U.S.
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-KSB ANNUAL REPORTPURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 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-KSB or any
amendment to this Form 10-KSB. o Issuers revenues for fiscal
year ended December 31, 2006 were $640,000. The aggregate market value
of the voting common equity held by non-affiliates of the Registrant was
approximately $88,253 as of March 31, 2007. The number of shares
outstanding of the Registrants common stock, as of March 31, 2007 was
100,472,328. 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 1ITEM 1.
DESCRIPTION
  OF BUSINESS

1ITEM 2.
DESCRIPTION
  OF PROPERTY

2ITEM 3.
LEGAL
  PROCEEDINGS

2ITEM 4.
SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY HOLDERS

3PART IIITEM 5.
MARKET FOR
  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

3ITEM 6.
MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

4ITEM 7.
FINANCIAL
  STATEMENTS

8Report of
  the Independent Auditors

8Consolidated
  Balance Sheet

9Consolidated
  Statement of Operations

10Consolidated
  Statement of Changes in Shareholders Deficiency

11Consolidated
  Statement of Cash Flows

12Notes to
  Consolidated Financial Statements

13ITEM 8.
CHANGES IN
  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

21ITEM 8-A
CONTROLS AND
  PROCEDURES

21PART IIIITEM 9.
DIRECTORS,
  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16
  (a) OF THE EXCHANGE ACT

21ITEM 10.
EXECUTIVE
  COMPENSATION

22ITEM 11.
SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

27ITEM 12.
CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS

28ITEM 13.
EXHIBITS
  AND REPORTS ON FORM 8-K

29PART I

ITEM 1.
DESCRIPTION OF BUSINESSBusiness Development

We were
incorporated on May 6, 1953 under the laws of the State of Delaware. 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.

Intercomsoft Limited

Intercomsoft
Limited is a technology intensive company engaged in the operation of a
computerized photo identification and database management system utilized in
the production of a variety of secure essential government identification
documents such as passports, drivers licenses, national identification
documents and other forms of essential personal identification.

Although it
is interested in developing other opportunities, Intercomsofts only customer
since 1996 is the Government of the Republic of Moldova, pursuant to a ten (10)
year 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. Under the terms of the Supply Agreement, Intercomsoft
supplied all of the equipment, technology, software, materials and consumables utilized
by the Government for the production of all national passports, drivers,
licenses, vehicle permits, identification cards and other government authorized
identification documents used in the Republic of Moldova.

To support
its efforts in the Republic of Moldova, Intercomsoft has 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. On March 24, 2005
Intercomsoft and Supercom entered into a Termination Agreement terminating the
Sales Agreement. Notwithstanding such termination, pursuant to the Termination
Agreement, and in consideration of certain payments to be made to it, Supercom
agreed to continue to supply the Government of Moldova with such equipment,
consumables, software and technology during the remaining term of the Supply
Agreement, upon the request of the Government pursuant to the requirements of
the Supply Agreement. 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.

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

1

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 is derived from Intercomsofts
activities under the Supply Agreement, if the Supply Agreement is not renewed
or extended we will have no source of revenues as a consequence of the
expiration of such Agreement. This event will have a material adverse effect on
Intercomsoft as well as on us.

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 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 our 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.

Our
Employees

We
currently do not have any full time employees. However, in addition to
individuals who work in various capacities for, or on behalf of our subsidiary,
Intercomsoft Limited, we do have a number of individuals and entities that
provide services to us on a consulting or advisory basis. See Certain
Relationships and Related Transactions.

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 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

2

of the Republic of Moldova and the Government
of the Republic of Moldova seeking damages of approximately $41,000,000 for
breach of contract and an injunction prohibiting Moldova from producing further
essential government documents in accordance with the terms of
the Supply Agreement. 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 20, 2006, Intercomsoft filed a Demand for Arbitration with the
International Chamber of Commerce, International Court of Arbitration, in
Geneva, Switzerland. The Demand repeats and incorporates the claims that were
set forth in the Complaint in the withdrawn prior action noted above.

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

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

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 MATTERSOur common
stock is quoted and traded on a limited and sporadic basis on the OTC Bulletin
Board operated by The Nasdaq Stock Market, Inc. 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 OTC Bulletin Board, Nasdaq
Trading and Market Services. Such quotations reflect inter-dealer prices,
without real mark-ups, mark-downs or commissions, and may not necessarily
represent actual transactions. We had 406 stockholders of record as of December
31, 2006.

3

Fiscal 2006


High

LowFourth
  Quarter


$
0.04


$
0.03Third
  Quarter


$
0.10


$
0.03Second
  Quarter


$
0.25


$
0.01First
  Quarter


$
0.03


$
0.01Fiscal 2005


High

LowFourth
  Quarter


$
0.03


$
0.02Third
  Quarter


$
0.04


$
0.01Second
  Quarter


$
0.09


$
0.01First
  Quarter


$
0.03


$
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.

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

During the
fiscal year ended December 31, 2006, there were no options granted pursuant to
the 2001 Omnibus Plan, as amended. A total of 1,600,000 options were canceled
in fiscal year 2006 that had been previously issued under the Plan.

As of
December 31, 2006, 3,870,000 options were issued and outstanding under the 2001
Omnibus Plan, as amended, and 5,250,000 options which were not issued under
such Plan were issued and outstanding.

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.

Plan of Operation

General

As more
fully described above, Intercomsoft, Ltd. operates in and derives its revenues
solely

4

from services performed for the Government of the Republic of Moldova
pursuant to a Supply Agreement that expired by its terms in April 2006.

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 April 29, 1996 Supply Agreement
between it and Intercomsoft 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 we are
currently contesting the claimed non-renewal of such Agreement.

However,
inasmuch as our only current revenues are derived from Intercomsofts
activities under the Supply Agreement, if the Supply Agreement is not renewed
or extended, we will have no source of revenues as a consequence of the
expiration of such Agreement. This event will have a material adverse effect on
Intercomsoft as well as on us.

In addition
to Intercomsoft, in the first quarter of 2001 we acquired certain rights to an
aluminum-air fuel cell technology for use in portable consumer electronic
devices such as cellular telephones and laptop computers. From the time we
acquired such technology in January 2001 through the second quarter of 2003 we
engaged in research, development and marketing efforts in connection with such
technology. In addition, we actively sought strategic business partners to
commercialize the technology and pursued the prosecution of our patent
applications resulting in the issuance by the US Patent and Trademark Office of
two patents on such technology.

We have not
actively pursued development of this technology since the second quarter of
2003, and do not intend to further pursue the development of such technology.

Results of Operations

General

Intercomsoft
operates in, and derives its revenues solely from, services performed for the
Government of the Republic of Moldova pursuant to the Supply Agreement with
such Government which, unless renewed, expired by its terms on April 29, 2006.
Although Intercomsoft is interested in expanding its services to areas outside
of Moldova, to date, no such opportunities have materialized.

Comparison of Year
Ended December 31, 2006 to Year Ended December 31, 2005

During the
fiscal year ended December 31, 2006, we had revenues resulting solely from
Intercomsofts production of government documents in Moldova of $640,000 as
compared to $8,129,000 for 2005. The decrease in revenue of $7,489,000 in 2006
is the result of the expiration and non-renewal of the Supply Agreement with
the Government of Moldova, which we are currently contesting.

During the
fiscal year ended December 31, 2006, Intercomsofts costs associated with
generating these revenues were $593,000, as compared with $2,607,000 for 2005.
This resulted in gross profit for Intercomsoft of $36,000 and $5,522,000 for
the fiscal years ending December 31, 2006 and 2005, respectively, a decrease of
$5,486,000. Such decrease was the result of the expiration and

5

non-renewal of the Supply Agreement as more fully detailed above.

General and
administrative expenses for the fiscal year ending December 31, 2006 were
$1,375,000 which consisted of $29,000 from Intercomsoft and $1,346,000 of
general corporate and administrative expenses. For the same period in 2005
general and administrative expenses were $2,195,000, which consisted of
$143,000 from Intercomsoft and $2,052,000 of general corporate and administrative
expenses. General corporate and administrative expenses decreased in year 2006
due to the decreased operational activities of the Company resulting from the
expiration and non-renewal of the Supply Agreement noted above.

There were
no public relations, marketing and advertising expenses for fiscal year ending
December 31, 2006. For the same period in 2005, such expenses aggregated
approximately $2,872,000, all of which were attributable to Intercomsoft for
marketing expenses relating to efforts to expand the use of Intercomsofts
services. All marketing efforts were suspended in 2006 due to the
unavailability of funds resulting from the expiration and non-renewal of the
Supply Agreement as noted above.

There were
no research and development costs related to our aluminum-air fuel cell in
either year 2006 or 2005. All such efforts were suspended in the second quarter
of 2003.

We had a
net loss from operations of approximately $1,328,000 for 2006 as compared to a
net profit of $455,000 for 2005.

Liquidity & Capital Resources

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.

Forward
Looking Statements

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

Available Information

We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the Exchange Act), and, in accordance therewith, 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

6

of such material may also be obtained upon written request addressed to
the Commission, Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains an
Internet web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at www.sec.gov.

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

7

ITEM 7.
FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

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

We have audited the
accompanying consolidated balance sheet of Trimol Group, Inc. and subsidiary
(the Company) as of December 31, 2006 and the related consolidated statements
of operations, changes in shareholders deficiency and cash flows for the years
ended December 31, 2006 and 2005. 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 1 to the financial statements, the
Companys only customer has notified the Company that it does not intend to
renew its contract which expired April 29, 2006 and, as a result the Company
has not generated any revenue since such date. In addition, as shown on the
accompanying balance sheet, the Companys liabilities exceeded its assets by
$1,408,000. These circumstances raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

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,
2006 and the results of its operations and cash flows for each of the two years
in the period ended December 31, 2006 in conformity with accounting principles
generally accepted in the United States of America.

PARITZ
  & COMPANY, P.A.Dated: April 4, 2007
  Certified Public Accountants
  Hackensack, New Jersey8

TRIMOL
  GROUP, INC.CONSOLIDATED
  BALANCE SHEETDECEMBER 31, 2006ASSETSCurrent assets:Cash

$
13,000Total current assets


13,000Property and
  equipment, net


61,000TOTAL ASSETS

$
74,000LIABILITIESCurrent
  liabilities:Related parties

$
1,023,000Accrued expenses


459,000TOTAL LIABILITIES


1,482,000SHAREHOLDERS
  DEFICIENCY


(1,408,000
)TOTAL LIABILITIES
  AND SHAREHOLDERS DEFICIENCY

$
74,000The accompanying
  notes are an integral part of the financial statements.9

TRIMOL
  GROUP, INC.CONSOLIDATED
  STATEMENT OF OPERATIONSYear Ended
  December 31, 2006

Year Ended
  December 31, 2005REVENUES

$
640,000

$
8,129,000OPERATING
  EXPENSES:Cost of revenues


593,000


2,607,000Marketing and
  promotion





2,872,000General and
  administrative expenses


1,375,000


2,195,000TOTAL OPERATING
  EXPENSES


1,968,000


7,674,000NET INCOME (LOSS)

$
(1,328,000
)
$
455,000Net income (loss)
  per share (Basic and Diluted)

$
(.01
)
$
.005WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING-BASIC AND DILUTED


100,472,328


100,472,328The accompanying
  notes are an integral part of the financial statements10

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

ADDITIONAL
  PAID-IN
  CAPITALSHARES 
  OUTSTANDING

AMOUNT


DEFICIT

TOTALBALANCE  JANUARY
  1, 2005


100,472,328

$
1,005,000

$
5,339,000

$
(6,879,000
)
$
(535,000
)Net income











455,000


455,000BALANCE  DECEMBER
  31, 2005


100.472,328


1,005,000


5,339,000


(6,424,000
)

(80,000
)Net loss











(1,328,000
)

(1,328,000
)BALANCE  DECEMBER
  31, 2006


100,472,328

$
1,005,000

$
5,339.000

$
(7,752,000
)
$
(1,408,000
)The accompanying
  notes are an integral part of the financial statements.11

TRIMOL GROUP, INC.

CONSOLIDATED
  STATEMENT OF CASH FLOWSYear Ended
  December 31, 2006

Year Ended
  December 31, 2005CASH FLOWS FROM OPERATING
  ACTIVITIESNet income (loss)


$
(1,328,000
)


$
455,000ADJUSTMENTS TO RECONCILE
  NET INCOME TONET CASH USED IN OPERATING
  ACTIVITIESDepreciation of property
  and equipment



11,000




34,000Accrued expenses to related
  parties



311,000




CHANGES IN OPERATING ASSETS
  AND LIABILITIESAccounts receivable



646,000




16,000Accounts payable



(267,000
)



72,000Accrued expenses



(86,000
)



(16,000
)NET CASH PROVIDED BY (USED
  IN) OPERATING ACTIVITIES



(713,000
)



561,000CASH FLOW FROM FINANCING
  ACTIVITIESProceeds from
(repayment to) related parties



712,000




(582,000
)NET CASH PROVIDED BY (USED
  IN) FINANCING ACTIVITIES



712,000




(582,000
)DECREASE IN CASH



(1,000
)



(21,000
)CASH - BEGINNING OF YEAR



14,000




35,000CASH - END
  OF YEAR


$
13,000



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

In addition,
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.
See Note 3.

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

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

On
June 27, 2006, the Company and Intercomsoft commenced an action in the United
States District Court for the Southern District of New York against the
Ministry of Economics of the Republic of Moldova and the Government of the
Republic of Moldova seeking damages of approximately $41,000,000 for breach of
contract and an injunction prohibiting Moldova from producing further essential government documents in accordance
with the terms of the Supply Agreement. As a consequence of discussions with
counsel to the defendants in this action, the Company withdrew the action in
August 2006, without prejudice to its rights to reinstate it in the United
States courts.

On September 20, 2006,
Intercomsoft filed a Demand for Arbitration (the Demand) with the
International Chamber of Commerce, International Court of Arbitration, in
Geneva, Switzerland. The Demand repeats and incorporates the claims that were
set forth in the Complaint in the withdrawn prior action noted above. There can be no
assurance as to the outcome of such arbitration proceeding.

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

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

13

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

NOTE
2-SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

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

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 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.

Research and Development

The Company
charges all research and development costs to expense as incurred.

Marketing and Promotion

The Company
expenses all marketing and promotion costs as incurred.

Revenue Recognition

Revenue by and
between Intercomsoft and the Government of the Republic of Moldova is
recognized upon the quantity of product (number of computerized documents)
produced during the period reported.

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

14

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 is 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 Issued Accounting Standards

In May 2005, the FASB issued Statement 154 Accounting Changes and
Error Corrections, a replacement of APB Opinion 20 and FASB Statement No. 3.
The standard requires retrospective application to prior periods financial
statements of a voluntary change in accounting principle unless it is deemed
impracticable. The standard states that a change in method of depreciation,
amortization or depletion for long-lived, non-financial assets be accounted for
as a change in accounting estimate that is affected by a change in accounting
principle. The standard was effective for accounting changes and corrections of
errors made occurring in fiscal years beginning after December 31, 2005.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting and
reporting for uncertainty in income taxes recognized in accordance with SFAS
No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition threshold and measurement attribute for financial statement
recognition and measurement of a tax position taken or expected to be taken in
a tax return, and also provides guidance on various related matters such as
recognition, interest and penalties, and disclosure. The Company will adopt FIN
48 in the first quarter of 2007, and does not expect the adoption of the
Interpretation to have a material impact on its Consolidated Financial
Statements.

Stock Compensation Plans

In December 2004, the FASB issued SFAS No. 123 (SFAS No 123R), Share-Based
Payment. This standard eliminates the ability to account for
share-based compensation transactions using the intrinsic value-based method
under APB Opinion No. 25, Accounting for Stock Issued to Employees,
and requires instead that such transactions be accounted for using a
fair-value-based method. SFAS No. 123R is effective for financial statements
issued for the first interim period beginning after December 15, 2005. Currently,
the Company discloses pro forma and net income and related pro forma income per
share information in accordance with SFAS No. 123, Accounting for Stock-Based Compensation,
and SFAS No. 148, Accounting for Stock-Based Compensation Costs  Transition and
Disclosure. The Company adopted this standard beginning January 1,
2006, which did not have a material impact on the Company.

15

NOTE 3-RISKS AND UNCERTAINTIES

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

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

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

The Company has no current source of revenue.

The
Companys sole revenue source for the years ended December 31, 2006 and 2005
was from Intercomsoft whose only customer is the Republic of Moldovas Ministry
of Economics to which it supplies its goods and services pursuant to the Supply
Agreement between the Government of Moldova and Intercomsoft.

On
or about February 11, 2006, the Company received a notice from the Government
of the Republic of Moldova advising the Company that it did not intend to renew
the Supply Agreement which, unless renewed, expired by its terms on April 29,
2006. The Company believes that such non-renewal notice may not have been sent
timely under the applicable provisions of the Supply Agreement. However,
inasmuch as the Companys only revenues are derived from Intercomsofts
activities under the Supply Agreement, as of April 29, 2006, the Company has no
current source of revenue as a consequence of the non-renewal of such
Agreement. Although the Company has contested Moldovas notice of non-renewal
of the Supply Agreement, there can be no assurance as to the outcome of such
dispute. If the Government of the Republic of Moldova does not recognize the
renewal of the Supply Agreement, such event will have a material adverse effect
on Intercomsoft and the Company.

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

On
June 27, 2006, the Company and Intercomsoft commenced an action in the United
States District Court for the Southern District of New York against the
Ministry of Economics of the Republic of Moldova and the Government of the
Republic of Moldova seeking damages of approximately $41,000,000 for breach of
contract and an injunction prohibiting Moldova from producing further essential
government documents in accordance with the terms of the Supply Agreement.
Additionally, the Company has contested Moldovas notice of non-renewal of the
Supply Agreement. The action was withdrawn in August 2006, without prejudice. On September 20, 2006, Intercomsoft filed a
Demand for Arbitration with the International Chamber of Commerce,
International Court of Arbitration, in Geneva, Switzerland. The Demand repeats
and incorporates the claims that were set forth in the Complaint in the
withdrawn prior action noted above. There can be no assurance as to the outcome of
such arbitration proceeding.

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

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

16

1.
The Company is still pursuing such amount and believes it to be a legally valid
receivable.

The Company has terminated its agreement with
Supercom Limited.

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

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

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

Through a joint venture with Aluminum-Power, Inc. (API), 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-PROPERTY AND EQUIPMENT

A summary of
property and equipment and the estimated useful lives used in the computation
of depreciation is as follows:

Amount

LifeDocument processing equipment

$
170,000


5 yearsLess
  accumulated depreciation


109,000$
61,000NOTE
5-SHAREHOLDERS EQUITY

The Company
has authorized 130,000,000 shares of $0.01 par value common stock, of which
100,472,328 shares were issued and outstanding as of December 31, 2006.

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, 2006.

17

NOTE 6-RELATED PARTY TRANSACTIONS AND BALANCES

Transactions

Mr. Boris
Birshtein serves as the Companys Chairman of the Board of Directors (the
Chairman) on a month-to-month basis. During 2006, the Company paid the
Chairman $23,000 and accrued $253,000 in compensation due to him and paid
$44,000 and accrued $20,000 in expenses related to his performance as the
Chairman. In 2005, in addition to his compensation of $277,000, the Company
paid the Chairman a bonus of $178,000 and $582,000 in accrued compensation that
was due to him for services provided by him to the Company in prior years. Such
amounts are included in General and Administrative Expenses on the accompanying
consolidated statement of operations.

During
2005 the Company engaged Royal HTM Group, Inc., a Canadian company beneficially
owned and controlled by the Chairman, to render certain business development
services to the Company. During 2006 the Company paid $99,000 to Royal HTM
Group for such services and $312,000 was accrued and unpaid, of which $21,000
was consulting fees and $291,000 was reimbursement of business expenses. During
2005, $672,000 was paid to Royal HTM Group, Inc. for such services, $422,000 of
which was consulting fees and $250,000 of which was reimbursement of business
expenses.

During
2006 Royal HTM Group lent the Company $178,000 to cover operating expenses for
the year and advanced $260,000 on behalf of the Company for certain services
and expenses it incurred. Such amounts are non-interest bearing and are due on
demand.

Payables
to related parties consist of the following:

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

$
770,000Accrued compensation due to the
  Chairman.


253,000$
1,023,000These amounts
are non-interest bearing and due on demand.

NOTE 7-STOCK COMPENSATION PLANS

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

The maximum number of shares with respect to which the awards may be
granted under the 2001 Omnibus Plan, as amended, is 10,000,000 shares of common
stock; provided, however, that such number of shares of common stock may also
be subject to adjustment, from time to time, at the discretion of the Board of
Directors of the Company. The Company has also issued options outside of the
Omnibus Plan.

18

A summary of option
activity is as follows:

Inside
  Plan

Outside
  Plan

TotalBalance  January
  1, 2004


4,470,000


2,350,000


6,820,000Granted


1,000,000


3,000,000


4,000,000Exercised








Cancelled





(100,000
)

(100,000
)Balance  December
  31, 2005


5,470,000


5,250,000


10,720,000Granted








Exercised








Cancelled


(1,600,000
)




(1,600,000
)Balance  December
  31, 2006


3,870,000


5,250,000


9,120,000The following table
summarizes information regarding stock options outstanding at December 31,
2006:

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

2.2

0.01


6,870,000$
0.21


2,250,000

.4

0.21


2,250,000NOTE 8-INCOME TAX

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

December 31, 2006

December 31, 2005Income tax
  (benefit) at statutory rate of 34%

$
(450,000
)
$
155,000Net operating loss
  carryforward (used) not utilized


450,000


(155,000
)$


$
19

December 31, 2006

December 31, 2005Deferred tax
  assets and liabilities consist of:Deferred tax assets (liabilities):Amortization of intangibles

$
(3,400,000
)
$
(2,865,000
)Net
operating loss carryforward


2,365,000


1,915,000Capital loss carryforward


2,706,000


2,706,0001,671.000


1,756,000Valuation allowance (see Note 2)


(1,671,000
)

(1,756,000
)$


$
NOTE 9-SEGMENT INFORMATION

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

YEAR ENDED DECEMBER 31, 2006

Intercomsoft

Corporate and
  Administrative


TotalNet
sales

$
640,000

$


$
640,000Operating expenses


604,000


1,364,000


1,968,000Net
income (loss)

$
36,000

$
(1,364,000
)
$
(1,328,000
)YEAR ENDED DECEMBER
31, 2005

Intercomsoft

Corporate and
  Administrative

TotalNet sales

$
8,129,000

$


$
8,129,000Operating expenses


5,623,000


2,051,000


7,674,000Net income (loss)

$
2,506,000

$
(2,051,000
)
$
455,00020

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

ITEM 8 A.
CONTROLS AND PROCEDURESOur
Chief Executive Officer and Chief Financial Officer have participated in and
supervised the evaluation of our disclosure controls and procedures (as defined
in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act) that are designed to ensure that information
required to be disclosed by us in the reports that we file is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that the information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure. Our Chief Executive
Officer and Chief Financial Officer determined that, as of the end of the
period covered by this report, these controls and procedures are adequate and
effective in alerting them in a timely manner to material information relating
to the Company required to be included in the our periodic SEC filings. Due to
the inherent limitations of the effectiveness of any established disclosure
controls and procedures, our Chief Executive Officer and Chief Financial
Officer cannot provide absolute assurance that the objectives of their
respective disclosure controls and procedures will be met.

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,
2006, 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

59

Chairman of
  the Board of DirectorsYuri
  Benenson

52

Director;
  Chief Executive OfficerWalter J.
  Perchal

55

DirectorJack
  Braverman

38

Director;
  Chief Financial Officer21

Background of Executive Officers and
Directors

Boris
Birshteinhas 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 and since 1997 he has been the Chairman of the Board and principal
shareholder of Royal HTM Group, Inc. 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., our majority shareholder. 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.

Walter
J. Perchalhas 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 24
years, Mr. Perchal has served as an adjunct Professor at York University in
Toronto, Canada.

Jack
Bravermanhas 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. 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, our majority shareholder, since January 2001. Mr.
Braverman holds a BA in Economics from the University of Western Ontario.

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.

ITEM 10.
EXECUTIVE COMPENSATIONFor
the fiscal years ended December 31, 2006 and 2005, 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.

22

Summary Compensation Table

Annual Compensation

Long Term CompensationAWARDSName & Principal
  Position

Year

Salary ($)

Other AnnualCompensation ($)

Securities
  Underlying
  Options/ SARs

All Other CompensationBoris Birshtein


2005

$
276,570

$
199,100
(1)



$
581,976
(2)Chairman of
  the Board


2006

$
276,570
(3)
$
63,600
(4)Yuri Benenson


2005


- 0-





Chief
  Executive Officer


2006

$
53,320Jack Braverman


2005

$
76,170

$
15,320 (5
)

Chief
  Financial Officer


2006

$
105,120(1)
Reflects the payment of a
  bonus of $177,500 and a monthly expense allowance of $1,800 totaling $21,600
  annually.(2)
Reflects the payment of
  $581,976 in accrued compensation for services rendered in prior periods.(3)
Of such amount, $23,047
  was paid to Mr. Birshtein and the balance was accrued and remains due to him.(4)
Includes a monthly expense
  allowance of $1,800 totaling $21,600 annually. Of such amount, $1,800 was
  paid to Mr. Birshtein and the balance was accrued and remains due to him.
  Also includes $42,000 for auto lease and insurance premiums paid on behalf if
  Mr. Birshtein.(5)
Auto lease and insurance
  premiums paid on behalf of Mr. Braverman.Options/SAR Grants in Last Fiscal Year to
Officers and Directors

In
2006 there were no options granted pursuant to the 2001 Omnibus Plan, as
amended and no outstanding options were exercised during 2006.

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, 2006 and
2005, there were no such payments made to any outside Director.

Mr.
Birshtein has served as our Chairman of the Board since January 1998. He was
compensated for such services in 2006 pursuant to a letter agreement between he
and us dated March 10, 2004 which provides for, among other things, a monthly
consulting fee of $23,047. Mr. Birshteins compensation for the past two years
is set forth in the Summary Compensation Table above.

23

Employment Agreements

The
employment agreement with Boris Birshtein, our Chairman of the Board of
Directors, expired on December 31, 2003 and was not renewed.

Because
such employment agreement was not renewed when it expired, pursuant to the
terms of such agreement we were obligated to make a lump sum severance
compensation payment to Mr. Birshtein of $414,674 which was included in our
consolidated balance sheet under current liabilities for 2003 and 2004 and was
paid in full to Mr. Birshtein in 2005.

Although
the employment agreement expired on December 31, 2003, 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. Additionally, Mr. Birshtein is entitled to receive a monthly expense
allowance of $1,800. Additional compensation paid to Mr. Birshtein is set forth
in the Summary Compensation Table above.

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.

24

The
Omnibus Committee may grant NQSOs or ISOs that are evidenced by stock option
agreements. A NQSO is a right to purchase a specific number of shares of common
stock during such time as the Omnibus Committee may determine, not to exceed
ten years, at a price determined by the Omnibus Committee that, unless deemed
otherwise by the Omnibus Committee, is not less than the fair market value of
the common stock on the date the NQSO is granted. An ISO is an Option that
meets the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the Code). No ISOs may be granted under the 2001 Omnibus Plan, as
amended, to an employee who owns more than 10% of our outstanding voting stock
(Ten Percent Stockholder) unless the option price is at least 110% of the
fair market value of the common stock on the date of grant and the ISO is not
exercisable more than five years after it is granted. In the case of an
employee who is not a Ten Percent Stockholder, no ISO may be exercisable more
than ten years after the date the ISO is granted and the exercise price of the
ISO shall not be less than the fair market value of the common stock on the
date the ISO is granted. Further, no employee may be granted ISOs that first
become exercisable during a calendar year for the purchase of common stock with
an aggregate fair market value (determined on the date of grant of each ISO) in
excess of $100,000. An ISO (or any installment thereof) counts against the
annual limitation only in the year it first becomes exercisable.

The
exercise price of the common stock subject to a NQSO or ISO may be paid in cash
or, at the discretion of the Omnibus Committee, by a promissory note or by the
tender of common stock owned by the Option holder or through a combination
thereof. The Omnibus Committee may provide for the exercise of Options in
installments and upon such terms, conditions and restrictions as it may
determine.

An
SAR is a right granted to a Participant to receive, upon surrender of the
right, but without payment, an amount payable in cash. The amount payable with
respect to each SAR shall be based on the excess, if any, of the fair market
value of a share of common stock on the exercise date over the exercise price
of the SAR, which will not be less than the fair market value of the common
stock on the date the SAR is granted. In the case of an SAR granted in tandem
with an ISO to an employee who is a Ten Percent Stockholder, the exercise price
shall not be less than 110% of the fair market value of a share of common stock
on the date the SAR is granted.

Restricted
Stock is common stock that is issued to a Participant at a price determined by
the Omnibus Committee, which price per share may not be less than the par value
of the common stock, and is subject to restrictions on transfer and/or such
other restrictions on incidents of ownership as the Omnibus Committee may
determine.

A
Performance Award granted under the 2001 Omnibus Plan, as amended (a) may be
denominated or payable to the Participant in cash, common stock (including,
without limitation, Restricted Stock), other securities or other Awards and (b)
shall confer on the Participant the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Omnibus Committee shall establish. Subject to the terms of the
2001 Omnibus Plan, as amended, and any applicable Award agreement, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Omnibus Committee.

25

The
Omnibus Committee may grant Awards under the 2001 Omnibus Plan, as amended,
that provide the Participants with the right to purchase common stock or that
are valued by reference to the fair market value of the common stock
(including, but not limited to, phantom securities or dividend
equivalents).  Such Awards shall be in a
form determined by the Omnibus Committee (and may include terms contingent upon
a change of control of the Company); provided that such Awards shall not be
inconsistent with the terms and purposes of the 2001 Omnibus Plan, as amended.

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

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

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

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

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

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, 2006,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.

26

ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
  OWNERS AND MANAGEMENTThe
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,
2006, 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, 2006(1)NAME OF
  BENEFICIAL OWNER

AMOUNT
  AND NATURE OF
  BENEFICIAL OWNER

PERCENT
  OF CLASSBoris Birshtein

83,422,000
(2 )(3)

76.12
%1285 Avenue of the
  Americas, 35th FloorNew York, New York, 10019Aluminum-Power Inc.87 Scollard StreetToronto, Ontario M5R 1G4

75,275,000
(2)

68.7
%Yuri Benenson




1285 Avenue of the
  Americas, 35th FloorNew York, NY10019Jack Braverman

500,000
(4)

.456
%1285 Avenue of the
  Americas, 35th FloorNew York, NY 10019Walter J. Perchal1285 Avenue of the
  Americas, 35th Floor

75,275
(5)

.066
%New York, New York, 10019P.L.T. International, Inc

8,225,000


7.51
%87 Scollard StreetToronto, Ontario M5R 1G4All Executive Officers and

83,922,000


76.57
%Directors as a Group (4
  persons) (6)27

(1)
Based on a total of
  109,592,328 shares of common stock, which includes: (i) 100,472,328 shares of
  common stock issued and outstanding as of December 31, 2006; (ii) options to
  purchase 3,870,000 shares of our common stock granted pursuant to the 2001
  Omnibus Plan, as amended; and, (iii) options to purchase 5,250,000 shares of
  our common stock granted outside of the 2001 Omnibus Plan, as amended.(2)
Mr. Birshtein is an
  indirect owner of Aluminum-Power Inc., our majority shareholder, that own
  75,275,000 shares of our common stock
  Aluminum-Power Inc.s majority shareholder is Eontech Group Inc. of
  which Birshtein Holdings, Ltd. is the majority owner. Mr. Birshtein directly
  controls Birshtein Holdings, Ltd.(3)
Represents 4,237,000
  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, 75,275,000 shares of our common stock owned by
  Aluminum-Power Inc.(4)
Represents 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)
Represents ownership of
  approximately 1% of Aluminum-Power Inc., the owner of 75,275,000 shares of
  our common stock.(6)
Includes Messrs.
  Birshtein, Benenson, Braverman and Perchal.ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSDuring
2006, we paid our Chairman of the Board $23,000 and accrued $253,000 in
compensation due to him and paid $44,000 and accrued $20,000 in expenses
related to his performance as of Chairman of the Board. In 2005, in addition to
his compensation of $277,000, we paid our Chairman of the Board a bonus of
$178,000 and $582,000 in accrued compensation that was due to him for services
provided by him to us in prior years.

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 2006 we paid $99,000 to Royal HTM Group for
such services and $312,000 was accrued and unpaid, of which $21,000 was
consulting fees and $291,000 was reimbursement of business expenses. During
2005, $677,000 was paid to Royal HTM Group, Inc. for such services, $422,000 of
which was consulting fees and $250,000 of which was reimbursement of business
expenses.

During
2006 Royal HTM Group lent us $178,000 to cover our operating expenses for the
year and advanced $260,000 on our behalf for certain services and expenses we
incurred. Such amounts are non-interest bearing and are due on demand.

28

ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-KThe exhibits
listed below are filed as part of this Annual Report.

Exhibit

Document3(i)

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(ii)

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 by reference).4(i)

July 19,
  2001 Information Statement filed with the Securities and Exchange Commission
  (incorporated herein by reference).10(i)

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(ii)

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(v)

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 (vi)

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).21

Subsidiary
  of the Registrant.29

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.We filed
Current Reports on Form 8-K on February 21, 2006, May 14, 2006, May 27, 2006,
September 26, 2006 and November 28, 2006, all of which are incorporated herein
by reference thereto.

30

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 17th day of April,
2007.

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
  17, 2007Name:
Boris
  BirshteinTitle:
Chairman of
  the Board and DirectorBy:
/s/ Yuri
  Benenson

Date: April
  17, 2007Name
Yuri
  BenensonTitles:
Chief
  Executive Officer and DirectorBy:
/s/ Jack
  Braverman

Date: April
  17, 2007Name:
Jack
  BravermanTitle:
Chief
  Financial Officer and DirectorBy:
/s/ Walter
  Perchal

Date: April
  17, 2007Name:
Walter
  PerchalTitle:
Director31