance of the Supply Agreement.

          Management of the Company and Intercomosft are vigorously pursuing the claims against the Moldovan Defendants and have denied any wrongdoing and are, likewise, vigorously contesting the counterclaims.

          There can be no assurance as to the outcome of such arbitration proceedings and actions.

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          None

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

          None.

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

17



 

 

ITEM 5.

OTHER INFORMATION

          During the three month period ended March 31, 2008, we accrued an aggregate of $69,000 ($23,000 per month) in compensation and $5,400 ($1,800 per month) in expenses due to Boris Birshtein related to his performance as our Chairman of the Board.

          During the three month period ended March 31, 2008 we borrowed an aggregate of $106,000 from our Chairman of the Board and Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by such individual, to meet on-going operational expenses. Such amount is non-interest bearing and is due on demand.

          During 2005 we engaged Royal HTM Group, Inc. to render certain business development services to us on on-going basis. During the three month period ended March 31, 2008 we accrued an aggregate of $30,000 ($10,000 per month) for consulting fees due to Royal HTM Group, Inc. for such services. Such amount is non-interest bearing and is due on demand.

 

 

ITEM 6.

EXHIBITS

          The exhibits listed below are filed as part of this Quarterly Report for the period ended March 31, 2008

 

 

 

Exhibit No.

 

Document

 

 

 

31.1     

 

Chief Executive Officer Certification

 

 

 

31.2     

 

Chief Financial Officer Certification

 

 

 

32.1     

 

Chief Executive Officer Certification pursuant to 18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2     

 

Chief Financial Officer Certification pursuant to 18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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: May 15, 2008

By: /s/ Yuri Benenson

 



 

Name: 

Yuri Benenson

 

Title: 

Chief Executive Officer

 

 

 

 

 

 

 

By: /s/ Jack Braverman

 



 

Name:

Jack Braverman

 

Title:

Chief Financial Officer

19


EX-31.1 2 d74311_ex31-1.htm RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

 

 

 

I, Yuri Benenson, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q 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 15, 2008

By  /s/ Yuri Benenson

 


 

Chief Executive Officer

20


EX-31.2 3 d74311_ex31-2.htm RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

 

 

 

I, Jack Braverman, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q 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 15, 2008

By  /s/ Jack Braverman

 


 

Chief Financial Officer

21


EX-32.1 4 d74311_ex32-1.htm SECTION 1350 CERTIFICATIONS

EXHIBIT 32.1

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-Q for the period ended March 31, 2008 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.

          No purchaser or seller of securities or any other person shall be entitled to rely upon the foregoing certification for any purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

 

 

 

/s/ Yuri Benenson

 


 

Yuri Benenson

 

Chief Executive Officer

 

TRIMOL GROUP, INC.

May 15, 2008

22


EX-32.2 5 d74311_ex32-2.htm SECTION 1350 CERTIFICATIONS

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-Q for the period ended March 31, 2008 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 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.

          No purchaser or seller of securities or any other person shall be entitled to rely upon the foregoing certification for any purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.

 

 

 

/s/ Jack Braverman

 


 

Jack Braverman

 

Chief Financial Officer

 

TRIMOL GROUP, INC.

May 15, 2008

23


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