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

FORM 10-QSB

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

September 30, 2007

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, 35 th Floor
New York, New York 10019


(Address of principal executive offices)

 

212. 554.4394


(Issuer’s Telephone Number)

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

As of September 30, 2007, there were 100,472,328 issued and outstanding shares of the registrant’s common stock.

Transitional Small Business Disclosure Format (Check one): o Yes      x No

Accelerated filer as defined in Rule 12b-2 of the Securities Act of 1934: o Yes      x No




TRIMOL GROUP, INC.

FORM 10-QSB QUARTERLY REPORT

For the period ended September 30, 2007

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.

 

CONTROLS AND PROCEDURES

 

16

 

 

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1.

 

LEGAL PROCEEDINGS

 

17

 

 

 

 

 

ITEM 2.

 

CHANGES IN SECURITIES

 

17

 

 

 

 

 

ITEM 3.

 

DEFAULTS UPON SENIOR SECURITIES

 

18

 

 

 

 

 

ITEM 4.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

18

 

 

 

 

 

ITEM 5.

 

OTHER INFORMATION

 

18

 

 

 

 

 

ITEM 6.

 

EXHIBITS AND REPORTS ON FORM 8-K

 

18

 

 

 

 

 

SIGNATURES

 

20

2



PART I - FINANCIAL INFORMATION

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2007

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 September 30, 2007 and the related consolidated statements of operations and cash flows for the nine and three month periods ended September 30, 2007 and 2006. 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 2 to the financial statements, the Company’s only customer has notified the Company that it does not intend to renew its contract that expired April 29, 2006. In addition, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $2,331,000. These circumstances 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.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Trimol Group, Inc. and subsidiary as of December 31, 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated April 4, 2007, we expressed a qualified opinion, as to the ability of the Company to continue as a going concern, on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2006, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

 

 

PARITZ & COMPANY, P.A.

 

Hackensack, New Jersey

 

 

 

Date:    November 9, 2007

4



 

TRIMOL GROUP, INC.

 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

 






 

 

 

 

 

 

 

 

 

September 30, 2007
(Unaudited)

 

December 31, 2006
(Audited)

 






 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

$

4,000

 

 

 

$

13,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

 

 

4,000

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

 

37,000

 

 

 

 

61,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

$

41,000

 

 

 

$

74,000

 

 

 

 

 



 

 

 



 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

$

1,855,000

 

 

 

$

1,023,000

 

 

Accrued expenses

 

 

 

517,000

 

 

 

 

459,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

 

2,372,000

 

 

 

 

1,482,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIENCY

 

 

 

(2,331,000

)

 

 

 

(1,408,000

)

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

 

 

$

41,000

 

 

 

$

74,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 












 

The accompanying notes are an integral part of the financial statements

5



 

TRIMOL GROUP, INC.

 

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED

 

THREE MONTHS ENDED

 

 

 

SEPTEMBER 30,
2007

 

SEPTEMBER 30,
2006

 

SEPTEMBER 30,
2007

 

SEPTEMBER 30,
2006

 










 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

$

 

 

 

$

2,211,000

 

 

 

$

 

 

 

$

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

 

 

 

 

593,000

 

 

 

 

 

 

 

 

 

 

Marketing and promotion

 

 

 

 

 

 

 

1,003,000

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

923,000

 

 

 

 

1,106,000

 

 

 

 

399,000

 

 

 

 

215,000

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

 

923,000

 

 

 

 

2,702,000

 

 

 

 

399,000

 

 

 

 

215,000

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

$

(923,000

)

 

 

$

(491,000

)

 

 

$

(399,000

)

 

 

$

(215,000

)

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share (basic and diluted)

 

 

 

(.009

)

 

 

 

(.005

)

 

 

 

(.004

)

 

 

 

(.002

)

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

 

 

 

 

 

 

 








 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

(923,000

)

 

 

$

(491,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

 

24,000

 

 

 

 

17,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CHANGES IN ASSETS AND LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

 

 

(925,000

)

 

Prepaid expenses

 

 

 

 

 

 

 

(267,000

)

 

Accrued expenses

 

 

 

58,000

 

 

 

 

1,078,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH USED INOPERATING ACTIVITIES

 

 

 

(841,000

)

 

 

 

(588,000

)

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

 

 

832,000

 

 

 

 

578,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

832,000

 

 

 

 

578,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

DECREASE IN CASH

 

 

 

(9,000

)

 

 

 

(10,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH – BEGINNING OF PERIOD

 

 

 

13,000

 

 

 

 

14,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH – END OF PERIOD

 

 

$

4,000

 

 

 

$

4,000

 

 

 

 

 



 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 












 

The accompanying notes are an integral part of the financial statements

7



TRIMOL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements of Trimol Group, Inc. (the “Company”) as of September 30, 2007 and for the nine and three month periods ended September 30, 2007 and 2006 included herein have been prepared on the same basis as those of the Annual Report on Form 10-KSB for the year ended December 31, 2006. In the opinion of management, all adjustments (consisting only of those which are normal and recurring) necessary for a fair presentation have been included.

The results of operations for interim periods are not necessarily indicative of the results to be expected for a full fiscal year.

Certain financial information that is normally included in annual financial statements prepared in accordance with generally accepted accounting principles, but is not required for interim reporting purposes, has been condensed or omitted.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006.

NOTE 2 – OPERATIONS

The Company owns all of the outstanding shares of Intercomsoft Limited (“Intercomsoft”) a company engaged in the operation of a computerized photo identification and database management system utilized in the production of a variety of secure essential government identification documents such as passports, driver’s licenses, national identification documents and other such forms of essential personal identification.

Intercomsoft’s only customer is the Government of the Republic of Moldova, pursuant to a renewable Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) awarded to it in April 1996 by the Ministry of Economics, Republic of Moldova, to provide a National Register of Population and a National Passport System. Under the terms of the Supply Agreement, Intercomsoft supplies all of the equipment, technology, software, materials and consumables utilized by the Government for the production of all national passports, drivers’ licenses, vehicle permits, identification cards and other government authorized identification documents in the Republic of Moldova.

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

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 $41,000,000 for breach of contract and an injunction prohibiting Moldova from producing further essential government

8



documents in accordance with the terms of the Supply Agreement. As a consequence of discussions with counsel to the defendants in this action, the Company withdrew the action in August 2006, without prejudice.

On September 20, 2006, Intercomsoft filed a Demand for Arbitration (the “Demand”) with the International Chamber of Commerce, International Court of Arbitration, in Geneva, Switzerland. The Demand repeats and incorporates the claims that were set forth in the Complaint in the withdrawn prior action noted above.

The action has not progressed beyond the pleading stage. The Republic of Moldova and other respondents have interposed a counterclaim against Intercomsoft in amounts totaling $30,000,000. The counterclaims contain allegations of fraud and misrepresentation occurring during the performance of the Supply Agreement. The Company denies any wrongdoing, vigorously contests the counterclaims and has replied with opposition to them in the arbitration.

Inasmuch as the Company’s only revenues are derived from Intercomsoft’s activities under the Supply Agreement, if the Supply Agreement is not renewed or extended, the Company will have no source of revenues as a consequence of the expiration of such Agreement. Such event will have a material adverse effect on Intercomsoft and the Company.

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

Subsequent to the expiration and non-renewal of the Supply Agreement, which the Company is contesting, the Company has not generated any revenue.

NOTE 3 - RISKS AND UNCERTAINTIES

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

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

The Company’s wholly owned subsidiary, Intercomsoft Limited, operates in the Republic of Moldova. The Republic of Moldova is a former member of the Soviet Union and has historically had an 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’s sole revenue source for the years ended December 31, 2006 and 2005 was from Intercomsoft whose only customer is the Republic of Moldova’s Ministry of Economics to which it supplies 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 no current source of revenue as a consequence of the non-renewal of such Agreement. Although the Company has contested Moldova’s notice of non-renewal of the Supply Agreement, there can be no assurance as to the outcome of such dispute. If the

9



Government of the Republic of Moldova does not recognize the renewal of the Supply Agreement, such event will have a material adverse effect on Intercomsoft and the Company.

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

On June 27, 2006, the Company and Intercomsoft commenced an action in the United States District Court for the Southern District of New York against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova seeking damages of approximately $41,000,000 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. The action was withdrawn in August 2006, without prejudice. On September 20, 2006, Intercomsoft filed a Demand for Arbitration with the International Chamber of Commerce, International Court of Arbitration, in Geneva, Switzerland. The Demand repeats and incorporates the claims that were set forth in the Complaint in the withdrawn prior action noted above.

The action has not yet progressed beyond the pleading stage. The Republic of Moldova and the other respondents have interposed counterclaims against the Company and Intercomsoft in amounts totaling $30,000,000. The counterclaims contain allegations of fraud and misrepresentation claimed to have occurred during the performance of the Supply Agreement. The Company and Intercomsoft deny any wrongdoing, are vigorously contesting the counterclaims and have replied with opposition to such counterclaims in the arbitration.

Among the Company’s claims against Moldova is a claim for non-payment for all of the essential government documents produced under the Supply Agreement during the four month period commencing January 2006 and ending in April 2006. Based, in part, upon records issued by Moldova, the Company believes the uncollected amount due for this period for services rendered, together with contractually agreed upon interest for late payments, is in excess of $2,500,000, which amount is not included in the accompanying financial statement. Such amount is the subject of a legal action as more detailed in Note 2. The Company is still pursuing such amount and believes it to be a legally valid receivable.

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

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 is 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.

10



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

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

The Company has no current business activities that generate revenue.

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

NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES

Boris Birshtein serves as the Company’s Chairman of the Board of Directors (the “Chairman”) on a month-to-month basis. During the three and nine months ended September 30, 2007, the Company accrued $69,000 and $207,000 ($23,000 per month), respectively, in compensation due to him and accrued $5,400 and $16,200 ($1,800 per month), respectively, in expenses related to his performance as the Chairman.

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. During the three and nine months ended September 30, 2007 the Company accrued $30,000 and $90,000 ($10,000 per month), respectively, to Royal HTM Group for such services.

During the three and nine months ended September 30, 2007 Royal HTM Group lent the Company $247,000 and $519,000, respectively, to cover operating expenses for the period then ended.

Payables to related parties consist of the following:

 

 

 

 

 

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

 

$

1,394,000

 

 

 

 

 

 

Accrued compensation due to the Chairman.

 

 

461,000

 

 

 



 

 

 

$

1,855,000

 

 

 



 



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

NOTE 5 - STOCK COMPENSATION PLANS

During the three and nine months ended September 30, 2007, the Company did not issue any options to purchase its common stock. As of September 30, 2007, the total options outstanding were 7,620,000, of which 3,870,000 were issued pursuant to the 2001 Omnibus Plan, as amended.

NOTE 6 - SEGMENT INFORMATION

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

11



 

 

 

 

 

 

 

 

 

 

 

 

 

Intercomsoft

 

Corporate and
Administrative

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED SEPTEMBER 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

$

 

 

 

$

 

 

$

 

Operating expenses

 

 

 

24,000

 

 

 

 

899,000

 

 

 

923,000

 

 

 

 



 

 

 



 

 



 

Net income (loss)

 

 

$

(24,000

)

 

 

$

(899,000

)

 

$

(923,000

)

 

 

 



 

 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NINE MONTHS ENDED SEPTEMBER 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

$

2,211,000

 

 

 

$

 

 

$

2,211,000

 

Operating expenses

 

 

 

1,650,000

 

 

 

 

1,052,000

 

 

 

2,702,000

 

 

 

 



 

 

 



 

 



 

Net income (loss)

 

 

$

561,000

 

 

 

$

(1,052,000

)

 

$

(491,000

)

 

 

 



 

 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED SEPTEMBER 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

$

 

 

 

$

 

 

$

 

Operating expenses

 

 

 

8,000

 

 

 

 

391,000

 

 

 

399,000

 

 

 

 



 

 

 



 

 



 

Net income (loss)

 

 

$

(8,000

)

 

 

$

(391,000

)

 

$

(399,000

)

 

 

 



 

 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED SEPTEMBER 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

$

 

 

 

$

 

 

$

 

Operating expenses

 

 

 

 

 

 

 

215,000

 

 

 

215,000

 

 

 

 



 

 

 



 

 



 

Net income (loss)

 

 

$

 

 

 

$

(215,000

)

 

$

(215,000

)

 

 

 



 

 

 



 

 



 

12



 

 

I TEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

 

CONDITION AND RESULTS OF OPERATION

The following management’s discussion and analysis of financial condition and results of operation should be read in conjunction with our unaudited consolidated financial statements and notes thereto contained elsewhere in this report.

PLAN OF OPERATION

General

          Intercomsoft, Ltd. (“Intercomsoft”) is a wholly owned subsidiary acquired by us in the second quarter of 1998. A technology-intensive company, Intercomsoft was 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 is interested in developing other opportunities, Intercomsoft’s only customer since 1996 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”).

          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.

          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 .

          Currently, although as are exploring various opportunities, other than activities related to the Supply Agreement, we are not engaged in any other business operations at this time.

RESULTS OF OPERATIONS

General

          During the three and nine month period ended September 30, 2007, our operations consisted solely of administrative activities and those related to pursuing the breach of contract claims against the Republic of Moldova as more fully described in Part II Item 1 herein. The operations of Intercomsoft were inactive during this period.

13



Comparison of Three Month Period Ended September 30, 2007 to September 30, 2006

          During the three months ended September 30, 2007, we generated no revenues and similarly generated no revenues in the same periods in 2006. 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 September 30, 2007, were approximately $399,999, which consisted of $8,000 of Intercomsoft expenses consisting of machinery and equipment depreciation, and $391,000 of which were general corporate and administrative expenses. For the same period in 2006, general and administrative expenses aggregated approximately $215,000 all of which were general and corporate administrative expenses, none of which were Intercomsoft expenses. General corporate and administrative expenses increased in the three months ended September 30, 2007 compared to the same period in 2006 due, in most part, to fees and expenses related to the on-going legal actions of the contested non-renewal of the Supply Agreement on April 29, 2006.

          There were no public relations, marketing and advertising expenses for the three months ended September 30, 2007 or 2006. All marketing efforts were suspended in mid-2006 due to the unavailability of funds resulting from the expiration and contested non-renewal of the Supply Agreement.

          We had a net loss from operations of approximately $399,999 for the three month period ended September 30, 2007, as compared to a net loss of approximately $215,000 for the same period in 2006, which resulted from all of the reasons set forth above.

Comparison of Nine Month Period Ended September 30, 2007 to September 30, 2006

          During the nine months ended September 30, 2007, we generated no revenues as compared to $2,211,000 in the same period in 2006, all of which resulted from Intercomsoft’s production of government documents in the Republic of Moldova. The lack of revenue in the comparative period in 2007 was the result of the contested non-renewal of the Supply Agreement on April 29, 2006.

          During the nine months ended September 30, 2007, there were no costs associated with generating revenues, as compared to $593,000, or 26% of revenues, for the same period in 2006.

          General and administrative expenses for the nine months ended September 30, 2007, were approximately $923,000, which consisted of $24,000 of Intercomsoft expenses consisting of machinery and equipment depreciation, and $899,000 of which were general corporate and administrative expenses. For the same period in 2006, general and administrative expenses aggregated approximately $1,106,000, which consisted of $54,000 of Intercomsoft expenses and $1,052,000 of general corporate

14



and administrative expenses. General corporate and administrative expenses decreased in the nine months ended September 30, 2007 compared to the same period in 2006 due to corporate overhead cutbacks resulting from the contested non-renewal of the Supply Agreement on April 29, 2006.

          There were no public relations, marketing and advertising expenses for the nine months ended September 30, 2007, compared to $1,003,000 in the same period in 2006. All of such expenses in the comparative period related to efforts to expand the use of Intercomsoft’s services. All marketing efforts were suspended in mid-2006 due to the unavailability of funds resulting from the expiration and contested non-renewal of the Supply Agreement.

          We had a net loss from operations of approximately $923,000 for the nine month period ended September 30, 2007, as compared to a net loss of approximately $491,000 for the same period in 2006, which resulted from all of the reasons set forth above.

Liquidity & Capital Resources

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

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

          This Quarterly Report on Form 10-QSB contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Although we believe that the assumptions underlying all forward looking statements are reasonable, any assumptions could be inaccurate, and therefore, there can be no assurance that these statements will prove to be accurate. In light of these uncertainties inherent in forward-looking statements, the inclusion of such information should not be regarded as a representation by us, or anyone affiliated with us, that our objectives and plans will be achieved.

AVAILABLE INFORMATION

          We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports,

15



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.

 

 

I TEM 3.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by us our 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.

The material weakness identified by management consisted of inadequate staffing and supervision within our bookkeeping and accounting operations. 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. However, as there has been no instance in which we have failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, management 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.

Accordingly, based on their evaluation of our disclosure controls and procedures as of September 30, 2007, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of that date, our controls and procedures were 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 three

16



and nine month period ended September 30, 2007 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

P ART II - OTHER INFORMATION

 

 

I TEM 1.

LEGAL PROCEEDINGS

          On June 22, 2006, together with Intercomosoft, our wholly owned subsidiary, 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 Republic of Moldova seeking damages and injunctive relief for various specified breaches of the Contract on Leasing Equipment and Licensing Technology dated April 29, 1996, as amended, between the Ministry of Economics of the Republic of Moldova and Intercomsoft (the “Supply Agreement”). The action seeks damages against the defendants in the aggregate amount of approximately $41,000,000 as a consequence of such breaches, as well as injunctive relief against the defendants for continuing to utilize the equipment and technology licensed to defendants under the Supply Agreement or for otherwise engaging in activities competitive with us for the period specified in the applicable provisions of the Supply Agreement. As a consequence of discussions with counsel to the defendants in such action, on August 18, 2006, we withdrew such action, without prejudice.

          On September 20, 2006, Intercomsoft filed a Demand for Arbitration with the International Chamber of Commerce, International Court of Arbitration, in Geneva, Switzerland. The Demand repeats and incorporates the claims that were set forth in the Complaint in the withdrawn prior action noted above.

          The action has not yet progressed beyond procedural stages. The Republic of Moldova and the other respondents have interposed counterclaims against us and Intercomsoft in amount totaling $30,000,000. The counterclaims contain allegations of fraud and misrepresentation which the respondents claim occurred during the performance of the Supply Agreement. Together with Intercomsoft, we have denied any wrongdoing, are vigorously contesting the counterclaims and have replied with opposition to such counterclaims in the arbitration.

          In addition, in April 2007, the Republic of Moldova and other respondents commenced an arbitral proceeding in the Republic of Moldova that alleges similar claims as in the counterclaims noted above. Together with Intercomsoft, we are contesting the viability of this proceeding.

          There can be no assurance as to the outcome of the above noted proceedings.

 

 

I TEM 2.

CHANGES IN SECURITIES

          There were no options to purchase shares of our common stock issued or

17



exercised during the three or nine month period ended September 30, 2007. However, there were options for the purchase of 500,000 shares of our common cancelled during such three month period. As of September 30, 2007, the total number of shares of our common stock reserved for issuance under options outstanding was 7,620,000, of which options to purchase 3,870,000 shares were issued pursuant to our 2001 Omnibus Plan, as amended.

 

 

I TEM 3.

DEFAULTS UPON SENIOR SECURITIES

          None.

 

 

I TEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

 

 

I TEM 5.

OTHER INFORMATION

          During the three and nine month period ended September 30, 2007, we accrued an aggregate of $69,000 and $207,000 respectively, ($23,000 per month) in compensation and $5,400 and $16,200 respectively, ($1,800 per month) in expenses due to Boris Birshtein related to his performance as our Chairman of the Board.

          During the three and nine month period ended September 30, 2007 we borrowed an aggregate of $247,196 and $519,196 respectively, 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. The significant increase in funds borrowed during the three month period ended September 30, 2007 related to $150,000 advanced on our behalf for the legal proceedings described in Item 1 above. Such amounts are non-interest bearing and are due on demand.

          During 2005 we engaged Royal HTM Group, Inc. to render certain business development services to us. During the three and nine month period ended September 30, 2007 we accrued an aggregate of $30,000 and $90,000 respectively, ($10,000 per month) for consulting fees due to Royal HTM Group, Inc. for such services. Such amounts are non-interest bearing and are due on demand.

 

 

I TEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

          The exhibits listed below are filed as part of this Quarterly Report for the period ended September 30, 2007.

18



 

 

Exhibit No.

Document


 

 

 

 

31.1

Chief Executive Officer Certification

 

 

 

 

31.2

Chief Financial Officer Certification

 

 

 

 

32.1

Chief Executive Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32.2

Chief Financial Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          There were no Current Reports on Form 8-K filed with the Securities and Exchange Commission for the three or nine month period ended September 30, 2007.

19



S IGNATURES

          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: November 14, 2007

 

By: /s/ Yuri Benenson

 

 

 


 

 

 

Name: Yuri Benenson

 

 

 

Title: Chief Executive Officer

 

 

 

 

 

 

By: /s/ Jack Braverman

 

 

 


 

 

 

Name: Jack Braverman

 

 

 

Title: Chief Financial Officer

 

20


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