10-Q 1 d74782_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

 

June 30, 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 August 12, 2008, there were 79,472,328 issued and outstanding shares of the Registrant’s common stock.




 

TRIMOL GROUP, INC.

 

FORM 10-Q

 

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 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

13

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

16

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

17

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

18

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

19

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

19

 

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

19

 

 

 

ITEM 5.

OTHER INFORMATION

19

 

 

 

ITEM 6.

EXHIBITS

20

 

 

 

SIGNATURES

21

2



PART I - FINANCIAL INFORMATION

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 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 June 30, 2008 and the related consolidated statements of operations and cash flows for the six and three month periods ended June 30, 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 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.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s only customer did not renew its contract which expired April 29, 2006 and, as a result, the Company has not generated any revenue since such date. In addition, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $2,782,000. 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: August 12, 2008

4



TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 

 









 

 

 

 

 

 

 

 

 

 

June 30, 2008
(Unaudited)

 

December 31, 2007
(Audited)

 







 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

5,000

 

$

4,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

 

5,000

 

 

4,000

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

10,000

 

 

27,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

15,000

 

$

31,000

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Due to related parties

 

$

2,232,000

 

$

2,158,000

 

Accrued expenses

 

 

565,000

 

 

548,000

 

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

2,797,000

 

 

2,706,000

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIENCY

 

 

(2,782,000

)

 

(2,675,000

)

 

 



 



 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

 

$

15,000

 

$

31,000

 

 

 



 



 


 


 

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, 2008

 

June 30, 2007

 

June 30, 2008

 

June 30, 2007

 











 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

 

$

 

 

 

 

$

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

507,000

 

 

524,000

 

 

262,000

 

 

284,000

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(507,000

)

$

(524,000

)

($

262,000

)

$

(284,000

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

 

(.005

)

 

(.005

)

 

(.002

)

 

(.003

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

 

2008

 

2007

 







 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net loss

 

$

(507,000

)

$

(524,000

)

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

17,000

 

 

16,000

 

 

 

 

 

 

 

 

 

CHANGES IN ASSETS AND LIABILITIES:

 

 

 

 

 

 

 

Accrued expenses

 

 

17,000

 

 

19,000

 

 

 



 



 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(473,000

)

 

(489,000

)

 

 



 



 

 

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds of loans from related parties

 

 

474,000

 

 

481,000

 

 

 



 



 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

474,000

 

 

481,000

 

 

 



 



 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

1,000

 

 

(8,000

)

 

 

 

 

 

 

 

 

CASH – BEGINNING OF PERIOD

 

 

4,000

 

 

13,000

 

 

 



 



 

 

 

 

 

 

 

 

 

CASH – END OF PERIOD

 

$

5,000

 

$

5,000

 

 

 



 



 


 


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 accompanying unaudited financial statements of Trimol Group Inc (the “Company”) as of June 30, 2008 and for the six and three month periods ended June 30, 2008 and 2007 included herein have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating to smaller reporting companies. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission on April 14, 2008.

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 4, the Company is pursuing certain legal action related to the operation of Intercomsoft and since April 2006 has not generated any revenue from business operations.

Additionally, as more detailed in Note 3, until May 30, 2008, the Company had 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 had ceased development of this technology in 2003.

NOTE 3 – TERMINATION AGREEMENT

On May 30, 2008 the Company entered into a termination agreement (the “Termination Agreement”) with Aluminum Power Inc. (API), the Company’s majority shareholder which is beneficially owned and controlled by the Company’s Chairman of the Board. The Termination Agreement terminated the Technology

8



Acquisition Agreement and the Research and Development Agreement entered into by the Company and API in 2001.

In consideration of the Termination Agreement Royal HTM Group, Inc, a company also beneficially owned and controlled by the Company’s Chairman of the Board, cancelled $400,000 of the Company’s. indebtedness to it. The forgiveness of debt was accounted for as a credit to additional paid in capital on the accompanying consolidated balance sheet as of June 30, 2008

In addition, subsequent to the period ended June 30, 2008, the Company entered into an amendment of the Termination Agreement dated as of July 9, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, API transferred 21,000,000 shares of the Company’s common stock owned by it to the Company as further consideration in connection with the Termination Agreement, to be utilized by the Company solely in connection with certain acquisitions that the Company is currently exploring. In the event that the Company does not conclude any of such acquisitions by December 31, 2008, API has the right to require the Company to reconvey such 21,000,000 shares to it for a purchase price of $1,000.

NOTE 4 - 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 six month period ended June 30, 2008, nor for the year ended December 31, 2007. Its 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. Such event has had 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

9



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 not completed, 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.

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.

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 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.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 above, the Company’s only customer did not renew its contract which expired April

10



29, 2006 and, as a result, the Company has not generated any revenue since such date. In addition, as shown on the balance sheet, the Company’s liabilities exceeded its assets by $2,782,000. These circumstances, among others, raise substantial doubt about its ability to continue as a going concern.

NOTE 5 - RELATED PARTY TRANSACTIONS AND BALANCES

See Note 3 regarding the Termination Agreement with API.

Transactions

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Compensation and related expenses to Chairman (1)

 

$

159,000

 

$

149,000

 

 

 

 

 

 

 

 

 

Cash advance from Royal HTM Group (2)

 

 

95,000

 

 

74,000

 

 

 

 

 

 

 

 

 

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

 

 

159,000

 

 

198,000

 

 

 

 

 

 

 

 

 

Business development services (2)

 

 

60,000

 

 

60,000

 

 

 



 



 

 

 

$

473,000

 

$

481,000

 

 

 



 



 


 

 

 

 

1)

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

 

 

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 June 30, 2008 payables to related parties consist of the following:

 

 

 

 

 

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

 

$

1,502,000

 

 

 

 

 

 

Accrued compensation due to the Chairman.

 

 

730,000

 

 

 



 

 

 

$

2,232,000

 

 

 



 

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

NOTE 6 - STOCK COMPENSATION PLANS

During the six months ended June 30, 2008, the Company did not issue any options to purchase its common stock. As of June 30, 2008, the total options outstanding were 6,870,000, of which 3,870,000 were issued pursuant to the 2001 Omnibus Plan, as amended.

11



NOTE 7 - SEGMENT INFORMATION

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

SIX MONTHS ENDED JUNE 30, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

Corporate and
Administrative

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

17,000

 

 

490,000

 

 

507,000

 

 

 



 



 



 

 

Net loss

 

$

(17,000

)

$

(490,000

)

$

(507,000

)

 

 



 



 



 

SIX MONTHS ENDED JUNE 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

Corporate and
Administrative

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

16,000

 

 

508,000

 

 

524,000

 

 

 



 



 



 

 

Net loss

 

$

(16,000

)

$

(508,000

)

$

(524,000

)

 

 



 



 



 

THREE MONTHS ENDED JUNE 30, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

Corporate and
Administrative

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

9,000

 

 

253,000

 

 

262,000

 

 

 



 



 



 

 

Net loss

 

$

(9,000

)

$

(253,000

)

$

(262,000

)

 

 



 



 



 

THREE MONTHS ENDED JUNE 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

Corporate and
Administrative

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

8,000

 

 

276,000

 

 

284,000

 

 

 



 



 



 

 

Net loss

 

$

(8,000

)

$

(276,000

)

$

(284,000

)

 

 



 



 



 

12



 

 

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.

          Additionally, until May 30, 2008, we had 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.

13



          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

          Until May 30, 2008, we had 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. (“Aluminum Power”), our majority shareholder, which is beneficially owned and controlled by our Chairman of the Board.

          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.

          On May 30, 2008 we entered into a termination agreement (the “Termination Agreement”) with Aluminum Power terminating the Technology Acquisition Agreement and the Research and Development Agreement entered into by us and Aluminum Power in 2001. In consideration of the Termination Agreement, Royal HTM Group, Inc, a company beneficially owned and controlled by the Company’s Chairman of the Board, cancelled $400,000 of our indebtedness to it.

          In addition, subsequent to the period ended June 30, 2008, we entered into an amendment of the Termination Agreement dated as of July 9, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, Aluminum Power transferred to us 21,000,000 shares of our common stock owned by it as further consideration in connection with the Termination Agreement. Such shares are to be utilized by us solely in connection with certain acquisitions that we are currently exploring. In the event that we do not conclude any of such acquisitions by December 31, 2008, Aluminum Power has the right to require us to reconvey such 21,000,000 shares to it for a purchase price of $1,000.

RESULTS OF OPERATIONS

General

          During the three and six month period ended June 30, 2008, our operations consisted solely of administrative activities, activities surrounding exploration of certain acquisitions 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.

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Comparison of Three Month Period Ended June 30, 2008 to June 30, 2007

          During the three months ended June 30, 2008, we generated no revenues from operations 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 June 30, 2008, were approximately $262,000, which consisted of $9,000 of Intercomsoft expenses consisting of machinery and equipment depreciation, and $253,000 of which were general corporate and administrative expenses. For the same period in 2007, general and administrative expenses aggregated approximately $284,000, which consisted of $8,000 of Intercomsoft expenses consisting of machinery and equipment depreciation and $276,000 of which were general and corporate administrative expenses.

          We had net loss from operations of approximately $262,000 for the three month period ended June 30, 2008, as compared to a net loss of approximately $284,000 for the same period in 2007.

Comparison of Six Month Period Ended June 30, 2008 to June 30, 2007

          During the six months ended June 30, 2008, we generated no revenues from operations 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 six months ended June 30, 2008, were approximately $507,000, which consisted of $17,000 of Intercomsoft expenses consisting of machinery and equipment depreciation, and $490,000 of which were general corporate and administrative expenses. For the same period in 2007, general and administrative expenses aggregated approximately $524,000, which consisted of $16,000 of Intercomsoft expenses consisting of machinery and equipment depreciation and $508,000 of which were general and corporate administrative expenses.

          We had a net loss from operations of approximately $507,000 for the six month period ended June 30, 2008, as compared to a net loss of approximately $524,000 for the same period in 2007.

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

15



amounts due under the Supply Agreement and our sole source of revenue ended. We have not generated and revenue since such time. 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.

          Our liabilities currently exceed our assets by $2,782,000. These circumstances, among others, raise substantial doubt about our ability to continue 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 cancelled, issued or exercised during the three or six month periods ended June 30, 2008. As of June 30, 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, file 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.

          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.

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ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

          As of the end of the period covered by this Quarterly Report, we carried out, under the supervision and with the participation of our management, including our Chief Executive Officer and our 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 us in our reports are 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 June 30, 2008, our Chief Executive Officer and our 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 June 30, 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 June 30, 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 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

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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 we 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 our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us 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 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.

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          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.

          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.

 

 

ITEM 5.

OTHER INFORMATION

          During the six month period ended June 30, 2008, we accrued an aggregate of $138,000 ($23,000 per month) in compensation and $10,800 ($1,800 per month) in expenses due to Boris Birshtein related to his performance as our Chairman of the Board.

          During the six month period ended June 30, 2008 we borrowed an aggregate of approximately $308,000 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.

          Royal HTM Group renders certain business development services to us on on-going basis. During the six month period ended June 30, 2008 we accrued an aggregate

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of $60,000 ($10,000 per month) for consulting fees due to Royal HTM Group for such services. Such amount is non-interest bearing and is due on demand.

          On May 30, 2008 we entered into a termination agreement (the “Termination Agreement”) with Aluminum Power Inc., a company beneficially owned and controlled by our Chairman of the Board. The Termination Agreement terminated the Technology Acquisition Agreement and the Research and Development Agreement entered into by us with Aluminum Power in 2001. In consideration of the Termination Agreement, Royal HTM Group cancelled $400,000 of our indebtedness to it. The forgiveness of such debt was accounted for as a credit to additional paid in capital on the accompanying consolidated balance sheet as of June 30, 2008. As of the date of the Termination Agreement, Aluminum Power was our majority shareholder.

          On July 9, 2008, we entered into an amendment of the Termination Agreement (the “Amendment”). Pursuant to the terms of the Amendment, Aluminum Power transferred to us 21,000,000 shares of our common stock owned by it as further consideration in connection with the Termination Agreement. Such shares are to be utilized by us solely in connection with certain acquisitions that we are currently exploring. In the event that we do not conclude any of such acquisitions by December 31, 2008, Aluminum Power has the right to require us to reconvey such 21,000,000 shares to it for a purchase price of $1,000. Such transaction reduced the number of our issued and outstanding shares by 21,000,000 resulting in a total of 79,472,328 issued and outstanding shares as of the date of this quarterly report.

          On July 10, 2008 Royal HTM Group and Aluminum Power entered into an agreement pursuant to which Aluminum Power transferred to Royal HTM Group 49,275,000 of its shares of our common stock. With such transaction Royal HTM Group became our majority shareholder.

 

 

ITEM 6.

EXHIBITS

          The exhibits listed below are filed as part of this Quarterly Report for the period ended June 30, 2008:

 

 

 

Exhibit No.

Document

 

 

 

31.1 

 

Chief Executive Officer Certification pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2 

 

Chief Financial Officer Certification pursuant Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1 

 

Chief Executive Officer Certification pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2 

 

Chief Financial Officer Certification pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

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     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 13, 2008

 

By: /s/ Yuri Benenson

 

 


 

 

Name:

 Yuri Benenson

 

 

Title:

 Chief Executive Officer

 

 

 

 

 

 

By: /s/ Jack Braverman

 

 


 

 

Name:

 Jack Braverman

 

 

Title:

 Chief Financial Officer

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