Trimol (TMOL) 10-K 2008 FY Annual report

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

FORM 10-K

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

For the fiscal year ended December 31, 2008

Commission file number: 000-26971

TRIMOL GROUP, INC.

(Name of small business issuer in its charter)

DELAWARE	13-3859706
(State of Incorporation)	(IRS Employer ID No.)

1285 Avenue of the Americas, 35^th Floor

New York, New York, 10019

(Address of principal offices)

Registrant’s Telephone Number: (212) 554-4394

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Title of Each Class	Name of each Exchange on which listed
Common Stock, par value $0.01 per share	OTC Bulletin Board

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yesx Noo

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (§ 229/405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act), Yeso Nox

Issuer’s revenues for fiscal year ended December 31, 2008 were $0.

The aggregate market value of the voting common equity held by non-affiliates of the Registrant was approximately $19,620 as of March 31, 2009 computed on the basis of a closing price of $0.001 per share on such date of the Registrant’s common stock as reported on the National Association of Securities Dealers, Inc.’s Over the Counter Bulletin Board.

The number of shares outstanding of the Registrant’s common stock, as of March 31, 2009 was 79,472,328.

Indicate by check mark whether the Registrant is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yeso Nox

Transitional Small Business Disclosure Format (check one): Yeso Nox

TABLE OF CONTENTS

		PART I
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1 A	RISK FACTORS	5
ITEM 2.	DESCRIPTION OF PROPERTY	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
		PART II
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11
ITEM 7.	FINANCIAL STATEMENTS	13
	Report of the Independent Auditors
	Consolidated Balance Sheet
	Consolidated Statement of Operations
	Consolidated Statement of Changes in Shareholders’ Deficiency
	Consolidated Statement of Cash Flows
	Notes to Consolidated Financial Statements
ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 8-A	CONTROLS AND PROCEDURES	25
		PART III
ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT	26
ITEM 10.	EXECUTIVE COMPENSATION	28
ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	33
ITEM 13.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	33
ITEM 14.	EXHIBITS	33

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development

          We were incorporated on May 6, 1953 under the laws of the State of Delaware. Although we are seeking business opportunities, during 2008 and 2007, we had limited operations and generated no revenue.

          Beginning in 1998 and through April 2006, we 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 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 and which we disposed of in May 2008.

          However, other than certain legal actions related to Intercomsoft’s Supply Agreement as more detailed below, although we are seeking other opportunities, we are not currently engaged in any other business operations, and we are not currently engaged in any activities that generate revenue.

Intercomsoft Limited

          Intercomsoft Limited was established to provide computerized photo identification and database management systems for use in the production of secure essential government identification documents such as passports, drivers’ licenses, national identification documents and other forms of essential personal identification.

          Although it pursued other opportunities, Intercomsoft’s only customer since inception has been the Government of the Republic of Moldova, pursuant to a Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) awarded to Intercomsoft in April 1996 by the Ministry of Economics, Republic of Moldova, to provide a National Register of Population and a National Passport System, which expired by its terms on April 29, 2006 and was not renewed.

          Under the terms of the Supply Agreement, Intercomsoft supplied all of the equipment, technology, software, materials and consumables utilized by the Government of Moldova for the production of all national passports, drivers’, licenses, vehicle permits, identification cards and other government authorized identification documents used in the Republic of Moldova.

          To support its efforts in the Republic of Moldova, Intercomsoft utilized a proprietary technology provided to it by Supercom, Ltd. pursuant to a Sales Agreement between it and Supercom dated August 25, 1995, as amended, which was subsequently terminated in March 2005. Notwithstanding such termination, Supercom agreed to continue to supply the Government of Moldova with such equipment, consumables, software and technology during the remaining term of the Supply

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Agreement. Except and as to the extent provided under the Termination Agreement, Intercomsoft had no other rights to Supercom’s proprietary technology as referred to above.

          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.

          However, inasmuch as our only current source of revenue was derived from Intercomsoft’s activities under the Supply Agreement, the Company has not generated any revenue since April 2006. This event has had a material adverse effect on Intercomsoft as well as on us.

Aluminum-Air Fuel Cell Technology

          From January 2001 through 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 at that time, an entity beneficially owned and controlled by our Chairman of the Board.

          Since we acquired such technology and through the second quarter of 2003 we engaged in research, development and marketing efforts in connection with such technology. Further, we had 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. However, 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 our Chairman of the Board, cancelled $400,000 of our indebtedness to it.

          Additionally, 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. The Amendment provides that 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. A further Amendment No. 2 to the Termination Agreement dated as of September 24, 2008, extended the December 31, 2008 reconveyance date to September 23, 2009.

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Our Employees

          We currently do not have any full time employees. However, we do have a number of individuals and entities that provide services to us on a consulting or advisory basis.

Transfer Agent

          The transfer agent and registrar for our common stock is Interstate Transfer Company, 6084 South 900 East, Suite 101, Salt Lake City, Utah 84121.

ITEM 1A. RISK FACTORS

          You should carefully review and consider the following risks, as well as all other information contained in this Annual Report or incorporated herein by reference, including our consolidated financial statements and the notes to those statements, before you decide to purchase any shares of our common stock. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material could also nevertheless materially adversely affect our business, financial condition, results of operations, or cash flows. In any case, the value of the shares of our common stock could decline and you could lose all or a portion of your investment in such shares. To the extent any of the information contained in this Annual Report constitutes forward-looking statements or information, the risk factors set forth below must be considered cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely affect our financial condition, results of operations or cash flows. See also, “Statement Regarding Forward-Looking Statements” in Item 6.

The Company has no current source of revenue.

          The Company had no revenue for the year ended December 31, 2008 nor did it have any revenues for the year ended December 31, 2007.

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.

The loss of our executive officers or key personnel would adversely affect our business.

          We have substantially discontinued our operations, with the exception of limited administrative activities. Our ability to restructure the business will be dependent on the services of our executive officers and certain key personnel. If we are unable to compensate our existing or future executives we may lack the required leadership to restructure our business.

We are not in compliance with rules requiring the adoption of certain corporate governance measures. This may result in shareholders having limited protections

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against interested director transactions, conflicts of interest and similar matters.

          The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC and The NASDAQ Stock Market as a result of Sarbanes-Oxley requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets. We are not in compliance with the requirement relating to the adoption of a corporate Code of Ethics, we are not in compliance with the requirement relating to the establishment of an audit committee consisting of all independent Board members. We have not established a Compensation Committee. We are not yet in compliance with requirements relating to the distribution to stockholders of annual and interim reports, solicitation of proxies, the holding of stockholders meetings, quorum requirements for such meetings and the rights of stockholders to vote on certain matters. Furthermore, until we comply with such corporate governance measures, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have a material adverse effect on our stock price.

          Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.

          We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent registered public accounting firm addressing these assessments. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to maintain an effective internal control environment could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

We do not intend to pay any dividends on our common stock in the foreseeable future.

          We currently intend to retain all future earnings, if any, to finance our business activities and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The limited public trading market may cause volatility in the price of our common stock.

          Our common stock is currently traded on the Over the Counter Bulletin Board (“OTCBB”) under the symbol TMOL. The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists,

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and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like ours. Our common stock is thus subject to this volatility. Sales of substantial amounts of our common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock.

          During 2008, the shares of our common stock traded on the OTCBB at prices ranging from a low of $0.001 to a high of $0.02 and in 2007 traded from a low of $0.001 per share to a high of $0.025 per share. The market price of the shares of our common stock, like the securities of many other over-the-counter publicly traded companies, may be highly volatile. Factors such as sales of large numbers of shares of our common stock by existing stockholders and general market and economic conditions may have a significant effect on the market price of our common stock. In addition, U.S. stock markets have experienced extreme price and volume fluctuations in the past. This volatility has significantly affected the market prices of securities of many companies, for reasons frequently unrelated or disproportionate to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

          The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than NASDAQ, and quotes for stocks included on the OTCBB are not listed in the financial sections of newspapers, as are those for the NASDAQ Stock Market. The trading price of our common stock may fluctuate significantly in response to various general economic and market conditions which may have a material or adverse effect on the market price of our common stock.

Trading in our common stock over the last 12 months has been limited, so investors may not be able to sell as many of their shares as they want at prevailing prices.

          Shares of our common stock are traded on the OTCBB. Limited trading in our common stock may make it difficult for investors who purchase shares of our common stock to sell such shares in the public market at any given time at prevailing prices. Also, the sale of a large block of our common stock could depress the market price of our common stock to a greater degree than a company that typically has a higher volume of trading of its securities.

          We cannot predict whether an active market for our common stock will develop in the future. In the absence of an active trading market:

• Investors may have difficulty buying and selling or obtaining market quotations;

• Market visibility for our common stock may be limited; and

• Lack of visibility for our common stock may have a depressive effect on its market price.

Penny stock regulations may impose certain restrictions on marketability of the Company’s securities

          The Securities and Exchange Commission (the “Commission”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject

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to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our securities and may affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities.

          Shareholders should be aware that, according to the Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

• Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

• Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

• “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

• Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

• The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

          Purchasers of penny stocks may have certain legal remedies available to them in the event the obligations of the broker-dealer from whom the penny stock was purchased violates or fails to comply with the above obligations or in the event that other state or federal securities laws are violated in connection with the purchase and sale of such securities. Such rights include the right to rescind the purchase of such securities and recover the purchase price paid for them.

Shares eligible for future sale may adversely affect the market

          From time to time, certain of our shareholders may be eligible to sell all or some of their shares of our common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. Of the 79,472,328 shares of our common stock issued and outstanding as of December 31, 2008, all shares have been issued for more than six months and are eligible for sale in compliance with Rule 144(k).

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          In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a one-year holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a non-affiliate of the Company that has satisfied a six-month holding period. Any substantial sale of our common stock pursuant to Rule 144 may have an adverse effect on the market price of our publicly traded securities.

ITEM 2. DESCRIPTION OF PROPERTY

          During the period covered by this Annual Report, we maintained our office at 1285 Avenue of the Americas, 35th Floor, New York, New York 10019, on a month-to-month tenancy.

ITEM 3. LEGAL PROCEEDINGS

          On or about February 11, 2006, we received a notice from the Government of the Republic of Moldova advising 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 was not sent timely under the applicable provisions of the Supply Agreement and we have contested such non-renewal notice.

          On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva, Switzerland against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) 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. The Moldova Defendants interposed counterclaims against Intercomsoft in amounts totaling $30 million. The counterclaims contain allegations of fraud and misrepresentation which the Moldovan Defendants claim occurred during the performance of the Supply Agreement. Management of the Company and Intercomsoft have denied any wrongdoing and are contesting the counterclaims.

          The Moldovan Defendants contested the action and objected to the ICC’s jurisdiction to hear the arbitration. Hearings were held before an ICC Arbitral Tribunal in Switzerland on the jurisdictional issue. By Final Award of the ICC dated July 30, 2008, and subsequently communicated to Intercomsoft by the ICC, the Arbital Tribunal constituted under the auspices of the ICC declined jurisdiction over the arbitration. In addition, the Final Award also assessed costs and fees against Intercomsoft in the amount of $635,000. The Final Award relates to costs and fees of the arbitration only and is not a determination on the merits of the action. On March 25, 2009 Intercomsoft filed a request in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal.

          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 (“Moldova Arbitration Court”), claiming that it is

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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. Intercomsoft has objected to the Jurisdiction of the Moldovan Arbitration Court. There have been no hearings in such arbitration.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          No matters were submitted during the fiscal year covered by this Annual Report to a vote of security holders, through the solicitation of proxies or otherwise.

          PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

          Our common stock is quoted and traded on a limited and sporadic basis on the Over the Counter Bulletin Board (“OTCBB”) under the trading symbol TMOL. The limited and sporadic trading does not constitute, nor should it be considered, an established public trading market for our common stock. The following table sets forth the high and low closing bid prices for our common stock for the periods indicated, as reported by the OTCBB. Such quotations reflect inter-dealer prices, without real mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. We had 414 stockholders of record as of December 31, 2008.

Year 2008	High		Low
Fourth Quarter	$	0.01	$	0.001
Third Quarter	$	0.001	$	0.002
Second Quarter	$	0.01	$	0.001
First Quarter	$	0.02	$	0.01
Year 2007	High		Low
Fourth Quarter	$	0.001	$	0.001
Third Quarter	$	0.01	$	0.001
Second Quarter	$	0.02	$	0.01
First Quarter	$	0.01	$	0.01

          We have not declared any cash dividends on our common stock for the last two fiscal years and do not anticipate declaring any in the near future. There are no restrictions that limit our ability to pay dividends, other than those generally imposed by applicable state law. The future payment of dividends, if any, on our common stock is within the sole discretion of the Board of Directors and will depend, in part, on our earnings, capital requirements, financial condition, and other relevant factors, as determined by the Board.

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          There was no issuance or sales of our securities during the last two years.

          During the fiscal year ended December 31, 2008, there were no options issued, exercised or cancelled pursuant to the 2001 Omnibus Plan, as amended.

          As of December 31, 2008, 3,870,000 options were issued and outstanding under the 2001 Omnibus Plan, as amended, and 3,000,000 options which were issued outside of such Plan were issued and outstanding. There were no options issued, exercised or cancelled during the year 2008.

ITEM 6. 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 operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

Results of Operations

General

          The Company did not engage in any business operations in the year 2007 that generated any revenue.

Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007

          During the year ended December 31, 2008 and December 31, 2007 we generated no revenue.

          Total expenses for the year ended December 31, 2008 were $1,652,000 which consisted of $662,000 from Intercomsoft and $990,000 of general corporate and administrative expenses and in 2007 were $1,267,000 which consisted of $34,000 from Intercomsoft and $1,233,000 of general corporate and administrative expenses. The reduction of general corporate and administrative expenses in 2008 resulted from reduced corporate overhead. The significant increase in expenses of Intercomsoft in year 2008 was the result of the assessment of costs and fees against Intercomsoft in the amount of $635,000 in connection with a legal action (See Legal Proceedings).

          We had a net loss from operations in 2008 of approximately $1,652,000 and approximately $1,267,000 for 2007.

Liquidity & Capital Resources

          We have no operastions that generate revenue, and have had no revenues since April 2006. With the expiration and non-renewal of Intercomsoft’s Supply Agreement in April 2006, our sole source of revenue ended. If the Supply Agreement is not continued, we will need to pursue future business opportunities in order to sustain continued operations.

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Forward Looking Statements

          Certain statements contained in this Annual Report, including, without limitation, statements containing the words “believes,” “anticipates,” “estimates,” “expects,” “projections,” and words of similar import, constitute “forward-looking statements.” You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks faced by us which are described in this Report and the other documents we file with the Securities and Exchange Commission (“SEC”).

Available Information

Reports Filed with the Securities and Exchange Commission

          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 Securities and Exchange Commission (the “SEC”).

          All reports filed by us with the SEC are available free of charge via EDGAR through the SEC web site at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the public reference facilities maintained by the SEC at its public reference room located at 100 F Street, N.E. Washington, D.C. 20549. We will also provide copies of such material to investors upon written request.

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

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ITEM 7 FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Trimol Group, Inc.

We have audited the accompanying consolidated balance sheets of Trimol Group, Inc. and subsidiary (the “Company”) as of December 31, 2008 and 2007 and the related consolidated statements of operations, changes in shareholders’ deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting, accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenue since April 2006 and, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $3,927,000. 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007 and the results of its operations and cash flows for each of the two years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

PARITZ & COMPANY, P.A.

Dated: March 23, 2009

Certified Public Accountants

Hackensack, New Jersey

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TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	DECEMBER 31,
	2008			2007
ASSETS
Current assets:
Cash	$	4,000		$	4,000
Total current assets		4,000			4,000
Property and equipment, net		—			27,000
TOTAL ASSETS	$	4,000		$	31,000
LIABILITIES
Current liabilities:
Related parties	$	2,735,000		$	2,158,000
Accrued expenses		1,196,000			548,000
TOTAL LIABILITIES		3,931,000			2,706,000
SHAREHOLDERS’ DEFICIENCY		(3,927,000	)		(2,675,000	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY	$	4,000		$	31,000

          The accompanying notes are an integral part of the financial statements.

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TRIMOL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	YEAR ENDED DECEMBER 31,
	2008			2007
REVENUES	$	—		$	—
OPERATING EXPENSES:
Legal action fees and expenses		635,000			—
General and administrative expenses		1,017,000			1,267,000
TOTAL OPERATING EXPENSES		1,652,000			1,267,000
NET LOSS	$	(1,652,000	)	$	(1,267,000	)
Net loss per share (Basic and Diluted)	$	(.02	)	$	(.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND DILUTED		90,433,866			100,472,328

          The accompanying notes are an integral part of the financial statements

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TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

	COMMON STOCK					ADDITIONAL
	SHARES					PAID-IN
	OUTSTANDING		AMOUNT			CAPITAL		DEFICIT			TOTAL
BALANCE – JANUARY 1, 2007	100,472,328		$	1,005,000		$	5,339,000	$	(7,752,000	)	$	(1,408,000	)
Net loss	—			—			—		(1,267,000	)		(1,267,000	)
BALANCE – DECEMBER 31, 2007	100,472,328			1,005,000			5,339.000		(9,019,000	)		(2,675,000	)
TERMINATION AGREEMENT WITH RELATED PARTY	(21,000,000	)		(210,000	)		610,000		—			400,000
NET LOSS	—			—			—		(1,652,000	)		(1,652,000	)
BALANCE – DECEMBER 31, 2008	79,472,328		$	795,000		$	5,949.000	$	(10,671,000	)	$	(3,927,000	)

          The accompanying notes are an integral part of the financial statements.

16

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEAR ENDED DECEMBER 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,652,000	)	$	(1,267,000	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Depreciation of property and equipment		27,000			34,000
Accrued expenses to related parties		438,000			438,000
CHANGES IN OPERATING ASSETS AND LIABILITIES
Accrued expenses		648,000			89,000
NET CASH USED IN OPERATING ACTIVITIES		(539,000	)		(706,000	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from related parties		539,000			697,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		539,000			697,000
DECREASE IN CASH		—			(9,000	)
CASH - BEGINNING OF YEAR		4,000			13,000
CASH - END OF YEAR	$	4,000		$	4,000

          The accompanying notes are an integral part of the financial statements.

17

TRIMOL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-ORGANIZATION AND OPERATIONS

Trimol Group, Inc. (the “Company”) was incorporated in 1953 in Delaware and 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. (See Note 5).

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 ceased development of this technology in 2003.

As more detailed in Note 5, the Company is pursuing certain legal action related to the operation of Intercomsoft and in 2008 and 2007 did not generate any revenue from business operations.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. However, the Company does not have any current operations that generate revenue and did not generate any revenue in year 2008 or in 2007. Further, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $3,927,000. 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.

NOTE 3-SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements of the Company includes the accounts of the Company and its wholly-owned subsidiary, Intercomsoft. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying value of an asset may not be recoverable. If an impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for financial reporting purposes

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on the straight-line method in amounts sufficient to amortize the cost of the related asset over its estimated useful life.

Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.

Revenue Recognition

Historically, revenue from Intercomsoft is recognized upon the quantity of product (number of computerized documents) produced during the period reported. However, Intercomsoft did not generate any revenue in year 2008 or in year 2007.

Income Taxes

The Company accounts for deferred income taxes using Statement of Financial Accounting Standards (“SFAS”) No. 109,Accounting for Income Taxes (“SFAS 109’). The statement requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their basis for financial reporting purposes. In addition, SFAS 109 requires the recognition of future tax benefits, such as net operating loss carryforwards. A valuation allowance related to deferred tax assets is recognized when, in management’s judgment, it is more likely than not that all, or a portion of such deferred assets, will not be realized.

Income (Loss) Per Share

Income (loss) per share of common stock has been computed on the basis of the weighted average number of shares of common stock outstanding. Diluted earnings per share are based on the weighted average number of shares and common stock equivalents outstanding. The Company had no common stock equivalents outstanding during the periods presented.

Comprehensive Income

The Company adopted the provisions of the SFAS No. 130,Reporting Comprehensive Income. Comprehensive income is defined as any change in equity from transactions and other events originating from non-owner sources, and is included as accumulated comprehensive income in the Statements of Changes in Shareholders’ Equity.

Fair Value of Financial Instruments

The carrying value of short-term financial instruments arising in the ordinary course of business approximates fair value because of the relatively short period of time between their origination and expected realization.

Recently Adopted Accounting Standards

We have adopted FASB issued SFAS No. 157 (“SFAS 157”) “Fair Value Measurements.” SFAS 157 enhances existing guidance for measuring assets and liabilities using fair value. Previously, guidance for applying fair value was incorporated in several accounting pronouncements. The statement provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities. While the statement does not add any new fair value measurements, it does change current practice. One such change is a requirement to adjust the value of nonvested stock for the effect of the restriction even if the restriction lapses within one year. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 did not have a material impact on the financial statements of the Company.

As of December 1, 2007, we adopted FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.This

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pronouncement permits entities to use the fair value method to measure certain financial assets and liabilities by electing an irrevocable option to use the fair value method at specified election dates. After election of the option, subsequent changes in fair value would result in the recognition of unrealized gains or losses as period costs during the period the change occurred. SFAS No. 159 becomes effective as of the beginning of the first fiscal year that begins after November 15, 2007, with early adoption permitted. However, entities may not retroactively apply the provisions of SFSS No. 159 to fiscal years preceding the date of adoption. The adoption of this statement did not have a material effect on the Company’s financial statements.

NOTE 4 – 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 at that time which is beneficially owned and controlled by the Company’s Chairman of the Board. The Termination Agreement terminated the Technology 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 December 31, 2008.

In addition, 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. The Amendment provides that in the event that the Company does not conclude any of such acquisitions by December 31, 2008, API has the right to reacquire the Company to reconvey such 21,000,000 shares to it for an aggregate purchase price of $1,000. A further Amendment No. 2 to the Termination Agreement dated as of September 24, 2008, extended the December 31, 2008 reconveyance date to September 23, 2009. Such transaction reduced the number of the 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 report.

NOTE 5 - 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 year ended December 31, 2008, nor did it have any source of revenue the year ended December 31, 2007.

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

On or about February 11, 2006, The Company received a notice from the Government of the Republic of Moldova advising 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 was not sent timely under the applicable provisions of the Supply Agreement and has contested such non-renewal notice.

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On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva, Switzerland against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) 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. The Moldova Defendants interposed counterclaims against Intercomsoft in amounts totaling $30 million. The counterclaims contain certain allegations of fraud and misrepresentation which the Moldovan Defendants claim occurred during the performance of the Supply Agreement. Management of the Company and Intercomsoft have denied any wrongdoing and are contesting the counterclaims.

The Moldovan Defendants contested the action and objected to the ICC’s jurisdiction to hear the arbitration. Hearings were held before an ICC Arbitral Tribunal in Switzerland on the jurisdictional issue. By Final Award of the ICC dated July 30, 2008, and subsequently communicated to Intercomsoft by the ICC, the Arbital Tribunal constituted under the auspices of the ICC declined jurisdiction over the arbitration. In addition, the Final Award also assessed costs and fees against Intercomsoft in the amount of $635,000. The Final Award relates to costs and fees of the arbitration only and is not a determination on the merits of the action. On March 25, 2009, Intercomsoft filed a request in the court of the first instance in Geneva Switzerland for the appointment of an arbitration tribunal.

In addition, the Moldova 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 (“Moldovan Arbitration Court”), 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. Intercomosoft has objected to the Jurisdiction of the Moldovan Arbitration Court. There have been no hearings in such arbitration.

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

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.

NOTE 6-SHAREHOLDERS’ EQUITY

The Company has authorized 130,000,000 shares of $0.01 par value common stock, of which 79,472,328 shares were issued and outstanding as of December 31, 2008 (See Note 4).

The Company has authorized 10,000 shares of $1.00 par value shares of Preferred Stock, none of which were issued and outstanding as of December 31, 2007.

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NOTE 7-RELATED PARTY TRANSACTIONS AND BALANCES

Transactions

	2008		2007
Compensation and related expenses to Chairman (1)	$	318,000	$	318,000
Cash advance from Royal HTM Group (2)		221,000		106,000
Cash advances in the form of direct payment of expenses by Royal HTM Group (2)		317,000		591,000
Business development services (2)		120,000		120,000
	$	976,000	$	1,135,000

(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 expenses, and as of May 30, 2008 is the Company’s majority shareholder.

Balances

Payables to related parties consist of the following:

	DECEMBER 31,
	2008		2007
Amount due to the Chairman and a company owned and controlled by such individual.	$	1,846,000	$	1,587,000
Accrued compensation due to the Chairman.		889,000		571,000
	$	2,735,000	$	2,158,000

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

NOTE 8-STOCK COMPENSATION PLANS

Pursuant to the Company’s 2001 Omnibus Plan, as amended, eligible persons, as defined therein, may be granted (a) stock options which may be designated as nonqualified stock options or incentive stock options, (b) stock appreciation rights, (c) restricted stock awards, (d) performance awards, or (e) other forms of stock-based incentive awards.

The maximum number of shares with respect to which the awards may be granted under the 2001

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Omnibus Plan, as amended, is 10,000,000 shares of common stock; provided, however, that such number of shares of common stock may also be subject to adjustment, from time to time, at the discretion of the Board of Directors of the Company. The Company has also issued options outside of the Omnibus Plan.

A summary of the Company’s option activity is as follows:

	Inside Plan		Outside Plan			Total
Balance – January 1, 2007		3,870,000		5,250,000			9,120,000
Granted		—		—			—
Exercised		—		—			—
Cancelled, year-end 2007		—		(2,250,000	)		(2,250,000	)
Balance – December 31, 2008 and 2007		3,870,000		3,000,000			6,870,000

The following table summarizes information regarding stock options outstanding at December 31, 2008:

Exercise Price Range	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Shares Exercisable
$ 0.01	6,870,000	1.1	0.01	6,870,000

NOTE 9-INCOME TAX

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:

	DECEMBER 31,
	2008			2007
Income tax (benefit) at statutory rate of 34%	$	(562,000	)	$	(450,000	)
Net operating loss carryforward (used) not utilized		562,000			450,000
	$	—		$	—

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Deferred tax assets and liabilities consist of:

	DECEMBER 31,
	2008			2007
Deferred tax assets (liabilities):
Amortization of intangibles	$	(4,470,000	)	$	(3,935,000	)
Net operating loss carryforward		3,358,000			2,796,000
Capital loss carryforward		2,706,000			2,706,000
		1,594,000			1,567,000
Valuation allowance (see Note 2)		(1,594,000	)		(1,567,000	)
	$	—		$	—

NOTE 10-SEGMENT INFORMATION

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

YEAR ENDED DECEMBER 31, 2008

	Intercomsoft			Corporate and Administrative			Total
Revenue	$	—		$	—		$	—
Operating expenses		662,000			990,000			1,652,000
Net income (loss)	$	(662,000	)	$	(990,000	)	$	(1,652,000	)
YEAR ENDED DECEMBER 31, 2007
	Intercomsoft			Corporate and Administrative			Total
Revenue	$	—		$	—		$	—
Operating expenses		(34,000	)		1,233,000			1,267,000
Net income (loss)	$	(34,000	)	$	(1,233,000	)	$	(1,267,000	)

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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

          None.

ITEM 8 A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

          As of the end of the period covered by this Annual 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 the Company’s 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 December 31, 2008, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

          There was no change in the Company’s 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 December 31, 2008 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

          Management of the Company 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 December 31, 2007, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)Internal Control – Intergrated 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.

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          A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s 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 the Company’s 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 Annual 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 Annual Report.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

          Our officers are elected by, and serve at the pleasure of, our Board of Directors. The names and ages of our directors and executive officers as of December 31, 2008, are set forth below. Our By-laws provide for not less than three and not more than fifteen directors.

NAME	AGE	POSITION WITH COMPANY
Boris Birshtein	62	Chairman of the Board of Directors
Yuri Benenson	55	Director; Chief Executive Officer
Walter J. Perchal	58	Director
Jack Braverman	40	Director; Chief Financial Officer

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Background of Executive Officers and Directors

          Boris Birshtein has served as our Chairman of the Board of Directors since January 1998. From 1994 to May 2006, Mr. Birshtein served as the Chairman of the Board of Directors of Banca Commercialia pe Actiuni “Export Import”, a former subsidiary of ours, and since 1997 he has been the Chairman of the Board and principal shareholder of Royal HTM Group, Inc., our majority shareholder as of May 30, 2008. Since 1999, Mr. Birshtein has served as the Chairman of Eontech Group Inc., of which he is the principal shareholder and of Aluminum-Power Inc. Since 1996 Mr. Birshtein has served as the Chairman of World Assets (Media) Inc. Mr. Birshtein holds PhDs in Philosophy and Economics.

          Yuri Benenson has served as a member of our Board of Directors and our Chief Executive Officer since May 2003. From 1997 to May 2006 Mr. Benenson served as a member of the Board of Directors of Banca Commerciala pe Actiuni “Export Import” Bank and since 1997 as Vice President of EXIM Asint, S.A., both of which are our former subsidiaries, and from January 2004 has served as a member of the management team of Intercomsoft Limited, our subsidiary. Mr. Benenson holds a masters degree in Finance and Economics from Vilnius State University.

          Jack Braverman has served as a member of our Board of Directors and our Chief Financial Officer since January 2004. Mr. Braverman has worked with Mr. Birshtein, his uncle and our Chairman of the Board, in a number of capacities since 1997, including his service as President of Eontech Group, Inc. from July 1999 to date, President of Royal HTM Group, Inc., our majority shareholder, from December 1997 to April 2001 and as Vice President and Chief Financial Officer of Royal HTM Group, Inc. from April 2001 to date, as well as serving as Vice President of Aluminum-Power Inc. since January 2001. Mr. Braverman holds a BA in Economics from the University of Western Ontario.

          Walter J. Perchal has served as member of our Board of Directors since February 2001. Since 1997, Mr. Perchal has served as the President and Chief Executive Officer of IC Inc., a consulting firm, which provides consulting services in North America, Europe and Asia. For the past 27 years, Mr. Perchal has served as an adjunct Professor at York University in Toronto, Canada.

Section 16(a) Beneficial Ownership Reporting Compliance

          We are not aware of any person who was a director, officer, or beneficial owner of more than ten percent (10%) of our common stock and who failed to file reports required by Section 16(a) of the Securities Exchange Act of 1934 in a timely manner.

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ITEM 10. EXECUTIVE COMPENSATION

          For the years ended December 31, 2008 and 2007, the following individuals received the following compensation for services rendered to us. See “Employment Agreements” for a description of compensation arrangements entered into by us with certain of our executive officers and directors.

Summary Compensation Table

		Annual Compensation						Long Term Compensation
								AWARDS
Name & Principal Position	Year	Salary ($)			Other Annual Compensation ($)			Securities Underlying Options/ SARs	All Other Compensation
Boris Birshtein	2008	$	276,570	(1)	$	72,144	(2)	—
Chairman of the Board	2007	$	276,570	(1)	$	72,162	(3)
Yuri Benenson	2008	$	—			84,300	(4)	—
Chief Executive Officer	2007	$	—			104,216	(4)
Jack Braverman	2008	$	90,000	(5)	$	21,216	(7)	—
Chief Financial Officer	2007	$	94,416	(6)	$	17,559	(7)

(1)	Such amount was accrued but not paid to Mr. Birshtein.
(2)	Such amount represents a monthly expense allowance $1,800 totaling $21,600 annually, all of which was accrued but not paid, and $50,544 for auto lease and insurance premiums paid on behalf of Mr. Birshtein
(3)	Such amount represents a monthly expense allowance $1,800 totaling $21,600 annually, all of which was accrued but not paid, and $50,562 for auto lease and insurance premiums paid on behalf of Mr. Birshtein
(4)	Such amount was paid by Royal HTM Group, Inc., on behalf of Trimol Group, Inc. to Galant International Investments Ltd, an entity in which Mr. Benenson is an officer.
(5)	Such amount was accrued but not paid to Mr. Braverman
(6)	Of such amount $25,116 was paid to Mr. Braverman and $69,300 was accrued and remains unpaid.
(7)	Such amounts represent auto lease and insurance premiums paid on behalf of Mr. Braverman.

Options/SAR Grants in Last Fiscal Year to Officers and Directors

          In 2008 there were no options granted pursuant to the 2001 Omnibus Plan, as amended and no outstanding options were exercised during 2008.

Compensation of Directors

          All of our outside Directors are entitled to receive an attendance fee of $2,000 for each meeting of the Board of Directors attended up to a maximum of $8,000 for any 12-month period. During the fiscal years ended December 31, 2008 and 2007, there were

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no such payments made to any outside Director.

Employment Agreements

          The employment agreement with Boris Birshtein, our Chairman of the Board of Directors, expired on December 31, 2003 and was not renewed. Thereafter, pursuant to a letter agreement dated March 10, 2004 between he and us, Mr. Birshtein agreed to continue to serve as our Chairman of the Board of Directors on a month-to-month basis on substantially the same terms as were provided for in his prior employment agreement including, among other things, a monthly consulting fee of $23,047 and a monthly expense allowance of $1,800. We were unable to make any payments to Mr. Birshtein in year 2008 or year 2007 and all of such amounts due to him have been accrued.

2001 Omnibus Plan, As Amended

          In January 2001, our Board of Directors adopted the 2001 Omnibus Plan, which became effective in February 2001 after stockholder approval. In June 2001, our Board of Directors approved a resolution to increase the maximum aggregate number of shares that may be issued under the 2001 Omnibus Plan. Thereafter, the stockholders approved the increase of the authorized number of shares issuable pursuant to the 2001 Omnibus Plan from 4,000,000 shares to 10,000,000 shares. This amendment became effective in August 2001.

Summary of 2001 Omnibus Plan, as amended

          Qualified directors, officers, employees, consultants and advisors of ours and our subsidiaries are eligible to receive (a) stock options (“Options”), which may be designated as nonqualified stock options (“NQSOs”) or incentive stock options (“ISOs”), (b) stock appreciation rights (“SARs”), (c) restricted stock awards (“Restricted Stock”), (d) performance awards (“Performance Awards”) or (e) other forms of stock-based incentive awards (collectively, the “Awards”). A director, officer, employee, consultant or advisor who has been granted an Option is referred to herein as an “Optionee” and a director, officer, employee, consultant or advisor who has been granted any other type of Award is referred to herein as a “Participant.”

          The Omnibus Committee administers the 2001 Omnibus Plan, as amended, and has full discretion and exclusive power to (a) select the directors, officers, employees, consultants and advisors who will participate in the 2001 Omnibus Plan, as amended, and grant Awards to such directors, officers, employees, consultants and advisors, (b) determine the time at which such Awards shall be granted and the terms and conditions with respect to such Awards to the extent not inconsistent with the provisions of the 2001 Omnibus Plan, as amended, and (c) resolve all questions relating to the administration of the 2001 Omnibus Plan, as amended. Members of the Omnibus Committee receive no compensation for their services in connection with the administration of the 2001 Omnibus Plan, as amended.

          The Omnibus Committee may grant NQSOs or ISOs that are evidenced by stock option agreements. A NQSO is a right to purchase a specific number of shares of common stock during such time as the Omnibus Committee may determine, not to

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exceed ten years, at a price determined by the Omnibus Committee that, unless deemed otherwise by the Omnibus Committee, is not less than the fair market value of the common stock on the date the NQSO is granted. An ISO is an Option that meets the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). No ISOs may be granted under the 2001 Omnibus Plan, as amended, to an employee who owns more than 10% of our outstanding voting stock (“Ten Percent Stockholder”) unless the option price is at least 110% of the fair market value of the common stock on the date of grant and the ISO is not exercisable more than five years after it is granted. In the case of an employee who is not a Ten Percent Stockholder, no ISO may be exercisable more than ten years after the date the ISO is granted and the exercise price of the ISO shall not be less than the fair market value of the common stock on the date the ISO is granted. Further, no employee may be granted ISOs that first become exercisable during a calendar year for the purchase of common stock with an aggregate fair market value (determined on the date of grant of each ISO) in excess of $100,000. An ISO (or any installment thereof) counts against the annual limitation only in the year it first becomes exercisable.

          The exercise price of the common stock subject to a NQSO or ISO may be paid in cash or, at the discretion of the Omnibus Committee, by a promissory note or by the tender of common stock owned by the Option holder or through a combination thereof. The Omnibus Committee may provide for the exercise of Options in installments and upon such terms, conditions and restrictions as it may determine.

          An SAR is a right granted to a Participant to receive, upon surrender of the right, but without payment, an amount payable in cash. The amount payable with respect to each SAR shall be based on the excess, if any, of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR, which will not be less than the fair market value of the common stock on the date the SAR is granted. In the case of an SAR granted in tandem with an ISO to an employee who is a Ten Percent Stockholder, the exercise price shall not be less than 110% of the fair market value of a share of common stock on the date the SAR is granted.

          Restricted Stock is common stock that is issued to a Participant at a price determined by the Omnibus Committee, which price per share may not be less than the par value of the common stock, and is subject to restrictions on transfer and/or such other restrictions on incidents of ownership as the Omnibus Committee may determine.

          A Performance Award granted under the 2001 Omnibus Plan, as amended (a) may be denominated or payable to the Participant in cash, common stock (including, without limitation, Restricted Stock), other securities or other Awards and (b) shall confer on the Participant the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Omnibus Committee shall establish. Subject to the terms of the 2001 Omnibus Plan, as amended, and any applicable Award agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Omnibus Committee.

          The Omnibus Committee may grant Awards under the 2001 Omnibus Plan, as amended, that provide the Participants with the right to purchase common stock or that are valued by reference to the fair market value of the common stock (including, but not

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limited to, phantom securities or dividend equivalents). Such Awards shall be in a form determined by the Omnibus Committee (and may include terms contingent upon a change of control of the Company); provided that such Awards shall not be inconsistent with the terms and purposes of the 2001 Omnibus Plan, as amended.

          The Omnibus Committee determines the price of each such Award and may accept any lawful consideration.

          The Omnibus Committee may at any time, amend, suspend or terminate the 2001 Omnibus Plan, as amended; provided, however, that (a) no change in any Awards previously granted may be made without the consent of the holder thereof and (b) no amendment (other than an amendment authorized to reflect any merger, consolidation, reorganization or the like to which we are a party or any reclassification, stock split, combination of shares or the like) may be made increasing the aggregate number of shares of the common stock with respect to which Awards may be granted or changing the class of persons eligible to receive Awards, without the approval of the holders of a majority of our outstanding voting shares.

          In the event a Change in Control (as defined in the 2001 Omnibus Plan, as amended) occurs, then, notwithstanding any provision of the 2001 Omnibus Plan, as amended, or of any provisions of any Award agreements entered into between any Optionee or Participant and us to the contrary, all Awards that have not expired and which are then held by any Optionee or Participant (or the person or persons to whom any deceased Optionee’s or Participant’s rights have been transferred) shall, as of the date of such Change of Control, become fully and immediately vested and exercisable and may be exercised for the remaining term of such Awards.

          If we became a party to any merger, consolidation, reorganization or the like, the Omnibus Committee has the power to substitute new Awards or have the Awards be assumed by another corporation. In the event of a reclassification, stock split, combination of shares or the like, the Omnibus Committee shall conclusively determine the appropriate adjustments.

          No Award granted under the 2001 Omnibus Plan, as amended, may be sold, pledged, assigned or transferred other than by will or the laws of descent and distribution, and except in the case of the death or disability of an Optionee or a Participant, Awards shall be exercisable during the lifetime of the Optionee or Participant only by that individual.

          No Awards may be granted under the 2001 Omnibus Plan, as amended, on or after January 2, 2011, but Awards granted prior to such date may be exercised in accordance with their terms.

          As of December 31, 2008, of the 10,000,000 shares of our common stock reserved for issuance under the 2001 Omnibus Plan, as amended, options to acquire 3,870,000 shares of our common stock were outstanding.

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

          The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be the beneficial owners of more than 5% of our common stock as of December 31, 2008, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

          Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with the Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the holders of such securities. Subject to community property laws, where applicable, the persons or entities named in the table below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

	As of December 31, 2008 (1)
NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER		PERCENT OF CLASS
Boris Birshtein 1285 Avenue of the Americas, 35th Floor New York, New York, 10019	56,922,000	(2)	66	%
Royal HTM Group 87 Scollard Street Toronto, Ontario M5R 1G4	48,275,000	(3)	56	%
Yuri Benenson 1285 Avenue of the Americas, 35th Floor New York, NY10019	1,000,000		1.16	%
Jack Braverman 1285 Avenue of the Americas, 35th Floor New York, NY 10019	1,500,000	(4)	1.74	%
Walter J. Perchal 1285 Avenue of the Americas, 35th Floor New York, New York, 10019	—		—
P.L.T. International, Inc 87 Scollard Street Toronto, Ontario M5R 1G4	8,225,000		9.5	%
All Executive Officers and Directors as a Group (4 persons) (5)	59,422,000		68.82	%

(1) Based on a total of 86,342,328 shares of common stock, which includes: (i) 79,472,328 shares of common stock issued and outstanding as of December 31, 2008; (ii) options to purchase 3,870,000 shares of our common stock granted pursuant to the 2001 Omnibus

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	Plan, as amended; and, (iii) options to purchase 3,000,000 shares of our common stock granted outside of the 2001 Omnibus Plan, as amended.
(2)	Represents 4,737,000 shares of our common stock owned directly by Mr. Birshtein; 3,910,000 shares of our common stock owned by Magnum Associates, Inc., of which Mr. Birshtein is the sole shareholder; and, 48,275,000 shares of our common stock owned by Royal HTM Group, of which Mr. Birshtein is an indirect owner.
(3)	Royal HTM Group is our majority shareholder. Mr. Birshetin, is an indirect owner of Royal HTM Group.
(4)	Consists of 1,000,000 shares of our common stock and an option granted on November 2, 2004, under our 2001 Omnibus Plan, as amended, to purchase up to 500,000 shares of our common stock. Such option has a term of five years and an exercise price of $0.01 per share.
(5)	Includes Messrs. Birshtein, Benenson, Braverman and Perchal.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          During each of 2008 and 2007, we accrued $276,000 in compensation and $21,600 in expenses due to Mr. Boris Birshtein related to his performance as the Chairman of the Board.

          During 2005 we engaged Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by our Chairman of the Board, to render certain business development services to us. During each of 2008 and 2007 we accrued $120,000 for such services. As of May 2008, Royal HTM Group became our majority shareholder.

          During 2008 Royal HTM Group lent us $221,000 to cover on-going operating expenses and advanced $317,000 on our behalf, and in 2007 lent us $106,000 to cover our operating expenses and advanced $591,000 on our behalf. As of December 31, 2008, we owe Royal HTM Group approximately $1,826,000. Such amount is non-interest bearing and is due on demand.

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Paritz & Company, P.A. (“Paritz”) serves as our principal accountant. In 2008, Paritz billed us $25,500 for audit and review fees and $3,250 for tax return preparation and related fees.

          Our Board of Directors approves the engagement of an accountant to render all audit and non-audit services prior to the engagement of the accountant based upon a proposal by the accountant of estimated fees and scope of the engagement. Our Board of Director’s has received the written disclosure and the letter from Paritz required by Independence Standards Board Standard No. 1, as currently in effect, and has discussed with Paritz their independence.

ITEM 14. EXHIBITS

          The exhibits listed below are filed as part of this Annual Report.

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Exhibit	Document
3.1	Articles of Incorporation (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 000-28144).
3.2	By-laws (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 28144).
4	January 24, 2001 Definitive Information Statement filed with the Securities and Exchange Commission (incorporated herein by reference).
4.1	July 19, 2001 Information Statement filed with the Securities and Exchange Commission (incorporated herein by reference).
10.1	January 11, 2001 Technology Acquisition Agreement between Trimol Group, Inc. and Aluminum-Power Inc. (incorporated herein by reference to the Definitive Information Statement filed with the Securities and Exchange Commission).
10.2	January 11, 2001 License Agreement between Trimol Group, Inc. and Aluminum-Power Inc. (incorporated herein by reference to the Definitive Information Statement filed with the Securities and Exchange Commission).
10.3	July 1, 2001 Research & Development Agreement between Aluminum-Power Inc. and Trimol Group, Inc. (incorporated herein by reference to Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 2001).
10.4	March 24, 2005 Termination Agreement between Intercomsoft Limited and Supercom Limited (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on March 28, 2005).
10.5	May 31, 2008 Termination Agreement by and between Trimol Group, Inc. and Aluminum Power, Inc. (filed as an exhibit to Current Report Form 8-K as filed with the Securities and Exchange Commission on June 3, 2008 and incorporated herein by reference thereto).
10.6	July 9, 2008 Amendment No. 1 To Termination Agreement by and between Trimol Group, Inc. and Aluminum Power Inc. (filed as an exhibit to Current Report Form 8-K as filed with the Securities and Exchange Commission on July 16, 2008 and incorporated herein by reference thereto).
21	Subsidiary of the Registrant.

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23	Consent of Paritz & Company, P.A.
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.

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SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 15^th day of April, 2009.

TRIMOL GROUP, INC.
By:	/s/ Yuri Benenson
Name:	Yuri Benenson
Title:	Chief Executive Officer and Director
By:	/s/ Jack Braverman
Name:	Jack Braverman
Title:	Chief Financial Officer and Director

          In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Boris Birshtein	Date: April 15, 2009
Name:	Boris Birshtein
Title:	Chairman of the Board and Director
By:	/s/ Yuri Benenson	Date: April 15, 2009
Name	Yuri Benenson
Titles:	Chief Executive Officer and Director
By:	/s/ Jack Braverman	Date: April 15, 2009
Name:	Jack Braverman
Title:	Chief Financial Officer and Director
By:	/s/ Walter Perchal	Date: April 15, 2009
Name:	Walter Perchal
Title:	Director

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