$hellKing
9 years ago
Description of the Company
Although the Company is seeking business opportunities, as of September 30, 2015, and since 2006, we did not have any business operations that generated revenue.
Intercomsoft Limited (“Intercomsoft”) is our wholly owned subsidiary. Although it does not currently have any 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 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 Part II Item 1 - 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 are implicit in the terms "we", "us" and "our".
$hellKing
9 years ago
Our Majority Shareholder
Royal HTM Group, a Canadian company owned and controlled by Messrs. Birshtein and Braverman, is our majority shareholder and has rendered certain business development services to us. We previously agreed to pay Royal HTM Group certain fees and expenses in connection with such business development services, but we were unable to pay any of such amounts to it since 2006. Beginning as of January 1, 2013, we terminated our agreement to pay any fees or expenses relating to such services and have not paid or accrued any such amounts since such time.
We have not generated any revenue since the first quarter of 2006, and since such time have borrowed funds from Royal HTM Group to cover our on-going expenses. During the nine month period ended September 30, 2015, Royal HTM Group lent us approximately $136,000 to cover our on-going expenses and lent us $62,000 in the comparative period in 2014.
As of September 30, 2015, we owe Royal HTM Group approximately $4,052,000. Such amount includes accrued consulting fees and expenses as well as loans and advances, all of which are non-interest bearing and are due on demand.
Anticipated Change of Control
Messrs. Birshtein and Braverman each hold a fifty percent (50%) ownership interest in Royal HTM Group, the Company’s majority shareholder which owns 69,275,000 million shares of the Company’s common stock, representing approximately sixty nine percent (69%) of the issued and outstanding shares of the Company’s common stock, and Mr. Birshtein owns 8,647,000 shares of the Company’s common stock.
Royal HTM Group has advised the Company that it has negotiated substantially all of the terms of a Stock Purchase Agreement (“SPA”) with an independent party, which, if and when consummated, will result in the sale of all of the shares of the Company’s common stock owned by Royal HTM Group and Mr. Birshtein to such party. If and when such transaction is consummated, the independent party will acquire approximately 77.5% of the total issued and outstanding shares of the Company’s common stock, and a change in control will occur with respect to the Company’s capital stock ownership. The Company will not be a party to the SPA.
There can be no assurances whether or when the SPA will be completed or if or when the transaction contemplated by the SPA will be consummated
$hellKing
9 years ago
Boris Birshtein
Chairman of the Board and Chief Executive Officer,Trimol Group, Inc.
Background*
Mr. Boris Birshtein is a Co-Owner at Royal HTM Group Inc. Mr. Birshtein has been Chief Executive Officer of Trimol Group, Inc since May 2009. Since 1994. Mr. Birshtein has been the Chairman of the Board of Trimol Group, Inc., since January 1998. Mr. Birshtein has been the Chairman of the Board of Banca Commercialia pe Actiuni “Export Import“ and since 1997 he has been the Chairman and Principal Shareholder of Royal HTM Group, Inc. Since 1999, he has been the Chairman of Eontech Group Inc., and Aluminum-Power Inc. Since, 1996, he has been the Chairman of World Assets (Media) Inc. Mr. Birshtein holds PhDs in Philosophy and Economics and heads the North American Informationology Academy.
$hellKing
9 years ago
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 %