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 March 31, 2008 and for the three month periods ended
March 31, 2008 and 2007 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, 2007.
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, 2007.
NOTE 2 - OPERATIONS
The
Company owns all of the outstanding shares of Intercomsoft Limited (“Intercomsoft”)
a company which, until April 2006, was engaged in the operation of a
computerized photo identification and database management system utilized in
the production of secure essential government identification documents such as
passports, drivers’ licenses, national identification documents and other forms
of essential personal government identification. As more detailed in Note 3,
the Company is pursuing certain legal action related to the operation of
Intercomsoft.
Additionally,
the Company has an exclusive worldwide license to an aluminum-air fuel cell
technology solely for use with portable consumer electronic devices, all rights
and title to certain technology relating to aluminum-air fuel cells, and the
design and know-how to a converter designed and developed by a related company.
However, the Company ceased development of this technology in 2003. (See Note
3).
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, a former member of
the Soviet Union with a historically uncertain economic and political climate.
This may have a material adverse impact on the Company and Intercomsoft.
The Company has no current source of revenue.
The Company had no source of revenue for the
three month period ended March 31, 2008, nor for the year
8
ended December 31, 2007. It’s sole revenue
source for several years prior to such time was from Intercomsoft whose only
customer was the Republic of Moldova’s Ministry of Economics to which it
supplied its goods and services pursuant to the Supply Agreement between the
Government of Moldova and Intercomsoft.
On or about February 11, 2006, the Company received a notice from the
Government of the Republic of Moldova advising the Company that it did not
intend to renew the Supply Agreement which, unless renewed, expired by its
terms on April 29, 2006. The Company believes that such non-renewal notice may
not have been sent timely under the applicable provisions of the Supply
Agreement. However, inasmuch as the Company’s only revenues are derived from
Intercomsoft’s activities under the Supply Agreement, as of April 29, 2006, the
Company has had no current source of revenue as a consequence of the
non-renewal of such Agreement. Although the Company has contested Moldova’s
notice of non-renewal of the Supply Agreement, there can be no assurance as to
the outcome of such dispute. If the 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 million for breach of
contract and an injunction prohibiting Moldova from producing further essential
government documents in accordance with the terms of the Supply Agreement.
Additionally, the Company has contested Moldova’s notice of non-renewal of the
Supply Agreement. Among the Company’s claims against Moldova is a claim for
non-payment for all of the essential government documents produced under the
Supply Agreement during the four month period commencing January 2006 and
ending in April 2006. Based, in part, upon records issued by Moldova, the
Company believes the uncollected amount due for this period for services
rendered, together with contractually agreed upon interest for late payments,
is in excess of $2.5 million, which amount is not included in the accompanying
financial statement. The Company is still pursuing such amount and believes it
to be a legally valid receivable. In August 2006, the action was withdrawn,
without prejudice.
On September
18, 2006, Intercomsoft commenced an action with the International Chamber of
Commerce, International Court of Arbitration, in Geneva, Switzerland (the
“ICC”). The Demand for Arbitration filed in connection therewith repeats and
incorporates the claims that were set forth in the Complaint in the withdrawn
prior action noted above.
The Moldovan Defendants have denied that the ICC has jurisdiction to
hear the arbitration and hearings have been held, but no decision has been
rendered by the arbitral tribunal on this issue. In addition, the Moldovan
Defendants have commenced an action before the International Commercial Court
of Arbitration attached to the Chamber of Commerce and Industry of the Republic
of Moldova, claiming that it is the proper body to administer any arbitration
between the parties. The claims asserted in the current action, are the same
claims asserted by the Moldovan Defendants in the ICC arbitration. There have
been no hearings in such arbitration.
The Republic of Moldova and the other respondents have interposed
counterclaims against the Company and Intercomsoft in amounts totaling $30
million. The counterclaims contain allegations of fraud and misrepresentation
claimed to have occurred during the performance of the Supply Agreement.
Management of the Company and Intercomosft are vigorously pursuing the
claims against the Moldovan Defendants and have denied any wrongdoing and are,
likewise, vigorously contesting the counterclaims.
9
The Company has terminated its agreement with
Supercom Limited.
Pursuant to a
Sales Agreement between Intercomsoft and Supercom Limited (“Supercom”) dated
August 25, 1995, as amended, Supercom supplied the equipment, software,
technology and consumables utilized by Intercomsoft for the production of
computerized documents under the Supply Agreement. Pursuant to this agreement,
Intercomsoft was provided with the guidance and support required for the
installation and operation of the equipment, as well as the materials required
for its maintenance.
On
March 24, 2005, Intercomsoft and Supercom entered into a Termination Agreement,
terminating the Sales Agreement. Notwithstanding, pursuant to the terms of the
Termination Agreement, Supercom, in consideration of certain payments to be
made to it, agreed to continue to supply Moldova with such equipment,
consumables, software and technology during the remaining term of the Supply
Agreement, pursuant to the requirements of the Supply Agreement. Supercom
agreed not to take any action, directly or indirectly, to interfere with
Intercomsoft’s contractual rights with Moldova or to, in any way, cause Moldova
to terminate or not renew the Supply Agreement and agreed to pay to
Intercomsoft certain amounts specified in the Termination Agreement as
liquidated damages in the event of any breach or default by Supercom
thereunder. Except and as to the extent provided under the Termination
Agreement, Intercomsoft has no other rights to Supercom’s proprietary
technology as referred to above.
The Company 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
Transactions
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Three Months Ended March 31,
|
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2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and related
expenses to
Chairman (1)
|
|
$
|
79,000
|
|
$
|
74,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance from Royal HTM
Group (2)
|
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27,000
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|
|
43,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash advances in the form of
direct
payment of expenses by Royal HTM Group (2)
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79,000
|
|
|
96,000
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|
|
|
|
|
|
|
|
|
|
|
|
Business development services
(2)
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30,000
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|
30,000
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|
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|
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|
|
|
|
|
|
|
|
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$
|
215,000
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$
|
243,000
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|
|
|
|
|
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1)
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Mr.
Boris Birshtein serves as the Company’s Chairman of the Board of Directors
(the “Chairman”) on a month-to-month basis.
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10
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2)
|
The
Company has engaged Royal HTM Group, Inc., a Canadian company beneficially
owned and controlled by the Chairman, to render certain business development
services to the Company. Royal HTM Group has also advanced money to the
Company to fund its operating expenses.
|
Balances
As
of March 31, 2008 payables to related parties consist of the following:
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|
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|
Amount due
to the Chairman and a company owned and controlled by such individual.
|
|
$
|
1,723,000
|
|
|
|
|
|
|
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Accrued
compensation due to the Chairman.
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651,000
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$
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2,374,000
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These amounts
are non-interest bearing and due on demand.
NOTE 5-STOCK COMPENSATION PLANS
During the
three months ended March 31, 2008, the Company did not issue any options to
purchase its common stock. As of March 31, 2008, the total options outstanding
were 6,870,000, 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.
THREE MONTHS
ENDED MARCH 31, 2008
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Intercomsoft
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Corporate and Administrative
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Total
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|
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|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
8,000
|
|
|
237,000
|
|
|
245,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Net loss
|
|
$
|
(8,000
|
)
|
$
|
(237,000
|
)
|
$
|
(245,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS
ENDED MARCH 31, 2007
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercomsoft
|
|
|
Corporate and Administrative
|
|
|
Total
|
|
|
|
|
|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
8,000
|
|
|
232,000
|
|
|
240,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(8,000
|
)
|
$
|
(232,000
|
)
|
$
|
(240,000
|
)
|
|
|
|
|
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11
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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
Annual Report on Form 10-KSB for the year ended December 31, 2007, as well as
our unaudited consolidated financial statements and notes thereto contained
elsewhere in this Quarterly Report on Form 10-Q. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those described. We expressly disclaim any obligation or undertaking to
update these statements in the future.
OPERATIONS
Business Development
Since 1998
we have operated our wholly-owned subsidiary, Intercomsoft Limited, a
non-resident Irish company engaged in the operation of a computerized photo
identification and database management system.
In
addition, we have an exclusive worldwide license to a mechanically rechargeable
aluminum-air fuel cell technology for use with portable consumer electronic
devices which we acquired in January 2001.
However,
other than activities in connection with Intercomsoft’s Supply Agreement as
more detailed below, although we are seeking other opportunities, we are not
currently engaged in any other business operations, or in any activities that
generate revenue.
Intercomsoft
Ltd.
Intercomsoft,
Ltd. is a technology-intensive company, established to operate a computerized
photo identification and database management system utilized in the production
of secure essential government identification documents such as passports,
driver’s licenses, national identification documents and other such forms of
essential personal identification.
Although it
has pursued other opportunities, Intercomsoft’s only customer has been the
Government of the Republic of Moldova, pursuant to a ten (10) year renewable
Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”)
entered into in April 1996.
On or about
February 11, 2006, we received notice from the Government of the Republic of
Moldova that it did not intend to renew the Supply Agreement which, unless
renewed, expired by its terms on April 29, 2006. We believe that such notice of
non-renewal may not have been sent timely under the applicable provisions of
the Supply Agreement and are currently contesting the claimed non-renewal of
such Agreement.
12
We are
currently involved in a number of legal actions in connection with the Supply
Agreement, which are set forth in detail in Part II-Item 1 of this report
entitled
Legal
Proceedings
.
Aluminum-Air
Fuel Cell Technology
We have an
exclusive worldwide license to a mechanically rechargeable aluminum-air fuel
cell technology solely for use with portable consumer electronic devices, all
rights and title to a certain technology relating to aluminum-air fuel cells
and the design and know how to a converter designed and developed by
Aluminum-Power, Inc., our majority shareholder.
Since we acquired
such technology in January 2001 and through the second quarter of 2003 we
engaged in research, development and marketing efforts in connection with such
technology. Further, during such period we also actively sought strategic
business partners to commercialize the technology and pursued the prosecution
of patent applications resulting in the issuance by the United States Patent
and Trademark Office of two patents on our aluminum-air fuel cell technology.
As of the
second quarter of 2003 we discontinued our research and development efforts on
the aluminum-air fuel cell technology and have not actively pursued the
development of such technology since such time. We do not intend to pursue the
development of such technology in the future.
RESULTS OF OPERATIONS
General
During the
three month period ended March 31, 2008, 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.
Comparison of Three
Month Period Ended March 31, 2008 to March 31, 2007
During the
three months ended March 31, 2008, we generated no revenues and similarly
generated no revenues in the comparative period in 2007. Revenue in periods
prior to those at issue resulted from Intercomsoft’s production of government
documents in the Republic of Moldova and the lack of revenue in the periods at
issue resulted from the contested non-renewal of the Supply Agreement on April
29, 2006.
General and
administrative expenses for the three months ended March 31, 2008, were
approximately $245,000, which consisted of $8,000 of Intercomsoft expenses
consisting of machinery and equipment depreciation, and $237,000 of which were
general corporate and administrative expenses. For the same period in 2007,
general and administrative expenses aggregated approximately $240,000, which
consisted of $8,000 of Intercomsoft expenses consisting of machinery and
equipment depreciation and $232,000 of which were general and corporate
administrative expenses.
13
There were
no public relations, marketing and advertising expenses for the three months
ended March 31, 2008 or 2007. 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 $245,000 for the three month period
ended March 31, 2008, as compared to a net loss of approximately $240,000 for
the same period in 2007, 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.
Off-Balance
Sheet Arrangements
We have no off-balance sheet arrangements.
Stock
Compensation Plans
There were
no options to purchase shares of our common stock issued or exercised during
the three month period ended March 31, 2008. As of March 31, 2008, the total
number of shares of our common stock reserved for issuance under options
outstanding was 6,870,000, of which options to purchase 3,870,000 shares were
issued pursuant to our 2001 Omnibus Plan, as amended.
Available
information
We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and, in accordance therewith, files
reports, proxy and information statements and other information with the
Commission. Reports, proxy statements and other information filed by us with
the Commission pursuant to the informational requirements of the Exchange Act
may be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material may also be obtained upon
written request addressed to the Commission, Public Reference Section, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains an Internet web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at
www.sec.gov
.
14
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.
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I
TEM
3.
|
QUANTITATIVE AND
QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
Not
applicable.
|
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I
TEM
4.
|
CONTROLS AND
PROCEDURES
|
Evaluation of
Disclosure Controls and Procedures
As of the
end of the period covered by this Quarterly 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 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 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 March 31, 2008, our Chief Executive Officer and its Chief
Financial Officer have concluded that, as of that date, our controls and
procedures were not effective for the purposes described above.
There was
no change in our internal control over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the
period ended March 31, 2008 that has materially affected or is reasonably
likely to materially affect our internal control over financial reporting.
Management’s Report
on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934. We have assessed the effectiveness of those internal controls as
of March 31, 2008, using the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”)
Internal
Control – Integrated Framework
as a basis for our assessment.
Because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may
15
deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
A material
weakness in internal controls is a deficiency in internal control, or combination
of control deficiencies, that adversely affects our ability to initiate,
authorize, record, process, or report external financial data reliably in
accordance with accounting principles generally accepted in the United States
of America such that there is more than a remote likelihood that a material
misstatement of our annual or interim financial statements that is more than
inconsequential will not be prevented or detected. In the 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
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this Quarterly Report.
P
ART
II - OTHER INFORMATION
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I
TEM 1.
|
LEGAL PROCEEDINGS
|
On or about
February 11, 2006, we received a notice from the Government of the Republic of
Moldova wherein it advised us that it did not intend to renew the Supply
Agreement which, unless renewed, expired by its terms on April 29, 2006. We
believe that such non-renewal notice may not have been sent timely under the
applicable provisions of the Supply Agreement and we have contested such
non-renewal notice.
On June 27,
2006, together with our subsidiary Intercomsoft, we commenced an action in the
United States District Court for the Southern District of New York against the
Ministry of Economics of the Republic of Moldova and the Government of the
Republic of
16
Moldova seeking damages of approximately $41 million for breach of
contract and an injunction prohibiting Moldova from producing further essential
government documents in accordance with the terms of the Supply Agreement. As a
consequence of discussions with counsel to the defendants in this action, we
withdrew the action in August 2006, without prejudice to our rights to
reinstate it in the United States courts
On
September 18, 2006, Intercomsoft commenced an action with the International
Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva,
Switzerland. The Demand for Arbitration filed in connection with such action
repeats and incorporates the claims that were set forth in the Complaint in the
withdrawn prior action noted above.
The
Moldovan Defendants have denied that the ICC has jurisdiction to hear the
arbitration and hearings have been held, but no decision has been rendered by
the arbitral tribunal on this issue. In addition, the Moldovan Defendants have
commenced an action before the International Commercial Court of Arbitration
attached to the Chamber of Commerce and Industry of the Republic of Moldova,
claiming that it is the proper body to administer any arbitration between the
parties. The claims asserted in the current action are the same claims asserted
by the Moldovan Defendants in the ICC arbitration. There have been no hearings
in such arbitration.
The
Republic of Moldova and the other respondents have interposed counterclaims
against us and Intercomsoft in amounts totaling $30 million. The counterclaims
contain allegations of fraud and misrepresentation which the respondents claim
occurred during the performance of the Supply Agreement.
Management
of the Company and Intercomosft are vigorously pursuing the claims against the
Moldovan Defendants and have denied any wrongdoing and are, likewise,
vigorously contesting the counterclaims.
There
can be no assurance as to the outcome of such arbitration proceedings and
actions.
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I
TEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
|
None
|
|
|
|
I
TEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
None.
|
|
|
|
I
TEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
None.
17
|
|
|
|
I
TEM 5.
|
OTHER INFORMATION
|
During the
three month period ended March 31, 2008, we accrued an aggregate of $69,000 ($23,000
per month) in compensation and $5,400 ($1,800 per month) in expenses due to
Boris Birshtein related to his performance as our Chairman of the Board.
During the
three month period ended March 31, 2008 we borrowed an aggregate of $106,000 from
our Chairman of the Board and Royal HTM Group, Inc., a Canadian company
beneficially owned and controlled by such individual, to meet on-going
operational expenses. Such amount is non-interest bearing and is due on demand.
During
2005 we engaged Royal HTM Group, Inc. to render certain business development
services to us on on-going basis. During the three month period ended March 31,
2008 we accrued an aggregate of $30,000 ($10,000 per month) for consulting fees
due to Royal HTM Group, Inc. for such services. Such amount is non-interest
bearing and is due on demand.
The
exhibits listed below are filed as part of this Quarterly Report for the period
ended March 31, 2008
18
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.
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TRIMOL GROUP, INC.
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Date: May 15, 2008
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By: /s/ Yuri Benenson
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Name:
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Yuri Benenson
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Title:
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Chief Executive Officer
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By: /s/ Jack Braverman
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Name:
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Jack Braverman
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Title:
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Chief
Financial Officer
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