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, 2014
Commission file number: 000-26971
| TRIMOL GROUP, INC. |
| (Name of Registrant as specified in its charter) |
| DELAWARE |
13-3859706 |
| (State of Incorporation) |
(IRS EMPLOYER ID NO.) |
| 1221 AVENUE OF THE AMERICAS, SUITE 4200, NEW YORK, NY, 10020 |
| (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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ¨
No þ
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. Yesþ
No ¨
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. ¨
Registrant’s revenues for fiscal year
ended December 31, 2014 were $0.
The aggregate market value of the
voting common equity held by non-affiliates of the Registrant was approximately $160,000 as of June 30, 2014, which is the
last business day of the Registrant’s most recently completed second fiscal quarter, computed on the basis of a closing
price of $0.008 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.
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large
accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company þ
Indicate
by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes o
No þ
Transitional
Small Business Disclosure Format (check one): Yes þ
No ¨
The number of shares outstanding of the Registrant’s
common stock, as of July 14, 2015 was 100,472,328.
TABLE OF CONTENTS
Trimol Group Inc.
Annual Report on Form 10-K
Year Ended December 31, 2014
PART I
| ITEM 1. | DESCRIPTION OF BUSINESS |
Description of the Company
Trimol Group Inc. (OTCBB:
TMOL) is a Delaware corporation. Although we are seeking business opportunities, as of December 31, 2014, and for the past eight
years, we have not had any business operations that generated revenue.
Intercomsoft Limited (“Intercomsoft”)
is our wholly owned subsidiary. Although its does not currently have any business operations, through April 2006, 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, Intercomsoft provided Moldova with a National Register of Population and a National
Passport System. 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. Moldova
has asserted that the Supply Agreement expired by its terms on April 29, 2006 and was not renewed. The non-renewal of the Supply
Agreement has been disputed by Intercomsoft and is the subject of two pending legal actions. (See Item 3 - Legal Proceedings).
As used in this report,
unless otherwise required by the context, Trimol Group, Inc. and its subsidiary are sometimes collectively referred to as the "Company"
or "Trimol Group", or are implicit in the terms "we", "us" and "our".
Our Employees
We currently do not have any full time employees.
Our Chief Executive Officer and our Chief Financial Officer provide their services to us on a part-time basis.
Transfer Agent
The transfer agent and registrar for our common
stock is Interstate Transfer Company, 1571 Roycroft Place, Suite C, Salt Lake City, Utah 84121.
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 occur and 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 further 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.
Risks Related to Our Current Financial
Condition
We have no current source of revenue.
We did not generate any
revenue for the year ended December 31, 2014 nor did we generate any revenue in the year ended December 31, 2013, and we have not
generated any revenue since 2006.
We have 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.
Our liabilities significantly exceed our
assets.
As of December 31, 2014 our liabilities exceeded
our assets by approximately $7,411,000. This factor, among others, raises substantial doubt about our ability to continue as a
going concern.
The loss of our executive officers or key
personnel would adversely affect our business.
While we continue to seek
business opportunities, we have limited operations that consist mainly of administrative and shareholder related activities. Our
ability to restructure the business will be dependent on the services of our executive officers and certain key individuals. If
we are unable to compensate our existing or future executives we will likely lack the required leadership to restructure our business.
Our independent registered public accounting
firm has expressed doubt about our ability to continue as a going concern.
Our financial statements
as of December 31, 2014, have been prepared under the assumption that we will continue as a going concern for the next twelve months.
Our independent registered public accounting firm has issued a report on these financial statements that includes a paragraph referring
to the fact that we have not generated any revenues, have a stockholders’ deficiency and expressing substantial doubt as
to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things,
our ability to obtain additional equity financing or other capital and, ultimately, to generate revenue and become profitable.
Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks Related to our Wholly Owned Subsidiary
Intercomsoft Limited (“Intercomsoft”)
Intercomsoft has no operations.
Intercomsoft has had no
operations since 2006 and does not contemplate engaging in any future business activities
Intercomsoft (and the Company) is the party
to two legal actions.
Intercomsoft is a party
in two pending legal actions (as more fully described in Item 3 - Legal Proceedings). Such legal actions have been ongoing for
many years and there can be no assurance as to the outcome of either action.
Intercomsoft operated in the Republic of
Moldova.
Intercomsoft formerly operated
in the Republic of Moldova, a country with a historically uncertain economic and political climate. This may have a material adverse
impact on our ability to collect on a judgment, if any, that may result from the aforementioned pending legal actions which are
more fully detailed in Item 3 – Legal Proceedings.
Risks Related to our Securities and Capital
Structure
We are not in compliance with rules requiring
the adoption of certain corporate governance measures. This may result in shareholders having limited protections 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 Securities and Exchange Commission (“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 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 shareholders meetings, quorum requirements for such meetings and the
rights of shareholders 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 shareholders 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 inaccurate.
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 contemplated future 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, 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 2014, the shares
of our common stock traded on the OTCBB at prices ranging from a low of $0.009 to a high of $0.01 per share. Comparatively, during
2013, the shares of our common stock traded at prices ranging from a low of $0.001 to a high of $0.05 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
twelve months has been limited, so investors may not be able to sell their shares 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 shares of our common stock or obtaining market quotations; |
| · | Market visibility for shares of our common
stock may be limited; and |
| · | Lack of visibility for shares of our common
stock may have a depressive effect on its market price. |
Penny stock regulations may impose certain
restrictions on marketability of our securities
The SEC 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 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 as to the purchase of such securities and receive the purchaser’s written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the SEC rules require the delivery,
prior to the transaction, of a risk disclosure document 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 SEC, 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 100,472,328 shares of our common stock issued and
outstanding as of December 31, 2014, all shares have been issued for more than six months and are eligible for sale in compliance
with Rule 144(k).
In general, pursuant to
Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month 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 1B | UNRESOLVED STAFF COMMENTS |
None
We maintain our office
at 1221 Avenue of the Americas, Suite 4200, New York, New York 10020, on a month-to-month tenancy.
In the normal course of
business, the Company may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty
and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings
which would have a material effect on the Company’s financial position, liquidity, or results of operations other than as
follows:
The Swiss Proceeding
In March 2009, Intercomsoft
commenced an action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection
with its claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the
“Moldovan Defendants”) seeking damages for breach of contract and an injunction to prohibit Moldova from further producing
essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification
documents, which Intercomsoft had produced from 1996-2006, pursuant to the terms of the ten year Supply Agreement (the “Swiss
Proceeding”). The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits
of its claims in such proceeding. Such action is pending and there can be no assurances as to its outcome.
The Moldovan Proceeding
In November 2010, the Moldovan
Defendants commenced an action before the courts of Moldova claiming that the Supply Agreement was properly terminated on April
29, 2006 and seeking reimbursement of certain legal costs (the “Moldovan Proceeding”). Intercomsoft asserted a counterclaim
seeking redress for various claims and damages for breach of the Supply Agreement, including interest and penalties which continue
to accrue pursuant to the terms of the Supply Agreement. In 2013, the Supreme Court of Moldova annulled the September 2012 judgement
of the Economic Appeal Court in favor of Intercomsoft and remanded the proceeding to a lower court for reconsideration. There can
be no assurance as to the outcome of this action.
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, 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.
| Quarter Ended | |
High | | |
Low | |
| | |
| | | |
| | |
| December 31, 2014 | |
$ | 0.015 | | |
$ | 0.009 | |
| September 30, 2014 | |
$ | 0.008 | | |
$ | 0.009 | |
| June 30 2014 | |
$ | 0.01 | | |
$ | 0.008 | |
| March 31, 2014 | |
$ | 0.01 | | |
$ | 0.008 | |
| Quarter Ended | |
High | | |
Low | |
| | |
| | | |
| | |
| December 31, 2013 | |
$ | 0.02 | | |
$ | 0.006 | |
| September 30, 2013 | |
$ | 0.02 | | |
$ | 0.004 | |
| June 30, 2013 | |
$ | 0.02 | | |
$ | 0.005 | |
| March 31, 2013 | |
$ | 0.05 | | |
$ | 0.001 | |
Holders of Record
At December 31, 2014, there
were 415 record holders of our common stock. The number of record holders was determined from the Company’s shareholder records
maintained by the Company’s transfer agent.
Dividends
There are no restrictions
that limit our ability to pay dividends, other than those generally imposed by applicable state law. 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. 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 establishing business activities and on our earnings, capital requirements, financial condition, and other relevant factors,
as determined by the Board.
Sale or Issuance of Securities
There were no issuances
or sales by us of our securities during year 2014 or 2013.
As of December 31, 2014,
there were no options issued and outstanding under the 2001 Omnibus Plan, as amended, nor were there any options outside of such
Plan issued and outstanding.
Submission of Matters to a Vote of the
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.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not required.
| ITEM 7. | 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
Although it is seeking
business opportunities, the Company did not engage in any business operations that generated revenue in year 2014 or 2013.
Comparison of Year Ended December 31,
2014 to Year Ended December 31, 2013
During the years ended
December 31, 2014 and December 31, 2013 we generated no revenue.
Total expenses for the
year ended December 31, 2014 were $182,000 and were $217,000 for the year ended December 31, 2013, all of which were general corporate
and administrative expenses. Such amounts include accrued compensation due to our officers in the amount of approximately $60,000
in each of years 2014 and 2013.
As a result of the foregoing,
we had a net loss from operations in 2014 of $182,000 and a net loss from operations of $217,000 in 2013.
Liquidity & Capital Resources
We have no operations that
generate revenue, and have had no operations that generate revenues since 2006. At December 31, 2014 our cash balance was approximately
$10,000 which is not sufficient to fund our operating expenses for the foreseeable future.
Since 2006, we have funded
our operating expenses from loans and advances provided by our Chairman of the Board and Royal HTM Group, Inc., our majority shareholder,
a company owned and controlled by the two members of our Board of Directors. We are dependent upon these loans and advances to
fund our future operating expenses. None of our officers, directors or shareholders are under any obligation to provide us with
any future loans or advances. However, if they do not loan or advance funds to us at a time when funds are necessary, we may be
forced to suspend our operations.
Our assets are nominal
and our liabilities currently exceed our assets by approximately $7,411,000. These circumstances, among others, raise substantial
doubt about our ability to continue operations.
We will need to establish
future business activities in order to sustain continued operations.
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
We are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith,
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements
and other information with the SEC.
All reports filed by us
with the SEC are available free of charge via 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.
| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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 its subsidiary (the “Company") as of December 31, 2014 and 2013 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 has a shareholder’s
deficiency of $7,411,000 at December 31, 2014. 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,
2014 and 2013 and the results of its operations and cash flows for each of the two years in the period ended December 31, 2014
in conformity with accounting principles generally accepted in the United States of America.
| /s/ Paritz & Company, P.A. |
| |
|
| Hackensack, New Jersey |
| Date: July 27, 2015 |
| TRIMOL GROUP, INC. |
| |
| CONSOLIDATED BALANCE SHEETS |
| | |
DECEMBER 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 10,000 | | |
$ | 12,000 | |
| Total current assets | |
| 10,000 | | |
| 12,000 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 10,000 | | |
$ | 12,000 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Related parties | |
$ | 6,565,000 | | |
$ | 6,405,000 | |
| Accrued expenses | |
| 856,000 | | |
| 836,000 | |
| | |
| | | |
| | |
| TOTAL CURRENT LIABILITIES AND LIABILITIES | |
| 7,421,000 | | |
| 7,241,000 | |
| | |
| | | |
| | |
| SHAREHOLDERS DEFICIENCY | |
| | | |
| | |
| Preferred Stock; $1.00 par value, 10,000 shares authorized, no shares issued and outstanding | |
| | | |
| | |
| Common Stock; $0.01 par value, 130,000,000 shares authorized 100,472,328 issued and outstanding at December 31, 2014 and December 31, 2013 | |
| 1,005,000 | | |
| 1,005,000 | |
| Additional Paid In Capital | |
| 5,739,000 | | |
| 5,739,000 | |
| Retained Earnings | |
| (14,155,000 | ) | |
| (13,973,000 | ) |
| TOTAL SHAREHOLDERS’ DEFICIENCY | |
| (7,411,000 | ) | |
| (7,229,000 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | |
$ | 10,000 | | |
$ | 12,000 | |
The accompanying notes are an integral part
of the financial statements.
| TRIMOL GROUP, INC. |
| |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| | |
YEAR ENDED DECEMBER 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| REVENUES | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| GENERAL AND ADMINISTRATIVE EXPENSES | |
| 182,000 | | |
| 217,000 | |
| | |
| | | |
| | |
| NET LOSS | |
$ | (182,000 | ) | |
$ | (217,000 | ) |
| | |
| | | |
| | |
| Net loss per share (Basic and Diluted) | |
$ | (.00 | ) | |
$ | (.00 | ) |
| | |
| | | |
| | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND DILUTED | |
| 100,472,328 | | |
| 100,472,328 | |
The accompanying notes are an integral part
of the financial statements
| TRIMOL GROUP, INC. |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY |
| | |
COMMON STOCK | | |
ADDITIONAL | | |
| | |
| |
| | |
SHARES | | |
| | |
PAID-IN | | |
| | |
| |
| | |
OUTSTANDING | | |
AMOUNT | | |
CAPITAL | | |
DEFICIT | | |
TOTAL | |
| | |
| | |
| | |
| | |
| | |
| |
| BALANCE - JANUARY 1, 2013 | |
| 100,472,328 | | |
$ | 1,005,000 | | |
$ | 5,739,000 | | |
$ | (13,756,000 | ) | |
$ | (7,012,000 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| NET LOSS | |
| - | | |
| - | | |
| - | | |
| (217,000 | ) | |
| (217,000 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE - DECEMBER 31, 2013 | |
| 100,472,328 | | |
| 1,005,000 | | |
| 5,739,000 | | |
| (13,973,000 | ) | |
| (7,229,000 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| NET LOSS | |
| - | | |
| - | | |
| - | | |
| (182,000 | ) | |
| (182,000 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| BALANCE - DECEMBER 31, 2014 | |
| 100,472,328 | | |
$ | 1,005,000 | | |
$ | 5,739,000 | | |
$ | (14,155,000 | ) | |
$ | (7,411,000 | ) |
The accompanying notes are an integral part of the financial statements
| TRIMOL GROUP, INC. |
| |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | |
YEAR ENDED DECEMBER 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net loss | |
$ | (182,000 | ) | |
$ | (217,000 | ) |
| ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES | |
| | | |
| | |
| Accrued expenses to related parties | |
| 60,000 | | |
| 60,000 | |
| CHANGES IN OPERATING ASSETS AND LIABILITIES | |
| | | |
| | |
| Accrued expenses | |
| 20,000 | | |
| 3,000 | |
| | |
| | | |
| | |
| NET CASH USED IN OPERATING ACTIVITIES | |
| (102,000 | ) | |
| (154,000 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from related parties | |
| 100,000 | | |
| 151,000 | |
| | |
| | | |
| | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 100,000 | | |
| 151,000 | |
| | |
| | | |
| | |
| (DECREASE) IN CASH | |
| (2,000 | ) | |
| (3,000 | ) |
| | |
| | | |
| | |
| CASH - BEGINNING OF YEAR | |
| 12,000 | | |
| 15,000 | |
| | |
| | | |
| | |
| CASH - END OF YEAR | |
$ | 10,000 | | |
$ | 12,000 | |
The accompanying notes are an integral part of the financial statements.
| TRIMOL GROUP, INC. |
| |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTE 1 – DESCRIPTION OF BUSINESS
Trimol Group, Inc. (the “Company”)
was incorporated in 1953 in Delaware. Although the Company is seeking business opportunities, as of December 31, 2014, and for
the past eight years, it did not have any operations other than administrative operations and did not have any business operations
that generated revenue.
The Company owns all of the outstanding shares
of Intercomsoft Limited “(Intercomsoft”), a company which, until April 2006, was engaged in the operation of a computerized
photo identification and database management system utilized in the production of secure essential government identification documents
such as passports, drivers’ licenses, national identification documents and other forms of essential personal government
identification. As more detailed in Note 4, the Company is pursuing legal actions related to the prior operations of Intercomsoft.
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
the Company’s continuation as a going concern. However, the Company does not have any current operations that generate revenue
and has not generated any revenue since April 2006. Further, as shown on the accompanying consolidated balance sheet, the Company
has a shareholder’s deficiency of $7,411,000. 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 include 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.
Revenue Recognition
Historically, revenue from Intercomsoft was
recognized upon the quantity of product (number of computerized documents) produced during the period reported. However, Intercomsoft
did not generate any revenue in year 2014 or in year 2013, nor has it generated revenue since April 2006.
Income Taxes
The Company uses the asset and liability
method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences
of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is
provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it
is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods
presented.
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.
Fair Value Measurements
The Company adopted the provisions of ASC
Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial
instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried
at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes
a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical
assets or liabilities
Level 2 — quoted prices for similar assets and liabilities
in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash
flow modeling inputs based on assumptions)
New Accounting Pronouncements
From time to time, new accounting pronouncements
are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s
accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance
for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact
will not be material to its financial position, results of operations, and cash flows when implemented.
NOTE 4 - LEGAL PROCEEDINGS
In the normal course of business, the Company
may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable
with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect
on the Company’s financial position, liquidity, or results of operations other than as follows:
The Swiss Proceeding
In March 2009, Intercomsoft commenced an
action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection with its
claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan
Defendants”) seeking damages for breach of contract and an injunction to prohibit Moldova from further producing essential
government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification
documents which Intercomsoft had produced from 1996 to 2006, pursuant to the terms of the ten year Supply Agreement (the “Swiss
Proceeding”). The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits
of its claims in such proceeding. Such action is pending and there can be no assurances as to its outcome.
The Moldovan Proceeding
In November
2010, the Moldovan Defendants commenced an action before the courts of Moldova claiming that the Supply Agreement was properly
terminated on April 29, 2006 and seeking reimbursement of legal costs (the “Moldovan Proceeding”). Intercomsoft asserted
a counterclaim seeking redress for various claims and damages for breach of the Supply Agreement, including interest and penalties
which continue to accrue pursuant to the terms of the Supply Agreement. A judgement issued in favor of Intercomsoft in September
2012 was annulled in 2013 and was remanded to a lower court for reconsideration. There can be no assurance as to the outcome
of such legal action.
NOTE 5 - SHAREHOLDERS’ EQUITY
The Company has authorized 130,000,000
shares of $0.01 par value common stock, 100,472,328 of which were issued and outstanding as of December 31, 2014 and 2013.
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, 2014 and 2013.
NOTE 6 - RELATED PARTY TRANSACTIONS
AND BALANCES
The following schedule sets forth various
obligations of the Company to related parties.
Transactions
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Compensation and related expenses due to the Company’s Chairman of the Board and Chief Executive Officer (1) | |
$ | 30,000 | | |
$ | 30,000 | |
| | |
| | | |
| | |
| Compensation due to the Company’s Chief Financial Officer (2) | |
| 30,000 | | |
| 30,000 | |
| | |
| | | |
| | |
| Cash loans and advances from Royal HTM Group, Inc. (3) | |
| 100,000 | | |
| 151,000 | |
| | |
$ | 160,000 | | |
$ | 211,000 | |
| 1) | Boris Birshtein serves as the Company’s Chairman of the Board of Directors and its Chief
Executive Officer on a month-to-month basis. Mr. Birshtein owns 50% of Royal HTM Group, Inc. our majority shareholder. |
| 2) | Jack Braverman serves as a member of the Company’s Board of Directors and as the Company’s
Chief Financial Officer on a month-to-month basis. Mr. Braverman owns 50% of Royal HTM Group, Inc. our majority shareholder. |
| 3) | Royal HTM Group, Inc., a Canadian company owned and controlled by the Company’s two officers
and the two members of its Board of Directors, renders certain business development services to the Company. Royal HTM Group, Inc.
has also loaned and advanced money to the Company to fund its expenses, and is the Company’s majority shareholder. |
Balances
Payables to related parties
consist of the following:
| | |
DECEMBER 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Amount due to Royal HTM Group | |
$ | 3,878,000 | | |
$ | 3,778,000 | |
| | |
| | | |
| | |
| Accrued compensation due to the Company’s Chief Financial Officer | |
| 540,000 | | |
| 510,000 | |
| | |
| | | |
| | |
| Accrued compensation due to the Company’s Chairman of the Board | |
| 2,147,000 | | |
| 2,117,000 | |
| | |
$ | 6,565,000 | | |
$ | 6,405,000 | |
These amounts are non-interest bearing and due on demand.
NOTE 7 - 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 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.
As of December 31, 2014 and 2013, there
were no options issued and outstanding under the Company’s 2001 Omnibus Plan, as amended.
NOTE 8 - 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, | |
| | |
2014 | | |
2013 | |
| Income tax benefit at statutory rate of 34% | |
$ | 62,000 | | |
$ | 74,000 | |
| Change in valuation allowance | |
| (62,000 | ) | |
| (74,000 | ) |
| | |
$ | - | | |
$ | - | |
Deferred tax assets consist of:
| | |
DECEMBER 31, | |
| | |
2014 | | |
2013 | |
| Deferred tax assets (liabilities): | |
| | | |
| | |
| Net operating loss carryforward | |
$ | 7,638,000 | | |
$ | 7,576,000 | |
| Valuation allowance (see Note 2) | |
| (7,638,000 | ) | |
| (7,576,000 | ) |
| | |
$ | - | | |
$ | - | |
As of December 31, 2014, the Company had
approximately $21,680,000 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2026.
The NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change
as determined under regulations.
In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has
established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not
that all of the deferred tax assets will not be realized.
The Company is currently open to audit
for all years ended December 31, 2001 to present because of its large NOL carryforwards. However,
The Company is only open to additional tax assessments under the Internal Revenue Code statute of limitations for the years ended
December 31, 2011 to present; however, it does not currently have any ongoing tax examinations.
NOTE 9 - SUBSEQUENT EVENTS
The Company evaluated all events or transactions
that occurred subsequent to December 31, 2014 to the date these financial statements were issued and has determined that there
are no material subsequent events or transactions which would require recognition or disclosure in the financial statements.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE |
None.
| ITEM 9 A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and
Procedures
Our management is responsible
for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our reports, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934
(the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules
and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding
required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under
the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible 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 Exchange
Act) 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, 2014, 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 Exchange
Act) during the period ended December 31, 2014 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 Exchange Act. We have assessed the effectiveness of those internal controls as of December 31, 2013, 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.
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 independent registered
public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report
in this Annual Report.
Due to circumstances
beyond our control, this Annual Report was not filed timely.
PART III
| ITEM 10. | 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, 2014, are set forth below.
| NAME |
|
AGE |
|
POSITION
WITH COMPANY |
| |
|
|
|
|
| Boris Birshtein |
|
68 |
|
Chairman of the Board of Directors
and Chief Executive Officer |
| |
|
|
|
|
| Jack Braverman |
|
46 |
|
Director; Chief Financial Officer |
Background of Executive Officers and
Directors
Boris Birshtein
has served as our Chairman of the Board of Directors since January 1998 and as our Chief Executive Officer since May 2009. Since
May 2009 he has also served as the President and Chief Executive Officer of Intercomsoft Limited, our wholly owned subsidiary and
since June 2009 has served as a director of such subsidiary. Additionally, since 1997 he has been the Chairman of the Board and
a principal shareholder of Royal HTM Group, Inc. our majority shareholder. Mr. Birshtein holds PhDs in Philosophy and Economics.
Jack Braverman
has served as a member of our Board of Directors and our Chief Financial Officer since January 2004 and has served as the Vice
President, Treasurer and Secretary of Intercomsoft Limited, our wholly owned subsidiary, since May 2009 and beginning in June 2009
has served as a director of such subsidiary. Mr. Braverman has served as the President of Royal HTM Group, Inc., our majority shareholder,
since October 2010 (and previously served as its Vice President from May 2001 to September 2010), and as of October 2010 is a principal
shareholder of such entity. Mr. Braverman holds a BA in Economics from the University of Western Ontario.
Board of Directors
Our By-laws provide,
among other things, that the Board of Directors will consist of not less than two and not more than fifteen directors. All Directors
serve for one year or such longer period until their successors are elected and qualify. The Board of Directors appoints our officers
and their terms of office are, unless otherwise provided in employment contracts, at the discretion of the Board of Directors.
In 2014 our Board of Directors was comprised of two members, who are related to one another. Mr. Birshtein, our Chairman of the
Board and Chief Executive Officer, is the uncle of Mr. Braverman, who is a director and our Chief Financial Officer.
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 as of the date of the filing of this Report.
| ITEM 11. | EXECUTIVE COMPENSATION |
For the years ended
December 31, 2014 and 2013, the following individuals were entitled to receive the following compensation for services rendered
to us.
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 | |
2014 | |
$ | 30,000 | (1) | |
| | | |
| - | | |
| | |
| Chairman of the Board | |
2013 | |
$ |
30,000 | (1) | |
| | | |
| - | | |
| | |
| Chief Executive Officer | |
| |
| | | |
| | | |
| | | |
| | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| Jack Braverman | |
2014 | |
$ | 30,000 | (2) | |
| | | |
| - | | |
| | |
| Chief Financial Officer | |
2013 | |
$ | 30,000 | (2) | |
| | | |
| - | | |
| | |
| (1) | Such amounts were accrued but not paid to Mr. Birshtein. |
| (2) | Such amounts were accrued but not paid to Mr. Braverman. |
Options/SAR Grants in Last Fiscal
Year to Officers and Directors
In 2014 there were
no options issued or outstanding pursuant to the 2001 Omnibus Plan, as amended.
Compensation of Directors
Pursuant to a resolution
of the Company’s Board of Directors, 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,
2014 and 2013, we had no outside directors and, accordingly, there were no payments made to any outside Director.
Employment Agreements
We do not have any
employment agreements with any of our officers or directors.
2001 Omnibus Plan,
As Amended
In January 2001, our
Board of Directors adopted the 2001 Omnibus Plan, which became effective in February 2001 after shareholder 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 shareholders 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. In December 2010 our Board
of Directors approved a resolution extending the 2001 Omnibus Plan for a period of five years, to January 2016.
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 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 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.
Pursuant to a resolution
of the Company’s Board of Directions adopted on December 13, 2010, no Awards may be granted under the 2001 Omnibus Plan,
as amended, on or after January 2, 2016, but Awards granted prior to such date may be exercised in accordance with their terms.
As of December 31,
2014, of the 10,000,000 shares of our common stock reserved for issuance under the 2001 Omnibus Plan, as amended, there
were no options issued or outstanding.
| ITEM 12. | 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 shareholders who were
known by us to be the beneficial owners of more than 5% of our common stock as of December 31, 2014, 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 SECand generally includes voting or investment power with respect to
securities. In accordance with the SEC 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 sixty 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.
| NAME
OF BENEFICIAL OWNER | |
AMOUNT
AND NATURE OF BENEFICIAL
OWNER (1) | | |
PERCENT
OF CLASS (1) | |
| | |
| | |
| |
Boris
Birshtein 1221
Avenue of the Americas, Suite 4200 New
York, New York, 10020 | |
| 43,284,500 | (2) | |
| 43 | % |
| | |
| | | |
| | |
Royal
HTM Group, Inc. 8000
Bathurst Street, Suite 30119 Thornhill,
Ontario J4J 0B8 | |
| 69,275,000 | (3) | |
| 69 | % |
| | |
| | | |
| | |
Jack
Braverman 1221
Avenue of the Americas, Suite 4200 New
York, NY 10020 | |
| 35,637,500 | (4) | |
| 35 | % |
| | |
| | | |
| | |
All Executive Officers and
Directors
as a Group (2 persons) (5) | |
| 78,922,000 | | |
| 79 | % |
| (1) | Based on a total of 100,472,328 shares of common stock issued and outstanding as of December 31,
2014. |
| (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 one half of the 69,275,000
shares of our common stock owned by Royal HTM Group, Inc. of which Mr. Birshtein is a 50% shareholder. |
| (3) | Royal HTM Group, Inc. is our majority shareholder. Mr. Birshtein and Mr. Braverman each own 50%
of Royal HTM Group. Inc. |
| (4) | Represents 1,000,000 shares of our common stock owned directly by Mr. Braverman and one half of
the 69,275,000 shares of our common stock owned by Royal HTM Group, Inc. of which Mr. Braverman is a 50% shareholder. |
| (5) | Includes Messrs. Birshtein and Braverman. |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE |
Mr. Boris Birshtein,
Chairman of our Board of Directors and our Chief Executive Officer and Jack Braverman, a member of our Board of Directors and our
Chief Financial Officer, own or control approximately 79% of our issued and outstanding shares of common stock. Mr. Birshtein and
Mr. Braverman are related. Mr. Birshtein is Mr. Braverman’s uncle.
The Company does not
currently have any independent members of its Board of Directors.
Our Chief Executive Officer
During each of the
years 2014 and 2013 and we accrued $30,000 due to Mr. Birshtein for services related to his performance as the Chief Executive
Officer. We have been unable to pay any compensation to Mr. Birshtein in over eight years and at December 31, 2014 we owe Mr. Birshtein
approximately $2,147,000.
Our Chief Financial Officer
During each of the
years 2014 and 2013 we accrued $30,000 in compensation due to Mr. Braverman related to his performance of services as our Chief
Financial Officer. We have been unable to pay any compensation to Mr. Braverman in six years and at December 31, 2014 we owe Mr.
Braverman $540,000.
Our Majority Shareholder
Royal HTM Group, Inc.,
a Canadian company owned and controlled by our two officers and directors, Messrs. Birshtein and Braverman, is our majority shareholder
and renders certain business development services to us. We previously agreed to pay Royal HTM Group, Inc. certain fees and expenses
in connection with such business development services, but have been unable to pay it any such amounts since 2006. Beginning in
January 2013 we terminated our agreement to pay for any expenses relating to such services and did not accrue any such expenses
in years 2014 or 2013.
During 2014 Royal HTM
Group, Inc. lent or advanced to us approximately $100,000 to cover ongoing operating expenses and lent or advanced to us $151,000
in 2013 to cover on-going operating expenses.
As of December 31,
2014, we owe Royal HTM Group, Inc. approximately $3,878,000 representing accrued consulting fees as well as loans and advances
to the Company since 2006 that were made to cover on-going operating expenses. Such amount is non-interest bearing and is due on
demand.
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Paritz
& Company, P.A. (“Paritz”) serves as our principal accountant. In each of 2014, and 2013 Paritz billed us
$25,500 for audit and review fees and $2,500 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.
PART IV
The exhibits listed
below are filed as part of this Annual Report.
| 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). |
| |
|
| 21 |
Subsidiary of the Registrant. |
| |
|
| 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. |
| 101.INS |
XBRL Instances Document |
| |
|
| 101.SCH |
XBRL Taxonomy Extension Schema Document |
| |
|
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
| |
|
| 101. PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
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 31st day of July, 2015.
| TRIMOL GROUP, INC. |
|
| |
|
| By: |
/s/ Boris Birshtein |
|
| Name: |
Boris Birshtein |
|
| Title: |
Chief Executive Officer (Principal Executive Officer) |
|
| |
|
|
| By: |
/s/ Jack Braverman |
|
| Name: |
Jack Braverman |
|
| Title: |
Chief Financial Officer |
|
In accordance with
the Securities and Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in
the capacities set forth below, on July 31, 2015.
| By: |
/s/ Boris Birshtein |
|
| Name: |
Boris Birshtein |
|
| Title: |
Director |
|
| |
|
|
| By: |
/s/ Jack Braverman |
|
| Name: |
Jack Braverman |
|
| Title: |
Director |
|
EXHIBIT
21
SUBSIDIARY
OF THE REGISTRANT
Intercomsoft Limited – a company
organized under the laws of Ireland
EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Boris Birshtein, certify that:
| 1. | I have reviewed this year end report on Form 10-K of Trimol Group, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: |
| a. | designed such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared; |
| b. | evaluated the effectiveness of this registrant’s disclosure controls and procedures as of
a date within 90 days prior to the filing date of this report (the “Evaluation Date”); and |
| c. | presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrant’s auditors and the registrant’s board of directors: |
| a. | All significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s
auditors any material weaknesses in internal controls; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officer and I have indicated in this report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses. |
| Dated: July 31, 2015 |
/s/ Boris Birshtein |
| |
Boris Birshtein |
| |
Chief Executive Officer |
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Jack Braverman, certify that:
| 1. | I have reviewed this year end report on Form 10-K of
Trimol Group, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have: |
| d. | designed such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared; |
| e. | evaluated the effectiveness of this registrant’s disclosure controls and procedures as of
a date within 90 days prior to the filing date of this report (the “Evaluation Date”); and |
| f. | presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrant’s auditors and the registrant’s board of directors: |
| c. | All significant deficiencies in the design or operation of internal controls which could adversely
affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s
auditors any material weaknesses in internal controls; and |
| d. | any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officer and I have indicated in this report whether or
not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses. |
| Dated: July 31, 2015 |
/s/ Jack Braverman |
| |
Jack Braverman |
| |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with
the Annual Report of Trimol Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2014, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer
of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company as of and for the periods covered in the Report.
| |
/s/ Boris Birshtein |
| |
Boris Birshtein |
| |
Chief Executive Officer |
| |
TRIMOL GROUP, INC. |
July 31, 2015
[A signed original of this written statement
required by Section 906 has been provided to Trimol Group, Inc. and will be retained by Trimol Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.]
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with
the Annual Report of Trimol Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2014, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer
of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company as of and for the periods covered in the Report.
| |
/s/ Jack Braverman |
| |
Jack Braverman |
| |
Chief Financial Officer |
| |
TRIMOL GROUP, INC. |
July 31, 2015
[A signed original of this written statement
required by Section 906 has been provided to Trimol Group, Inc. and will be retained by Trimol Group, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.]
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