U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission file number: 000-26971 TRIMOL GROUP, INC.(Name of small business issuer in its
 charter)  DELAWARE

13-3859706(State
 of Incorporation)

(IRS
 Employer ID No.)  1285
 Avenue of the Americas, 35th FloorNew
 York, New York, 10019(Address
 of principal offices) Registrants Telephone
Number: (212) 554-4394 Securities registered under
Section 12(b) of the Exchange Act: None Securities registered under
Section 12(g) of the Exchange Act: None Title
 of Each Class
Name
 of each Exchange on which listedCommon
 Stock, par value $0.01 per share
OTC
 Bulletin Board Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o Indicate
by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K (§ 229/405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Act), Yes o No x Issuers
revenues for fiscal year ended December 31, 2008 were $0. The
aggregate market value of the voting common equity held by non-affiliates of
the Registrant was approximately $19,620 as of March 31, 2009 computed on the
basis of a closing price of $0.001 per share on such date of
the Registrants common stock as reported on the National Association of
Securities Dealers, Inc.s Over the Counter Bulletin Board. The
number of shares outstanding of the Registrants common stock, as of March 31,
2009 was 79,472,328. Indicate
by check mark whether the Registrant is an accelerated filer as defined in Rule
12b-2 of the Securities Exchange Act of 1934. Yes o No x Transitional
Small Business Disclosure Format (check one): Yes o No x    TABLE OF CONTENTS

PART IITEM 1.
DESCRIPTION OF BUSINESS

3ITEM 1 A
RISK
 FACTORS

5ITEM 2.
DESCRIPTION OF PROPERTY

9ITEM 3.
LEGAL PROCEEDINGS

9ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

10PART IIITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
ISSUER
 PURCHASES OF EQUITY SECURITIES

10ITEM 6.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
 RESULTS OF OPERATION

11ITEM 7.
FINANCIAL STATEMENTS

13Report of
 the Independent AuditorsConsolidated
 Balance SheetConsolidated
 Statement of OperationsConsolidated
 Statement of Changes in Shareholders DeficiencyConsolidated
 Statement of Cash FlowsNotes to
 Consolidated Financial StatementsITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE

25ITEM 8-A
CONTROLS AND PROCEDURES

25PART IIIITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
 COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

26ITEM 10.
EXECUTIVE COMPENSATION

28ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
 RELATED STOCKHOLDER MATTERS

32ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

33ITEM 13.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

33ITEM 14.
EXHIBITS

332

PART I

ITEM 1.
DESCRIPTION OF BUSINESSBusiness Development

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

Beginning
in 1998 and through April 2006, we operated our wholly-owned subsidiary,
Intercomsoft Limited, a non-resident Irish company engaged in the operation of
a computerized photo identification and database management system.

In
addition, we had an exclusive worldwide license to a mechanically rechargeable
aluminum-air fuel cell technology for use with portable consumer electronic
devices which we acquired in January 2001 and which we disposed of in May 2008.

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

Intercomsoft Limited

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

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

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

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

3

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

On
or about February 11, 2006, we received notice from the Government of the
Republic of Moldova that it did not intend to renew the Supply Agreement which,
unless renewed, expired by its terms on April 29, 2006. We believe that such
notice of non-renewal may not have been sent timely under the applicable
provisions of the Supply Agreement and are currently contesting the claimed
non-renewal of such Agreement.

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

Aluminum-Air Fuel Cell Technology

From
January 2001 through May 30, 2008, we had an exclusive worldwide license to a
mechanically rechargeable aluminum-air fuel cell technology solely for use with
portable consumer electronic devices, all rights and title to a certain
technology relating to aluminum-air fuel cells and the design and know how to a
converter designed and developed by Aluminum-Power, Inc. (Aluminum Power),
our majority shareholder at that time, an entity beneficially owned and
controlled by our Chairman of the Board.

Since
we acquired such technology and through the second quarter of 2003 we engaged
in research, development and marketing efforts in connection with such
technology. Further, we had also actively sought strategic business partners to
commercialize the technology and pursued the prosecution of patent applications
resulting in the issuance by the United States Patent and Trademark Office of
two patents on our aluminum-air fuel cell technology. However, as of the second
quarter of 2003 we discontinued our research and development efforts on the
aluminum-air fuel cell technology and have not actively pursued the development
of such technology since such time.

On
May 30, 2008 we entered into a termination agreement (the Termination
Agreement) with Aluminum Power terminating the Technology Acquisition
Agreement and the Research and Development Agreement entered into by us and
Aluminum Power in 2001. In consideration of the Termination Agreement, Royal
HTM Group, Inc., a company beneficially owned and controlled by our Chairman of
the Board, cancelled $400,000 of our indebtedness to it.

Additionally,
we entered into an amendment of the Termination Agreement dated as of July 9,
2008 (the Amendment). Pursuant to the terms of the Amendment, Aluminum Power
transferred to us 21,000,000 shares of our common stock owned by it as further
consideration in connection with the Termination Agreement. Such shares are to
be utilized by us solely in connection with certain acquisitions that we are
currently exploring. The Amendment provides that in the event that we do not
conclude any of such acquisitions by December 31, 2008, Aluminum Power has the
right to require us to reconvey such 21,000,000 shares to it for a purchase
price of $1,000. A further Amendment No. 2 to the Termination Agreement dated
as of September 24, 2008, extended the December 31, 2008 reconveyance date to
September 23, 2009.

4

Our Employees

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

Transfer Agent

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

ITEM 1A.
RISK FACTORSYou
should carefully review and consider the following risks, as well as all other
information contained in this Annual Report or incorporated herein by
reference, including our consolidated financial statements and the notes to
those statements, before you decide to purchase any shares of our common stock.
The following risks and uncertainties are not the only ones facing us.
Additional risks and uncertainties of which we are currently unaware or which
we believe are not material could also nevertheless materially adversely affect
our business, financial condition, results of operations, or cash flows. In any
case, the value of the shares of our common stock could decline and you could
lose all or a portion of your investment in such shares. To the extent any of
the information contained in this Annual Report constitutes forward-looking
statements or information, the risk factors set forth below must be considered
cautionary statements identifying important factors that could cause our actual
results for various financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on our behalf and could
materially adversely affect our financial condition, results of operations or
cash flows. See also, Statement Regarding Forward-Looking Statements in Item
6.

The Company has no current source of revenue.

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

The Company has no current business
activities that generate revenue.

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

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

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

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

5

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

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

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

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

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

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

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

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

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

6

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

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

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

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

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

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


Investors
 may have difficulty buying and selling or obtaining market quotations;
Market
 visibility for our common stock may be limited; and
Lack of
 visibility for our common stock may have a depressive effect on its market
 price.Penny stock regulations may impose certain
restrictions on marketability of the Companys securities

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

7

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

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


Control of
 the market for the security by one or a few broker-dealers that are often
 related to the promoter or issuer;
Manipulation
 of prices through prearranged matching of purchases and sales and false and
 misleading press releases;
Boiler
 room practices involving high pressure sales tactics and unrealistic price
 projections by inexperienced sales persons;
Excessive
 and undisclosed bid-ask differentials and markups by selling broker-dealers;
 and
The
 wholesale dumping of the same securities by promoters and broker-dealers
 after prices have been manipulated to a desired level, along with the
 inevitable collapse of those prices with consequent investor losses.Purchasers
of penny stocks may have certain legal remedies available to them in the event
the obligations of the broker-dealer from whom the penny stock was purchased
violates or fails to comply with the above obligations or in the event that
other state or federal securities laws are violated in connection with the
purchase and sale of such securities. Such rights include the right to rescind
the purchase of such securities and recover the purchase price paid for them.

Shares eligible for future sale may adversely
affect the market

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

8

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

ITEM 2.
DESCRIPTION OF PROPERTYDuring the
period covered by this Annual Report, we maintained our office at 1285 Avenue
of the Americas, 35th Floor, New York, New York 10019, on a month-to-month
tenancy.

ITEM 3.
LEGAL PROCEEDINGSOn
or about February 11, 2006, we received a notice from the Government of the
Republic of Moldova advising us that it did not intend to renew the Supply
Agreement which, unless renewed, expired by its terms on April 29, 2006. We
believe that such non-renewal notice was not sent timely under the applicable
provisions of the Supply Agreement and we have contested such non-renewal
notice.

On
September 18, 2006, Intercomsoft commenced an action with the International
Chamber of Commerce (the ICC), International Court of Arbitration, in Geneva,
Switzerland against the Ministry of Economics of the Republic of Moldova and
the Government of the Republic of Moldova (the Moldovan Defendants) seeking
damages of approximately $41 million for breach of contract and an injunction
prohibiting Moldova from producing further essential government documents in
accordance with the terms of the Supply Agreement. The Moldova Defendants
interposed counterclaims against Intercomsoft in amounts totaling $30 million.
The counterclaims contain allegations of fraud and misrepresentation which the
Moldovan Defendants claim occurred during the performance of the Supply
Agreement. Management of the Company and Intercomsoft have denied any
wrongdoing and are contesting the counterclaims.

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

In
addition, the Moldovan Defendants have commenced an action before the
International Commercial Court of Arbitration attached to the Chamber of
Commerce and Industry of the Republic of Moldova (Moldova Arbitration Court),
claiming that it is

9

the proper
body to administer any arbitration between the parties. The claims asserted in
the current action are the same claims asserted by the Moldovan Defendants in
the ICC arbitration. There have been no hearings in such arbitration.
Intercomsoft has objected to the Jurisdiction of the Moldovan Arbitration
Court. There have been no hearings in such arbitration.

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

ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNo
matters were submitted during the fiscal year covered by this Annual Report to
a vote of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIESOur
common stock is quoted and traded on a limited and sporadic basis on the Over
the Counter Bulletin Board (OTCBB) under the trading symbol TMOL. The limited
and sporadic trading does not constitute, nor should it be considered, an
established public trading market for our common stock. The following table
sets forth the high and low closing bid prices for our common stock for the
periods indicated, as reported by the OTCBB. Such quotations reflect
inter-dealer prices, without real mark-ups, mark-downs or commissions, and may
not necessarily represent actual transactions. We had 414 stockholders of
record as of December 31, 2008.

Year 2008


High

LowFourth
 Quarter

$
0.01

$
0.001Third
 Quarter

$
0.001

$
0.002Second
 Quarter

$
0.01

$
0.001First
 Quarter

$
0.02

$
0.01Year 2007


High

LowFourth
 Quarter

$
0.001

$
0.001Third
 Quarter

$
0.01

$
0.001Second
 Quarter

$
0.02

$
0.01First
 Quarter

$
0.01

$
0.01We
have not declared any cash dividends on our common stock for the last two
fiscal years and do not anticipate declaring any in the near future. There are
no restrictions that limit our ability to pay dividends, other than those
generally imposed by applicable state law. The future payment of dividends, if
any, on our common stock is within the sole discretion of the Board of
Directors and will depend, in part, on our earnings, capital requirements,
financial condition, and other relevant factors, as determined by the Board.

10

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

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

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

ITEM 6.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONThe
following managements discussion and analysis of financial condition and
results of operations should be read in conjunction with our financial
statements and notes thereto contained elsewhere in this report.

Results of Operations

General

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

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

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

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

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

Liquidity & Capital Resources

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

11

Forward Looking Statements

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

Available Information

Reports Filed with the Securities and
Exchange Commission

We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the Exchange Act), and, in accordance therewith, file
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the SEC).

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

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

12

ITEM 7
FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

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

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

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

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has not generated any revenue since April 2006 and, as shown on the
accompanying balance sheet, the Companys liabilities exceeded its assets by
$3,927,000. These circumstances, among others, raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

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

PARITZ
 & COMPANY, P.A.Dated:March 23, 2009Certified Public
 AccountantsHackensack, New Jersey13

TRIMOL GROUP, INC.CONSOLIDATED BALANCE SHEETSDECEMBER 31,2008

2007ASSETSCurrent assets:Cash

$
4,000

$
4,000Total current assets


4,000


4,000Property and equipment, net





27,000TOTAL ASSETS

$
4,000

$
31,000LIABILITIESCurrent liabilities:Related parties

$
2,735,000

$
2,158,000Accrued expenses


1,196,000


548,000TOTAL LIABILITIES


3,931,000


2,706,000SHAREHOLDERS DEFICIENCY


(3,927,000
)

(2,675,000
)TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY

$
4,000

$
31,000The
 accompanying notes are an integral part of the financial statements.14

TRIMOL GROUP, INC.CONSOLIDATED STATEMENTS OF OPERATIONSYEAR
 ENDED DECEMBER 31,2008

2007REVENUES

$


$
OPERATING EXPENSES:Legal action fees and expenses


635,000


General and administrative expenses


1,017,000


1,267,000TOTAL OPERATING EXPENSES


1,652,000


1,267,000NET LOSS

$
(1,652,000
)
$
(1,267,000
)Net loss per share (Basic and Diluted)

$
(.02
)
$
(.01
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND
DILUTED


90,433,866


100,472,328The
 accompanying notes are an integral part of the financial statements15

TRIMOL GROUP, INC.CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIENCYCOMMON
 STOCK

ADDITIONALSHARES



PAID-INOUTSTANDING

AMOUNT

CAPITAL

DEFICIT

TOTALBALANCE  JANUARY 1, 2007

100,472,328

$
1,005,000

$
5,339,000

$
(7,752,000
)
$
(1,408,000
)Net loss










(1,267,000
)

(1,267,000
)BALANCE  DECEMBER 31, 2007

100,472,328


1,005,000


5,339.000


(9,019,000
)

(2,675,000
)TERMINATION AGREEMENT WITH RELATED PARTY

(21,000,000
)

(210,000
)

610,000





400,000NET LOSS










(1,652,000
)

(1,652,000
)BALANCE  DECEMBER 31, 2008

79,472,328

$
795,000

$
5,949.000

$
(10,671,000
)
$
(3,927,000
)The
 accompanying notes are an integral part of the financial statements.16

TRIMOL GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSYEAR
 ENDED DECEMBER 31,2008

2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(1,652,000
)
$
(1,267,000
)ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING
 ACTIVITIESDepreciation of property and equipment


27,000


34,000Accrued expenses to related parties


438,000


438,000CHANGES IN OPERATING ASSETS AND LIABILITIESAccrued expenses


648,000


89,000NET CASH USED IN OPERATING ACTIVITIES


(539,000
)

(706,000
)CASH FLOW FROM FINANCING ACTIVITIESProceeds from related parties


539,000


697,000NET CASH PROVIDED BY FINANCING ACTIVITIES


539,000


697,000DECREASE IN CASH





(9,000
)CASH - BEGINNING OF YEAR


4,000


13,000CASH - END OF YEAR

$
4,000

$
4,000The
 accompanying notes are an integral part of the financial statements.17

TRIMOL GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE
1-ORGANIZATION AND OPERATIONS

Trimol Group, Inc. (the Company) was incorporated in 1953 in Delaware
and owns all of the outstanding shares of Intercomsoft Limited (Intercomsoft)
a company which, until April 2006, was engaged in the operation of a
computerized photo identification and database management system utilized in
the production of secure essential government identification documents such as
passports, drivers licenses, national identification documents and other forms
of essential personal government identification. (See Note 5).

Additionally, as more detailed in Note 3, until May
30, 2008, the Company had an exclusive worldwide license to an aluminum-air
fuel cell technology solely for use with portable consumer electronic devices,
all rights and title to certain technology relating to aluminum-air fuel cells,
and the design and know-how to a converter designed and developed by a related
company. However, the Company ceased development of this technology in 2003.

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

NOTE
2  GOING CONCERN

The accompanying consolidated financial
statements have been prepared in conformity with accounting principles
generally accepted in the United States of America, which contemplate our
continuation as a going concern. However, the Company does not have any current
operations that generate revenue and did not generate any revenue in year 2008
or in 2007. Further, as shown on the accompanying balance sheet,
the Companys liabilities exceeded its assets by $3,927,000. These
circumstances, among others, raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 3-SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

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

Impairment of Long-lived Assets

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

Property
and Equipment

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

- 18 -

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

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

Revenue Recognition

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

Income Taxes

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

Income (Loss) Per Share

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

Comprehensive Income

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

Fair Value of Financial Instruments

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

Recently Adopted Accounting Standards

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

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

- 19 -

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

NOTE
4  TERMINATION AGREEMENT

On May 30, 2008 the Company entered into a termination agreement (the
Termination Agreement) with Aluminum Power Inc. (API), the Companys majority
shareholder at that time which is beneficially owned and controlled by the
Companys Chairman of the Board. The Termination Agreement terminated the
Technology Acquisition Agreement and the Research and Development Agreement
entered into by the Company and API in 2001.

In consideration of the Termination Agreement, Royal HTM Group, Inc, a
company also beneficially owned and controlled by the Companys Chairman of the
Board, cancelled $400,000 of the Companys indebtedness to it. The forgiveness
of debt was accounted for as a credit to additional paid in capital on the
accompanying consolidated balance sheet as of December 31, 2008.

In
addition, the Company entered into an amendment of the Termination Agreement
dated as of July 9, 2008 (the Amendment). Pursuant to the terms of the
Amendment, API transferred 21,000,000 shares of the Companys common stock
owned by it to the Company as further consideration in connection with the
Termination Agreement, to be utilized by the Company solely in connection with
certain acquisitions that the Company is currently exploring. The Amendment
provides that in the event that the Company does not conclude any of such
acquisitions by December 31, 2008, API has the right to reacquire the Company
to reconvey such 21,000,000 shares to it for an aggregate purchase price of
$1,000. A further Amendment No. 2 to the Termination Agreement dated as of
September 24, 2008, extended the December 31, 2008 reconveyance date to
September 23, 2009. Such transaction reduced the number of the issued and
outstanding shares by 21,000,000 resulting in a total of 79,472,328 issued and
outstanding shares as of the date of this report.

NOTE 5 - RISKS AND UNCERTAINTIES

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

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

The Companys wholly owned subsidiary,
Intercomsoft Limited, operates in the Republic of Moldova, a former member of
the Soviet Union with a historically uncertain economic and political climate.
This may have a material adverse impact on the Company and Intercomsoft.

The Company has no current source of revenue.

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

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

On or about February 11, 2006, The Company received
a notice from the Government of the Republic of Moldova advising that it did
not intend to renew the Supply Agreement which, unless renewed, expired by its
terms on April 29, 2006. The Company believes that such non-renewal notice was
not sent timely under the applicable provisions of the Supply Agreement and has
contested such non-renewal notice.

- 20 -

On September 18, 2006, Intercomsoft commenced an
action with the International Chamber of Commerce (the ICC), International
Court of Arbitration, in Geneva, Switzerland against the Ministry of Economics
of the Republic of Moldova and the Government of the Republic of Moldova (the
Moldovan Defendants) seeking damages of approximately $41 million for breach
of contract and an injunction prohibiting Moldova from producing further
essential government documents in accordance with the terms of the Supply
Agreement. The Moldova Defendants interposed counterclaims against Intercomsoft
in amounts totaling $30 million. The counterclaims contain certain allegations
of fraud and misrepresentation which the Moldovan Defendants claim occurred
during the performance of the Supply Agreement. Management of the Company and
Intercomsoft have denied any wrongdoing and are contesting the counterclaims.

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

In addition, the Moldova Defendants have commenced
an action before the International Commercial Court of Arbitration attached to
the Chamber of Commerce and Industry of the Republic of Moldova (Moldovan
Arbitration Court), claiming that it is the proper body to administer any
arbitration between the parties. The claims asserted in the current action are
the same claims asserted by the Moldovan Defendants in the ICC arbitration.
Intercomosoft has objected to the Jurisdiction of the Moldovan Arbitration
Court. There have been no hearings in such arbitration.

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

The Company has terminated its agreement with
Supercom Limited.

Pursuant to a Sales Agreement between Intercomsoft and Supercom Limited
(Supercom) dated August 25, 1995, as amended, Supercom supplied the
equipment, software, technology and consumables utilized by Intercomsoft for
the production of computerized documents under the Supply Agreement. Pursuant
to this agreement, Intercomsoft was provided with the guidance and support
required for the installation and operation of the equipment, as well as the
materials required for its maintenance.

On March 24, 2005, Intercomsoft and Supercom
entered into a Termination Agreement, terminating the Sales Agreement.
Notwithstanding, pursuant to the terms of the Termination Agreement, Supercom,
in consideration of certain payments to be made to it, agreed to continue to
supply Moldova with such equipment, consumables, software and technology during
the remaining term of the Supply Agreement, pursuant to the requirements of the
Supply Agreement. Supercom agreed not to take any action, directly or
indirectly, to interfere with Intercomsofts contractual rights with Moldova or
to, in any way, cause Moldova to terminate or not renew the Supply Agreement
and agreed to pay to Intercomsoft certain amounts specified in the Termination
Agreement as liquidated damages in the event of any breach or default by
Supercom thereunder. Except and as to the extent provided under the Termination
Agreement, Intercomsoft has no other rights to Supercoms proprietary
technology as referred to above.

The Company has no current business
activities that generate revenue.

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

NOTE 6-SHAREHOLDERS EQUITY

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

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

- 21 -

NOTE 7-RELATED
PARTY TRANSACTIONS AND BALANCES

Transactions

2008

2007Compensation and related expenses to
 Chairman (1)

$
318,000

$
318,000Cash advance from Royal HTM Group (2)


221,000


106,000Cash advances in the form of direct
 payment of expenses by Royal HTM Group (2)


317,000


591,000Business development services (2)


120,000


120,000$
976,000

$
1,135,000(1)
Mr. Boris Birshtein serves as the Companys
 Chairman of the Board of Directors (the Chairman) on a month-to-month
 basis.(2)
The Company has engaged Royal HTM Group, Inc., a
 Canadian company beneficially owned and controlled by the Chairman, to render
 certain business development services to the Company. Royal HTM Group has
 also advanced money to the Company to fund its expenses, and as of May 30,
 2008 is the Companys majority shareholder.Balances

Payables
to related parties consist of the following:

DECEMBER 31,2008

2007Amount due to the Chairman and a company owned and controlled by such
 individual.

$
1,846,000

$
1,587,000Accrued compensation due to the Chairman.


889,000


571,000$
2,735,000

$
2,158,000These amounts are
non-interest bearing and due on demand.

NOTE 8-STOCK
COMPENSATION PLANS

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

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

- 22 -

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

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

Inside
 Plan

Outside
 Plan

TotalBalance 
 January 1, 2007


3,870,000


5,250,000


9,120,000Granted








Exercised








Cancelled,
 year-end 2007





(2,250,000
)

(2,250,000
)Balance 
 December 31, 2008 and 2007


3,870,000


3,000,000


6,870,000The following
table summarizes information regarding stock options outstanding at December
31, 2008:

Exercise
 Price
 Range

Number of
 Options
 Outstanding

Weighted
 Average
 Remaining
 Contractual Life

Weighted
 Average
 Exercise
 Price

Number of
 Shares
 Exercisable$ 0.01

6,870,000

1.1

0.01

6,870,000NOTE 9-INCOME
TAX

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

DECEMBER 31,2008

2007Income tax
 (benefit) at statutory rate of 34%

$
(562,000
)
$
(450,000
)Net
 operating loss carryforward (used) not utilized


562,000


450,000$


$
- 23 -

Deferred tax
assets and liabilities consist of:

DECEMBER 31,2008

2007Deferred tax
 assets (liabilities):Amortization of intangibles

$
(4,470,000
)
$
(3,935,000
)Net operating loss carryforward


3,358,000


2,796,000Capital loss carryforward


2,706,000


2,706,0001,594,000


1,567,000Valuation
 allowance (see Note 2)


(1,594,000
)

(1,567,000
)$


$
NOTE
10-SEGMENT INFORMATION

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

YEAR ENDED
DECEMBER 31, 2008

Intercomsoft

Corporate and
 Administrative

TotalRevenue

$


$


$
Operating expenses


662,000


990,000


1,652,000Net income (loss)

$
(662,000
)
$
(990,000
)
$
(1,652,000
)YEAR ENDED
 DECEMBER 31, 2007Intercomsoft

Corporate and
 Administrative

TotalRevenue

$


$


$
Operating expenses


(34,000
)

1,233,000


1,267,000Net income (loss)

$
(34,000
)
$
(1,233,000
)
$
(1,267,000
)- 24 -

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

ITEM 8 A.
CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and
Procedures

As
of the end of the period covered by this Annual Report, the Company carried
out, under the supervision and with the participation of the Companys
management, including its Chief Executive Officer and Chief Financial Officer,
an evaluation of the effectiveness of the design and operation of the Companys
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) in ensuring that information
required to be disclosed by the Company in its reports is recorded, processed,
summarized and reported within the required time periods. In carrying out that
evaluation, management identified a material weakness (as defined in Public
Company Accounting Oversight Board Standard No. 2) in our internal control over
financial reporting regarding a lack of adequate segregation of duties.
Accordingly, based on their evaluation of our disclosure controls and
procedures as of December 31, 2008, the Companys Chief Executive Officer and
its Chief Financial Officer have concluded that, as of that date, the Companys
controls and procedures were not effective for the purposes described above.

There
was no change in the Companys internal control over financial reporting (as
defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
during the period ended December 31, 2008 that has materially affected or is
reasonably likely to materially affect the Companys internal control over
financial reporting.

Managements Report on Internal Control over
Financial Reporting

Management
of the Company is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under
the Securities Exchange Act of 1934. We have assessed the effectiveness of
those internal controls as of December 31, 2007, using the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) Internal Control  Intergrated Framework
as a basis for our assessment.

Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies
and procedures may deteriorate. All internal control systems, no matter how
well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

- 25 -

A
material weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects the Companys
ability to initiate, authorize, record, process, or report external financial
data reliably in accordance with accounting principles generally accepted in
the United States of America such that there is more than a remote likelihood
that a material misstatement of the Companys annual or interim financial
statements that is more than inconsequential will not be prevented or detected.
In the course of making our assessment of the effectiveness of internal
controls over financial reporting, we identified a material weakness in our
internal control over financial reporting. This material weakness consisted of
inadequate staffing and supervision within the bookkeeping and accounting
operations of our company. The relatively small number of individuals who have
bookkeeping and accounting functions prevents us from segregating duties within
our internal control system. The inadequate segregation of duties is a weakness
because it could lead to the untimely identification and resolution of
accounting and disclosure matters or could lead to a failure to perform timely
and effective reviews.

As
we are not aware of any instance in which the Company failed to identify or
resolve a disclosure matter or failed to perform a timely and effective review,
we determined that the addition of personnel to our bookkeeping and accounting
operations is not an efficient use of our very limited resources at this time
and not in the interest of our shareholders.

This
Annual Report does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only managements
report in this Annual Report.

PART III

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

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

NAME


AGE

POSITION WITH COMPANYBoris
 Birshtein

62

Chairman of
 the Board of DirectorsYuri
 Benenson

55

Director;
 Chief Executive OfficerWalter J.
 Perchal

58

DirectorJack
 Braverman

40

Director;
 Chief Financial Officer- 26 -

Background of Executive Officers and
Directors

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

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

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

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

Section 16(a) Beneficial Ownership Reporting
Compliance

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

- 27 -

ITEM 10.
EXECUTIVE COMPENSATIONFor
the years ended December 31, 2008 and 2007, the following individuals received
the following compensation for services rendered to us. See Employment
Agreements for a description of compensation arrangements entered into by us
with certain of our executive officers and directors.

Summary Compensation Table

Annual
        Compensation
    
    Long
        Term CompensationAWARDSName
        & Principal Position
    
    Year
    
    Salary
        ($)
    
    Other
        Annual
        Compensation
        ($)
    
    Securities
        Underlying
        Options/ SARs
    
    All
        Other
        CompensationBoris
        Birshtein
    
    2008
    
    $
    276,570
    (1)
    $
    72,144
    (2)
    Chairman
        of the Board
    
    2007
    
    $
    276,570
    (1)
    $
    72,162
    (3)Yuri
        Benenson
    
    2008
    
    $
    
    
    
    84,300
    (4)
    Chief
        Executive Officer
    
    2007
    
    $
    
    
    
    104,216
    (4)Jack
        Braverman
    
    2008
    
    $
    90,000
    (5)
    $
    21,216
    (7)
    Chief
        Financial Officer
    
    2007
    
    $
    94,416
    (6)
    $
    17,559
    (7)(1)
    Such
        amount was accrued but not paid to Mr. Birshtein.(2)
    Such
        amount represents a monthly expense allowance $1,800 totaling $21,600
        annually, all of which was accrued but not paid, and $50,544 for auto
        lease and insurance premiums paid on behalf of Mr. Birshtein(3)
    Such
        amount represents a monthly expense allowance $1,800 totaling $21,600
        annually, all of which was accrued but not paid, and $50,562 for auto
        lease and insurance premiums paid on behalf of Mr. Birshtein(4)
    Such
        amount was paid by Royal HTM Group, Inc., on behalf of Trimol Group, Inc.
        to Galant International Investments Ltd, an entity in which Mr. Benenson
        is an officer.(5)
    Such
        amount was accrued but not paid toMr.
        Braverman(6)
    Of such
        amount $25,116 was paid to Mr. Braverman and $69,300 was accrued and remains
        unpaid.(7)
    Such
        amounts represent auto lease and insurance premiums paid on behalf of
        Mr. Braverman.Options/SAR Grants in Last Fiscal Year to
Officers and Directors

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

Compensation of Directors

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

- 28 -

no such
payments made to any outside Director.

Employment Agreements

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

2001 Omnibus Plan, As Amended

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

Summary of 2001
Omnibus Plan, as amended

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

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

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

- 29 -

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

- 30 -

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

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

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

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

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

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

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

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

- 31 -

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERSThe
following table sets forth information concerning the beneficial ownership of
shares of our common stock with respect to stockholders who were known by us to
be the beneficial owners of more than 5% of our common stock as of December 31,
2008, and our officers and directors, individually and as a group. Unless
otherwise indicated, the beneficial owner has sole voting and investment power
with respect to such shares of common stock.

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

As of December 31, 2008 (1)NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE OF
 BENEFICIAL OWNER

PERCENT OF CLASSBoris
 Birshtein1285 Avenue of the
 Americas, 35th Floor
 New York, New York, 10019

56,922,000
(2)

66
%Royal HTM
 Group87 Scollard Street
 Toronto, Ontario M5R 1G4

48,275,000
(3)

56
%Yuri
 Benenson1285 Avenue of the
 Americas, 35th Floor
 New York, NY10019

1,000,000


1.16
%Jack
 Braverman1285 Avenue of the
 Americas, 35th Floor
 New York, NY 10019

1,500,000
(4)

1.74
%Walter J.
 Perchal
 1285 Avenue of the Americas, 35th Floor
 New York, New York, 10019




P.L.T.
 International, Inc87 Scollard Street
 Toronto, Ontario M5R 1G4

8,225,000


9.5
%All Executive Officers and
 Directors as a Group (4 persons) (5)

59,422,000


68.82
%(1)
Based on a total of
 86,342,328 shares of common stock, which includes: (i) 79,472,328 shares of
 common stock issued and outstanding as of December 31, 2008; (ii) options to
 purchase 3,870,000 shares of our common stock granted pursuant to the 2001
 Omnibus- 32 -

Plan, as amended; and,
 (iii) options to purchase 3,000,000 shares of our common stock granted
 outside of the 2001 Omnibus Plan, as amended.(2)
Represents 4,737,000
 shares of our common stock owned directly by Mr. Birshtein; 3,910,000 shares
 of our common stock owned by Magnum Associates, Inc., of which Mr. Birshtein
 is the sole shareholder; and, 48,275,000 shares of our common stock owned by
 Royal HTM Group, of which Mr. Birshtein is an indirect owner.(3)
Royal HTM Group is our
 majority shareholder. Mr. Birshetin, is an indirect owner of Royal HTM Group.(4)
Consists of 1,000,000
 shares of our common stock and an option granted on November 2, 2004, under
 our 2001 Omnibus Plan, as amended, to purchase up to 500,000 shares of our
 common stock. Such option has a term of five years and an exercise price of
 $0.01 per share.(5)
Includes Messrs.
 Birshtein, Benenson, Braverman and Perchal.ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSDuring
each of 2008 and 2007, we accrued $276,000 in compensation and $21,600 in
expenses due to Mr. Boris Birshtein related to his performance as the Chairman
of the Board.

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

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

ITEM 13.
PRINCIPAL ACCOUNTANT FEES AND SERVICESParitz
& Company, P.A. (Paritz) serves as our principal accountant. In 2008,
Paritz billed us $25,500 for audit and review fees and $3,250 for tax return
preparation and related fees.

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

ITEM 14.
EXHIBITSThe
exhibits listed below are filed as part of this Annual Report.

- 33 -

Exhibit

Document3.1

Articles of
 Incorporation (incorporated by reference to the Registration Statement on
 Form 10-SB filed with the Securities and Exchange Commission under File No.
 000-28144).3.2

By-laws (incorporated
 by reference to the Registration Statement on Form 10-SB filed with the
 Securities and Exchange Commission under File No. 28144).4

January 24,
 2001 Definitive Information Statement filed with the Securities and Exchange
 Commission (incorporated herein by reference).4.1

July 19,
 2001 Information Statement filed with the Securities and Exchange Commission
 (incorporated herein by reference).10.1

January 11,
 2001 Technology Acquisition Agreement between Trimol Group, Inc. and
 Aluminum-Power Inc. (incorporated herein by reference to the Definitive
 Information Statement filed with the Securities and Exchange Commission).10.2

January 11,
 2001 License Agreement between Trimol Group, Inc. and Aluminum-Power Inc.
 (incorporated herein by reference to the Definitive Information Statement
 filed with the Securities and Exchange Commission).10.3

July 1, 2001
 Research & Development Agreement between Aluminum-Power Inc. and Trimol
 Group, Inc. (incorporated herein by reference to Form 10-KSB filed with the
 Securities and Exchange Commission for the year ended December 31, 2001).10.4

March 24,
 2005 Termination Agreement between Intercomsoft Limited and Supercom Limited
 (incorporated herein by reference to Form 8-K filed with the Securities and
 Exchange Commission on March 28, 2005).10.5

May 31, 2008
 Termination Agreement by and between Trimol Group, Inc. and Aluminum Power,
 Inc. (filed as an exhibit to Current Report Form 8-K as filed with the
 Securities and Exchange Commission on June 3, 2008 and incorporated herein by
 reference thereto).10.6

July 9, 2008
 Amendment No. 1 To Termination Agreement by and between Trimol Group, Inc.
 and Aluminum Power Inc. (filed as an exhibit to Current Report Form 8-K as
 filed with the Securities and Exchange Commission on July 16, 2008 and
 incorporated herein by reference thereto).21

Subsidiary of the Registrant.- 34 -

23

Consent of Paritz & Company, P.A.31.1

Chief Executive Officer Certification31.2

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.- 35 -

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 15th day of April,
2009.

TRIMOL GROUP, INC.By:
/s/ Yuri
 BenensonName:
Yuri
 BenensonTitle:
Chief
 Executive Officer and DirectorBy:
/s/ Jack
 BravermanName:
Jack
 BravermanTitle:
Chief
 Financial Officer and DirectorIn
accordance
with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

By:
/s/ Boris
 Birshtein
Date: April
 15, 2009Name:
Boris
 BirshteinTitle:
Chairman of
 the Board and DirectorBy:
/s/ Yuri
 Benenson
Date: April 15, 2009Name
Yuri
 BenensonTitles:
Chief
 Executive Officer and DirectorBy:
/s/ Jack
 Braverman
Date: April
 15, 2009Name:
Jack
 BravermanTitle:
Chief
 Financial Officer and DirectorBy:
/s/ Walter
 Perchal
Date: April
 15, 2009Name:
Walter
 PerchalTitle:
Director- 36 -