U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 2001

     [_]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
          ACT OF 1934

    For the transition period from ................... to ...................

Commission file number:  000-26971

                               TRIMOL GROUP, INC.
                 (Name of small business issuer in its charter)


                 DELAWARE                            13-3859706
     (State or other Jurisdiction of     (IRS Employer Identification No.)
              Incorporation)

                          1285 Avenue of the Americas
                                   35th Floor
                           New York, New York, 10019
                         (Address of principal offices)

Registrant's Telephone Number:    (212) 554-4394

Securities to be registered under Section 12(b) of the Exchange Act:

---------------------------------------  ---------------------------------------
         Title of Each Class               Name of each Exchange on which listed
---------------------------------------  ---------------------------------------
Common Stock, par value $0.01 per share             OTC Bulletin Board
---------------------------------------  ---------------------------------------


Securities to be registered under Section 12(g) of the Exchange Act:

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. [X] Yes [_] No

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K (ss. 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. [_]

Issuer's revenues for fiscal year ended December 31, 2001:  $3,886,000

The aggregate market value of the voting common equity held by Non-affiliates of
the registrant is approximately $583,800 as of March 28, 2002.

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are estimated.


<PAGE>


    APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                           THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes ______     No ______

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares  outstanding of the Registrant's  common stock, as of March
31, 2002 is: 100,039,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant's   definitive   information  statement  which  was  filed  with  the
Securities and Exchange Commission (the "Commission") on January 24, 2001, for a
special meeting of  stockholders,  is incorporated by reference  throughout this
Form 10-KSB. In addition,  the Company has incorporated by reference  throughout
this Annual Report the following documents: (i) Current Report on Form 8-K filed
with the  Commission  on December  21, 2000;  (ii) Current  Report on Form 8-K/A
filed with the Commission on January 19, 2001;  (iii) Current Report on Form 8-K
filed with the Commission on March 1, 2001.

     Transitional Small Business Disclosure Format (check one): Yes ___ No _X_

     Certain  statements  in this Annual  Report that are not  historical  facts
constitute  "forward-looking  statements"  within  the  meaning  of the  Federal
securities laws. Discussions  containing such forward-looking  statements may be
found  in the  sections  entitled,  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations"  and "Business," as well in this
Annual Report generally.  In addition, when used in this Annual Report the words
"anticipates,"   "intends,"  "seeks,"  "believes,"  "plans,"   "estimates,"  and
"expects" and similar expressions as they relate to Registrant or its management
are intended to identify such  forward-looking  statements.  Such statements are
subject to a number of risks and uncertainties.  Actual results,  performance or
achievements  could differ  materially from the results expressed in, or implied
by, these  forward-looking  statements.  Registrant  undertakes no obligation to
revise  these  forward-looking  statements  to  reflect  any  future  events  or
circumstances.


<PAGE>


                                TABLE OF CONTENTS


PART I.........................................................................1

   ITEM 1.  DESCRIPTION OF BUSINESS............................................1

   ITEM 2.  DESCRIPTION OF PROPERTY...........................................11

   ITEM 3.  LEGAL PROCEEDINGS.................................................11

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............12



PART II.......................................................................13

   ITEM 5.  MARKET FOR COMMON EQUITY
            AND RELATED STOCKHOLDER MATTERS...................................13

   ITEM 6.  MANAGEMENT'S DISCUSSION AND  ANALYSIS OF
            FINANCIAL  CONDITION AND RESULTS OF OPERATION.....................16

   ITEM 7.  FINANCIAL STATEMENTS..............................................20

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE............................21



PART III......................................................................22

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
            CONTROL PERSONS; COMPLIANCE WITH SECTION
            16(a) OF THE EXCHANGE ACT.........................................22

   ITEM 10. EXECUTIVE COMPENSATION............................................25

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT................................................34

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................37

   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................42


<PAGE>


                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

Business Development

     Currently,  we are in the  business of further  developing  a  mechanically
rechargeable  aluminum-air fuel cell for use with consumer  portable  electronic
devices, with the goal of commercial exploitation.  Additionally, we continue to
operate our wholly-owned subsidiary,  Intercomsoft Limited, a non-resident Irish
company,   which  provides  proprietary   technology  and  auxiliary  consumable
materials used in the production of secure essential  government  identification
documents in the Republic of Moldova (i.e.,  passports,  drivers' licenses,  car
licenses and identification cards).

     We were  incorporated  as United  Production Co., Inc. on May 6, 1953 under
the laws of the State of  Delaware,  having the stated  purpose of  engaging  in
various  oil and  mining  activities.  Since  incorporation,  we have  undergone
several name changes and have been engaged in several different businesses.

     For a brief  period,  our company sold  laser-based  surveying  instruments
until it filed for a Debtor's Petition for Relief under Chapter 11 of the United
States  Bankruptcy Code in November 1984. An order to proceed under Chapter 7 of
the  Bankruptcy  Code was  subsequently  filed on November 7, 1984.  Our company
remained  inactive  from 1984  until  May of 1995,  when a  special  meeting  of
stockholders  was held for the purpose of electing three new directors to assume
control of our company.  Following their election,  the new directors determined
that our company  should become active and seek potential  operating  businesses
and  business  opportunities  with the  intent  to  acquire  or merge  with such
businesses.  For the three years  prior to January 6, 1998,  our company did not
engage in any material operations.

     On January 6, 1998,  a majority  of our  company's  issued and  outstanding
shares of common  stock were  purchased  pursuant  to an  Agreement  and Plan of
Reorganization between the Company,  Edward F. Cowle, H. Deworth Williams,  Gold
Hill  Mines,  Inc.,  an  Idaho  corporation  and  Magnum  Associates,   Ltd.,  a
corporation  organized under the laws of Ireland ("Magnum") and Starbeam Ltd., a
corporation organized under the laws of Ireland ("Starbeam").

     At that time,  new Directors and officers were  appointed to fill vacancies
as  a  result  of   resignations   pursuant  to  the   Agreement   and  Plan  of
Reorganization.  As such,  Mr. Boris  Birshtein was appointed as our Chairman of
the Board of Directors and continues to serve in such capacity.

     Magnum is owned and controlled by Mr. Birshtein, who is also the beneficial
owner of a majority of the shares of our common stock. See "Directors, Executive
Officers,  Promoters  and  Control  Persons",  "Security  Ownership  of  Certain
Beneficial  Owners  and  Management"  and  "Certain  Relationships  and  Related
Transactions".


                                       1
<PAGE>


     Starbeam  is  a  corporation   effectively  owned  and  controlled  by  Mr.
Birshtein. See "Directors,  Executive Officers,  Promoters and Control Persons",
"Security  Ownership of Certain  Beneficial  Owners and Management" and "Certain
Relationships and Related Transactions".

     Pursuant to the Reorganization  Agreement,  the Company acquired all of the
issued and outstanding capital stock of the entities listed below, from Starbeam
and Magnum in exchange for the issuance of an aggregate of 10,000,000  shares of
our common stock.

     In consideration of the issuance of shares of our company's common stock to
Starbeam  and Magnum,  Starbeam  and Magnum  transferred  the  following  to the
Company:

          o    One hundred  percent (100%) of the membership  interests in Jolly
               LLC,  a limited  liability  company  organized  under the laws of
               Wyoming  (hereinafter   referred  to  as  "Jolly"),   which  owns
               sixty-five percent of the issued and outstanding capital stock of
               Jolly Alon Limited, a corporation  incorporated under the laws of
               the Republic of Moldova  (hereinafter  referred to as "JAL"). JAL
               operates and manages the Jolly Alon Hotel in  Chisinau,  Moldova,
               and rents stores and offices located on the hotel property;

          o    One hundred percent (100%) of the issued and  outstanding  shares
               of common stock of Sturge, Ltd. ("Sturge"),  a company limited by
               shares incorporated under the laws of Ireland;

          o    One hundred percent (100%) of the issued and  outstanding  shares
               of  common  stock of  Maximilia,  Ltd.  ("Maximilia"),  a company
               limited  by  shares  incorporated  under  the  laws  of  Ireland.
               Maximilia  and Sturge each owned fifty  percent (50%) (or 100% in
               the  aggregate)  of the issued and  outstanding  capital stock of
               Banca  Commerciala  pe  Actiuni  "Export-Import",  a  corporation
               organized under the laws of the Republic of Moldova  (hereinafter
               referred to as "Banca").  Banca operates as a commercial  bank in
               the Republic of Moldova.

          o    One hundred percent (100%) of the issued and  outstanding  shares
               of  common  stock of Paul  Garnier  Ltd.  ("Garnier"),  a company
               limited by shares incorporated under the laws of Ireland. Garnier
               owned fifteen percent (15%),  Maximilia owned fifty-five  percent
               (55%),  and Banca owned thirty percent (30%)  (collectively,  one
               hundred  percent  (100%)  in the  aggregate)  of the  issued  and
               outstanding  capital  stock of Exim  Asint  S.A.,  a  corporation
               incorporated   under  the  laws  of  the   Republic   of  Moldova
               (hereinafter  referred  to as "Exim").  Exim owns a property  and
               casualty insurance business in the Republic of Moldova.

     As a result of the Agreement and Plan of  Reorganization,  the above listed
entities became wholly owned  subsidiaries  of the Company,  Magnum and Starbeam
became majority stockholders.

     On May 6, 1998,  we acquired  all of the issued and  outstanding  shares of
capital stock of Intercomsoft Limited ("Intercomsoft") in exchange for 1,000,000
shares of our common stock.


                                       2
<PAGE>


Intercomsoft  is a  company  limited  by shares  incorporated  under the laws of
Ireland.  Intercomsoft is the provider of proprietary technology,  equipment and
consumables  used to produce  secure  essential  government  documents,  such as
drivers' licenses and passports, in the Republic of Moldova.

     On June 18, 2000,  we entered into a loan  arrangement  with a  controlling
stockholder,  Magnum.  See  "Certain  Relationships  and Related  Transactions".
Magnum  loaned  us  $796,000,  which we needed to  fulfill  increased  statutory
capital requirements imposed upon our subsidiary, Banca, by the National Bank of
Moldova. Our Board of Directors accepted this loan by resolution after we failed
to obtain the money through independent third parties. On June 28, 2000, we paid
$74,000 of principal on the loan,  thereby reducing the principal amount owed to
$722,000.

     On December 16, 2000,  Magnum  assigned all of its rights,  obligations and
liabilities created under the loan to Starbeam.  See "Certain  Relationships and
Related Transactions".

     The  National  Bank of Moldova  then  issued  risk-based  capital  adequacy
regulations requiring all banks operating with a "B" license, which Banca holds,
to maintain a minimum amount of capital.  Pursuant to these  regulations,  Banca
was forced to again increase its capital, this time, in the amount of $1,216,000
on or prior to December 31, 2000. We were unsuccessful in our attempts to secure
financing through independent third parties to meet these capital  requirements.
In order to raise the $1,216,000 to meet the increased capital  requirements and
for Banca to maintain  its "B"  license,  our Board of  Directors  approved  the
transfer of 100% of the capital  stock of  Maximilia,  a subsidiary at the time,
and 50% of the  capital  stock of Sturge,  another  subsidiary  at the time,  to
Starbeam in exchange for  $1,216,000 in cash plus  satisfaction  of the original
loan to Magnum, which was assigned to Starbeam,  in the then principal amount of
$722,000, being total consideration of $1,938,000.

     Prior to the transactions  outlined above, our Board of Directors  approved
the transfer of all of the capital stock of Exim  directly to Garnier.  Prior to
the transfer to Garnier,  Exim capital stock was owned by 55% by Maximilia,  30%
by Banca,  and 15% by Garnier.  Each of Exim's previous owners was, at the time,
wholly owned, either directly or indirectly, by us.

     During the fiscal years ended December 31, 1999 and 2000, Starbeam,  Magnum
and Intercomsoft  operated in and derived revenues solely from operations in the
Republic of Moldova,  a former  Republic of the Soviet  Union.  It is our belief
that the economic crisis in Russia, at that time, caused an economic slowdown in
the Republic of Moldova and resulted in less disposable income to its population
which  ultimately  had  an  adverse  impact  on us.  In  addition,  the  overall
devaluation  of the Leu, the  currency of the  Republic of Moldova,  had and may
continue to have a significant and adverse impact on our revenues and income and
Intercomsoft.

     Faced with the  prospects of continued  financial  weakening as a result of
the  economic  and  political  climate of the  Republic of Moldova,  we began to
explore  alternative  opportunities  available to us and to divest  ourselves of
certain  of our  assets  operating  in the  Republic  of  Moldova.  We devised a
strategic plan to focus in the area of technology in order to enhance growth and
achieve  long-term  profitability.  As  a  result,  we  began  discussions  with
Aluminum-Power Inc., an alternative


                                       3
<PAGE>


energy  company  that  owns  and  develops  certain  proprietary  rights  to  an
aluminum-air fuel cell technology.  Mr. Birshtein,  the Chairman of our Board of
Directors,  directly  controls the entity that is the majority  owner of Eontech
Group Inc., which in turn is the majority owner of the Aluminum-Power  Inc. (the
owner of a majority of the outstanding shares of our common stock). See "Certain
Relationships and Related Transactions".

     On  February  16,  2001,  we closed  on a  transaction  under a  Technology
Acquisition  Agreement and a License Agreement between  Aluminum-Power  Inc. and
us, dated  January 11, 2001.  This  agreement  and license are  incorporated  by
reference to our Definitive  Information Statement filed with the SEC on January
24, 2001.

     At the time of closing the agreement and license with Aluminum-Power  Inc.,
Mr.  Birshtein  was and  continues  to be the  indirect  beneficial  owner  of a
majority of our common  stock and the common  stock of  Aluminum-Power  Inc. See
"Directors,  Executive  Officers,  Promoters  and  Control  Persons";  "Security
Ownership   of  Certain   Beneficial   Owners  and   Management"   and  "Certain
Relationships and Related Transactions".

     Pursuant  to  the  agreement  and  license  with  Aluminum-Power  Inc.,  in
consideration  of the  receipt of  88,000,000  shares of our common  stock,  and
certain of our assets, Aluminum-Power Inc. transferred to us:

     o    An exclusive  worldwide  license to make,  use and sell a mechanically
          rechargeable metal-air fuel cell solely for use with consumer portable
          electronic  devices  that will allow for an  instantaneous  mechanical
          rechargeable   battery   requiring   no  external   power  source  for
          recharging;

     o    All rights  and title to  certain  technology  relating  to  metal-air
          batteries  and fuel cells  suitable for consumer  portable  electronic
          devices, including two-way radios, wireless telephones, portable audio
          and video players, video cameras and personal computers. The objective
          of this  technology is to create a battery with a virtually  unlimited
          shelf life prior to activation; and,

     o    The design and know-how to a DC/DC Converter designed and developed by
          Aluminum-Power  Inc.  to be used as  part of a full  battery  assembly
          which   will   enable   the   conversion   of  cell   voltage   of  an
          aluminum-metal-air-cathode   battery  to  the   voltage   required  by
          different consumer portable electronic devices.

     In addition to the  88,000,000  shares of our common stock,  we transferred
the following assets to Aluminum-Power Inc.:

     o    One hundred percent (100%) of the membership  interests of Jolly which
          owns sixty-five  percent (65%) of the issued and  outstanding  capital
          stock of JAL. At the time of this  transfer,  JAL operated and managed
          the Jolly Alon Hotel;


                                       4
<PAGE>


     o    One hundred  percent  (100%) of the issued and  outstanding  shares of
          Garnier  which  owns one  hundred  percent  (100%) of the  issued  and
          outstanding  capital stock of Exim, a property and casualty  insurance
          business in the Republic of Moldova;

     o    The remaining fifty percent (50%) of the issued and outstanding shares
          of Sturge,  owned by us, which continued to own fifty percent (50%) of
          the issued and outstanding capital stock of Banca.

     As a result of the  transfer of the above listed  assets to  Aluminum-Power
Inc.,  we divested  ourselves  of all of our  interest in those  businesses  and
refocused our business on the development and  exploitation of the  aluminum-air
fuel cell technology we acquired and licensed from Aluminum-Power Inc., which we
initially  intend to develop for use as a power source for cellular  telephones,
to be followed by a power source for portable laptop computers.

Assets Transferred to Aluminum-Power Inc.

     As a result of our acquisition and licensing of certain  aluminum-air  fuel
cell technology,  the following  businesses were  transferred to  Aluminum-Power
Inc. on February 16, 2001, as described above, and are no longer owned by us.

     o    Banca Commerciala Pe Actiuni "Export-Import"  ("Banca").  Banca (f/k/a
          Banca de  Export-Import  a Moldovei  S.R.L.) was  established in April
          1994 and, in accordance with a Decree of the President of the Republic
          of  Moldova,  was to be owned  sixty-five  percent  (65%)  by  foreign
          investors and thirty-five percent (35%) by the Republic of Moldova.

          o    Banca received its General Banking License from the National Bank
               of Moldova in April 1994 and began operating as a commercial bank
               in June of that  same  year.  Banca  was  originally  a  Moldovan
               division of the Vnesh-Econom Bank of the Soviet Union,  which has
               since become an  international  division of the National  Bank of
               Moldova.

          o    In September 1996, the Republic of Moldova's  thirty-five percent
               (35%)   ownership   interest   was   repurchased   by  Banca  for
               approximately U.S. $700,000.

          o    Banca's  principal office is located in Chisinau,  Moldova,  with
               two branches located in Ungeni and Comrat,  four exchange offices
               in Chisinau,  eleven Registru cash offices (nine in Chisinau, one
               in Ungheni and one in Comrat),  and three specialized offices for
               Western Union services.

          o    Banca  conducts  a  variety  of  commercial   banking  activities
               including,  among other  things,  receipt of  monetary  deposits,
               granting  credit,  transactions  in foreign  currency,  financing
               international   transactions,   and   investing   in   government
               securities.  Banca is, under  Moldovan law, an authorized  dealer
               permitted to


                                       5
<PAGE>


               engage in foreign  currency  transactions  and is licensed to buy
               and  sell  Moldovan  Government  securities.  Furthermore,  Banca
               accepts funds from  depositors on a demand or time deposit basis.
               Interest is paid on all time  deposits,  both in Moldovan Leu and
               U.S. Dollars.  Only demand deposits in Moldovan Leu made by legal
               commercial  entities are  interest  bearing.  Demand  deposits in
               foreign currency, both personal and commercial,  are non-interest
               bearing.  Additionally,  those  persons and entities that deposit
               funds on demand are charged a fee for withdrawing their funds.

     o    Jolly Alon Hotel (the  "Hotel").  In October of 1991,  the Republic of
          Moldova established a holding company,  Seabeco Moldova, SA ("SEMSA"),
          to be sixty-five  percent (65%) owned by a private investor,  with the
          remaining  thirty-five  percent  (35%) to be owned by the  Republic of
          Moldova.  At that time, the Republic of Moldova transferred to SEMSA a
          hotel, the Seabeco Moldova Hotel in Chisinau, Moldova, which it owned.
          Thereafter,  SEMSA and the hotel  changed  their  names to Jolly  Alon
          Limited and Jolly Alon Hotel,  respectively.  In 1998, we acquired the
          sixty-five percent (65%) interest in the Hotel.

          o    The Hotel is primarily used by visiting foreign diplomats,  other
               foreign  embassy  employees,  dignitaries  and  businessmen.  The
               Hotel,  located at M. Chibortero Street,  Chisinau,  Moldova,  is
               situated on government-owned  land on which the Hotel has a fifty
               (50) year lease with the Republic of Moldova.

          o    The Hotel carries Moldova's designation as a four star hotel with
               accommodations  for up to 120  guests  in 80 rooms.  The  Hotel's
               rooms  range from  single  occupancy  rooms to suites as follows:
               single (forty rooms),  double (twenty-nine rooms),  luxury (three
               rooms), deluxe (six rooms) and suites (three).

          o    The Hotel  provides the  following  additional  services:  a full
               service  restaurant,  a bar,  saunas,  an indoor swimming pool, a
               beauty salon, a barbershop,  and room service.  In addition,  the
               Hotel  provides  business  services,   meeting/conference  rooms,
               notarial services,  interpretive services for guests of the major
               European languages, limousine services and tourist services.

          o    The  Hotel's  revenues  are  primarily  derived  from  the  rents
               received  from the rentals of its guest  rooms,  leases of office
               space,  the  restaurant  and bar  operations,  and the leasing of
               private business offices. Currently the Hotel leases office space
               to several businesses and government agencies,  including but not
               limited to the German Embassy and Pricewaterhouse Coopers.

     o    Exim-Asint  S.A.  ("Exim").  Exim has been  engaged  in the  insurance
          business since it began operations in 1995.  Exim's business  consists
          of issuing and  underwriting  policies  exclusively  to  policyholders
          located in the Republic of Moldova.


                                       6
<PAGE>


          o    Exim has  received  government  licenses  to issue the  following
               types of insurance  coverage:  Property  and Casualty  Liability,
               Comprehensive  Liability Property;  Travelers' Medical Insurance;
               Voluntary  Transportation  Means Insurance  (CASCO);  Automobile;
               government  mandated  Third-party  Automobile  Liability;  Cargo;
               Personal Accident; and Voluntary Third Party Liability Coverage.

          o    Exim is heavily dependent on personal contacts between its agents
               and  independent  contractors  with the eventual  clients for the
               marketing of its policies,  which have been accomplished  through
               personal   solicitations,   attendance   at  trade   conferences,
               newspaper and yellow page advertisements.

          o    Exim sells  policies from its main office located in Chisinau and
               from an  extension  office  located at the  Bureau of  Automobile
               Registration  located  in  Chisinau.  It also has a sales  office
               located in the Jolly Alon Hotel,  which  offers  premium  medical
               insurance  to persons  applying  for visas to travel to countries
               within the European Union.

Assets Acquired from Aluminum-Power Inc.

     The following discussion briefly describes the technology that was acquired
and licensed  from  Aluminum-Power  Inc. in exchange for the assets and business
operations described above. Pursuant to the Technology Acquisition Agreement and
the License  Agreement,  both dated  January 11, 2001, we received the following
aluminum-air fuel cell technology:

     o    An exclusive  worldwide  license to make,  use and sell a mechanically
          rechargeable  metal-air  battery  (for use solely in  connection  with
          consumer  portable  electronic  devices),  evidenced by United  States
          Patent and Trademark  Office Patent  Application  Number:  09/522,930,
          filed on March 10,  2000,  titled,  "Ecologically  Clean  Mechanically
          Rechargeable  Air-Metal  Current  Source"  (United  States  Patent No.
          6,355,369,  issued  March 12, 2002) and  Canadian  Patent  Application
          Number:  2,301,470,  filed on December 7, 2000, that will allow for an
          instantaneous  mechanical  rechargeable  battery requiring no external
          power source for recharging;

     o    All rights  and title to  certain  technology  relating  to  metal-air
          batteries  and fuel  cells,  evidenced  by United  States  Patent  and
          Trademark     Office     Patent     Application      Reference     No.
          PNK/M275689/IAROCHENKO,  filed on  December  19,  2000,  and  Internal
          Reference   Patent   Application   #1167   filed  with  the   Canadian
          Intellectual  Property  Office on  February 7, 2000,  and  titled,  "A
          Metal-Air Battery Having In-Situ  Generatable  Electrolyte,"  suitable
          for consumer portable  electronic  devices,  including two-way radios,
          wireless telephones,  portable audio and video players,  video cameras
          and personal computers.  The objective of this technology is to secure
          the idea of a battery with a virtually  unlimited  shelf life prior to
          activation; and,


                                       7
<PAGE>


     o    The design and know-how to a DC/DC Converter designed and developed by
          Aluminum-Power  Inc. as an important  part of a full battery  assembly
          which will enable the  conversion  of cell  voltage of  virtually  any
          aluminum-metal-air-cathode   battery  to  the   voltage   required  by
          different consumer portable electronic devices.

     Since our acquisition of the  aluminum-air  fuel cell technology for use in
portable consumer  electronic devices, we have continued to advance research and
development  with the goal of commercial  exploitation  of such  technology.  As
such, on April 3, 2001,  Aluminum-Power Inc. assigned a Cooperation Agreement to
us, whereby we and SAGEM SA, a European manufacturer of sophisticated electronic
systems and equipment,  have agreed to jointly develop an aluminum-air fuel cell
application  for SAGEM  portable  electronics  focusing on commercial as well as
military applications. The agreement is non-exclusive and allows either party to
work with others in the area of fuel cell or fuel cell technology.

     Furthermore,  on June 1, 2001, in a joint effort with Aluminum-Power  Inc.,
we opened an International Research and Development Center in Toronto,  Ontario,
Canada.  The  R&D  Center  is  located  in a 6,000  square  foot  facility  that
Aluminum-Power  Inc.  leased on March 31, 2001,  for a five-year  term.  We have
agreed to reimburse Aluminum-Power Inc. a percentage of its costs (as such costs
relate to work  specifically  performed for and on behalf of us). The R&D Center
houses a prototype  development  and assembly  facility and a laboratory  with a
full  complement  of  research  and  development   staff  including   mechanical
engineers,  design  engineers,  research and development  scientists and support
staff. See "Certain Relationships and Related Transactions."

Aluminum-Air Fuel Cell Technology

     Scientists at  Aluminum-Power  Inc.  originally  developed our aluminum-air
fuel  cell  technology  over a  six-year  period.  Prior to  1980,  considerable
worldwide  research and  development was underway in the field of metal-air fuel
cells,  including aluminum-air fuel cells. While efforts continued in the United
States to commercialize metal-air technology, much of the research establishment
turned its  efforts  to proton  exchange  membrane  (PEM)  technologies.  By the
mid-eighties,  government funding and the automobile industry had rallied behind
the PEM fuel cell leaving  metal-air  research on the sidelines.  However,  some
research  establishments,  operating  under a different  funding  model and with
different  goals,  continued  work in  metal-air  fuels  cells and  consequently
overcame many of the difficulties faced by researchers some twenty years ago.

     Generally,   a  storage   device  that   converts   chemical   energy  into
direct-current  (DC)  electrical  energy is referred to as a  "battery."  If the
battery releases energy on demand,  and is then disposed of because it cannot be
recharged,  it is commonly  referred to as a "primary  battery."  As such,  fuel
cells can be considered as a special class of primary  batteries,  and metal-air
fuel cells as a specific type of fuel cell.

     Metal-air  fuel  cells  contain  an anode  (which  serves as the  fuel),  a
cathode,  and an  electrolyte.  The  density of the  aluminum  metal fuel source
combined  with  the   electrochemical   properties   and  viability   makes  the
aluminum-air type of power cell versatile and environmentally


                                       8
<PAGE>


friendly.  These  types of cells do not  customarily  contain  toxic or reactive
substances.

     Electricity  from our  proprietary  aluminum-air  fuel  cells is  generated
through an electrochemical  reaction between aluminum,  an alkaline solution and
oxygen  from  the  air.  As the  aluminum  oxidizes  in the  alkaline  solution,
electricity is produced.  Fundamentally,  aluminum has tremendous energy density
when compared with other metals used in batteries.  Furthermore,  spent aluminum
can be recycled and obtaining  aluminum from recycled aluminum hydroxide is more
economical and less energy intensive than mining aluminum ore.

Environmental and Regulatory Concerns with Our Aluminum-Air Fuel Cell Technology

     Our  technology  uses oxygen from the air and  aluminum  metal as a fuel to
provide a high density, environmentally safe and economical source of energy.

     Through repeated laboratory trials and extensive research,  the products of
reacted  aluminum  metal  from  our  fuel  cells  have  thus  far  proven  to be
environmentally   benign.  In  the  aluminum-air  reaction,  no  pollutants  are
produced.  The  by-product,  aluminum  hydroxide,  is  fully  recyclable  and is
non-polluting. Additionally, the electrolyte solution we use is non-toxic.

     Internally, our fuel cells operate at ambient pressures and no special high
pressure or high temperature  containment  systems are required,  as is the case
with lithium  polymer  battery  systems,  flywheels or PEM based  systems  using
hydrogen as a fuel.

     We  feel  that  our  products  will  effectively  eliminate   environmental
pollution  resulting from the  manufacturing  and removal of  conventional  fuel
cells.  Additionally,  we feel  that  our  products  will  eliminate  associated
disposal charges,  regulatory  compliance costs, and the threat of toxic spills,
which may be common with competitive fuel cells.

     Given the  composition and design of our fuel cells, we do not believe that
we will be  subject  to any  environmental  or  regulatory  restrictions  and/or
governmental  approvals prior to the commercial  exploitation of our technology,
although there can be no assurances.

Our Competition

     Although  there is  currently  a limited  market  for  consumer  fuel cells
utilizing aluminum-air  technology,  the fuel cell and battery industries,  as a
whole, are characterized by intense competition with a large number of companies
offering or seeking to develop  technology  and products  that will compete with
those that we are seeking to develop and distribute.

     We compete with large and small  manufacturers  of  alkaline,  carbon-zinc,
seawater,  high rate and primary  batteries  as well as other  manufacturers  of
lithium  batteries.  We are  also  subject  to  competition  from  manufacturers
developers of aluminum and/or zinc metal-air fuel cells,  nickel-cadmium (NiCd),
nickel metal hybdride (NiMH), lithium-ion/polymer (Li ion/polymer), lead-acid,


                                       9
<PAGE>


and some  smaller-size  alkaline cells. We are also subject to competition  from
manufacturers  engaged  in  the  development  of  batteries   incorporating  new
technologies.

     Manufacturers of nickel-cadmium and nickel-metal  hydride batteries include
Eveready,  Sanyo  Electric  Co.  Ltd.,  Sony Corp.,  Toshiba  Corp.,  Matsushita
Electric Industrial Co., Ltd. and Duracell International,  Inc. Manufacturers of
lithium-ion liquid electrolyte  batteries currently include Sony Corp.,  Toshiba
Corp.,  Matsushita  Electric  Industrial Co., Ltd.,  Sanyo Electric Co. Ltd. and
Duracell International, Inc. Manufacturers and developers of metal-air batteries
(including  aluminum-air and zinc-air fuel cells),  currently include AER Energy
Resources, Inc., Alupower/Yardney, EVonyx, Fuel Cell Technologies Corp, Electric
Fuel Corp., Metallic Power, and Voltek.

Intercomsoft Limited: Our Business Operations in the Republic of Moldova

     Intercomsoft   Limited  is  a  provider  of   proprietary   technology  and
consumables   used  to  produce  secure  essential   government   identification
documents. Currently, Intercomsoft only provides such technology and consumables
to the  Government of the Republic of Moldova,  although it is actively  seeking
other opportunities  throughout the European  marketplace.  The system utilizing
this technology is leased from Supercom, Ltd. (f/k/a Supercom (Israel) Limited),
an Israeli corporation, pursuant to a lease agreement dated August 25, 1995 with
a term of ten (10)  years  with an  automatic  ten (10) year  extension,  unless
either  party  submits  a  written  notification  of  termination  prior  to the
expiration  of the  initial  10 year  term.  All of the  materials  required  to
operate, maintain, and repair the system are supplied by Supercom, Ltd. pursuant
to the lease agreement.

     The  system  utilized  by  Intercomsoft  consists  principally  of  secured
proprietary  technology that allows  high-speed  laser printing on plastic.  The
system can print up to 450 high quality  cards an hour.  The heart of the system
is "ID-SOFT,"  identification  generator application software,  which allows the
system to integrate  with and adapt into any given  project  including,  but not
limited to, fingerprints, palm geometry, and signatures. Additional applications
of the technology include police and military use, access control, high security
identification, government identification, and company identification products.

     An important  aspect of the  Intercomsoft  System is that it can be readily
connected to any existing  computer  mainframe  or central  database  (such as a
national population registry) to capture millions of records and images of data.
These  records  and images are then  stored and can be printed at a high rate of
speed to accommodate the needs and demands of the customer.

     In April 1996, Intercomsoft was awarded a ten-year contract by the Ministry
of Economics,  Republic of Moldova to provide a National  Register of Population
and a National Passport System. Under the terms of this agreement,  Intercomsoft
supplies all of the equipment,  technology, software, and materials necessary to
produce  all   national   passports,   drivers'   licenses,   vehicle   permits,
identification  cards and other  national  documents in the Republic of Moldova.
Intercomsoft also provides the consumables needed to produce such identification
products.


                                       10
<PAGE>


     Intercomsoft  believes it currently has no competition  for its products in
the Republic of Moldova.

     Although  it  is  currently  seeking  other   opportunities,   Intercomsoft
presently  derives all of its revenues and income pursuant to the agreement with
the Ministry of  Economics.  Therefore,  the  Government  of Moldova is the only
existing client of  Intercomsoft.  If the Government of Moldova defaults on this
agreement,  or if this agreement is terminated or the terms materially  amended,
such changes would have a material adverse impact on Intercomsoft and us.

Our Employees

     We currently  have three full time  employees and numerous  individuals  or
entities that provide  services to us on a consulting or advisory  basis.  These
figures  do  not  include  certain  individuals  who,  by  contract  with  their
respective  employers,  may conduct  research and  development on our technology
pursuant to a Research & Development  Agreement with Aluminum-Power  Inc., dated
July  1,  2001,  or an  August  28,  2001  Agreement  with  Eontech  R&D,  Inc.,
Aluminum-Power  Inc.,  AGGI Limited,  LLC and Eontech  Group Inc.  Additionally,
these figures do not include  individuals who work in various capacities for, or
on behalf of, Intercomsoft Limited, our subsidiary.  See "Certain  Relationships
and Related Transactions."

ITEM 2. DESCRIPTION OF PROPERTY

     During the period  covered by this Annual  Report,  we maintained  our main
office  located at 1285 Avenue of the Americas,  35th Floor,  New York, New York
10019, on a month-to-month tenancy.

     Additionally,  in a joint effort with  Aluminum-Power  Inc.,  we operate an
International Research and Development Center in Toronto,  Ontario,  Canada. The
R&D Center is located in a 6,000 square foot facility that  Aluminum-Power  Inc.
leased on March 31,  2001,  for a five-year  term.  We have agreed to  reimburse
Aluminum-Power  Inc. a percentage of its costs and expenses as it relates solely
to the R&D Center and to work  specifically  performed  for and on behalf of us.
See "Directors,  Executive Officers,  Promoters and Control Persons",  "Security
Ownership   of  Certain   Beneficial   Owners  and   Management"   and  "Certain
Relationships and Related Transactions."

ITEM 3. LEGAL PROCEEDINGS

     During the fiscal year ended December 31, 2001, neither the Company nor any
of its  subsidiaries  were a party to, or  otherwise  involved,  in any material
legal proceedings.


                                       11
<PAGE>


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

     No matters  were  submitted  during the fourth  quarter of the fiscal  year
covered  by this  Annual  Report  to a vote of  security  holders,  through  the
solicitation of proxies or otherwise.


                                       12
<PAGE>


                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our 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-up, mark-down or commissions,  and may not necessarily
represent actual  transactions.  We had 402 stockholders of record of our common
stock as of December 31, 2001.


         Fiscal 2001                  High                Low
                                      ----                ---

         Fourth Quarter               $0.65              $0.21
         Third Quarter                $1.08              $0.50
         Second Quarter               $1.10              $0.45
         First Quarter                $2.25              $0.50


         Fiscal 2000                  High                Low
                                      ----                ---

         Fourth Quarter               $1.70              $0.60
         Third Quarter                $1.80              $0.43
         Second Quarter               $1.75              $1.00
         First Quarter                $3.00              $1.00

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

     Set forth below is  information  regarding  the  issuance  and sales of our
securities without  registration  during the last three years. Other than as set
forth below, no such sales involved the use of an underwriter and no commissions
were paid in connection with the sale of any securities.


                                       13
<PAGE>


     o    On August 15, 2001, the Company granted John R. Loveland,  a Director,
          options to purchase 100,000 shares of common stock, with an expiration
          date of August 15,  2006 and an  exercise  price of $0.50 per share of
          common stock.  These options were not granted pursuant to the terms of
          the 2001 Omnibus Plan, as amended. This transaction by the Company did
          not involve any public  offering and was exempt from the  registration
          requirements  under  the  Securities  Act  pursuant  to  Section  4(2)
          thereof.

     o    In July of 2001, Eontech Group Inc., a company  indirectly  controlled
          by Mr. Birshtein,  the Company's Chairman,  and a company which is the
          majority shareholder of Aluminum-Power Inc., entered into a consulting
          agreement  with  Mr.  Jerry  Goodis  and The  DragonWyck  Corporation,
          whereby  Mr.  Goodis and The  DragonWyck  Corporation  have  agreed to
          provide   Eontech  Group  Inc.,   and  its   subsidiaries,   including
          Aluminum-Power Inc. and the Company, with certain consulting services.
          As  partial  consideration  for such  services,  the  Company  granted
          options to The DragonWyck Corporation to purchase up to 200,000 shares
          of common stock,  for a period of three years, at an exercise price of
          $0.50 per share of common stock.  This  transaction by the Company did
          not involve any public  offering and was exempt from the  registration
          requirements  under  the  Securities  Act  pursuant  to  Section  4(2)
          thereof.

     o    On February 16, 2001, the Company issued  88,000,000  shares of common
          stock to  Aluminum-Power  Inc.  pursuant to a  Technology  Acquisition
          Agreement.  This transaction by the Company did not involve any public
          offering and was exempt from the registration  requirements  under the
          Securities  Act pursuant to Section 4(2) thereof.  In accordance  with
          the  Technology   Acquisition   Agreement,   the  Company  issued  the
          88,000,000  shares of our common stock in addition to transferring the
          following assets to Aluminum-Power Inc.:

          o    One hundred  percent (100%) of the membership  interests of Jolly
               LLC,  a limited  liability  company  organized  under the laws of
               Wyoming,  which continues to own sixty-five  percent (65%) of the
               issued and  outstanding  capital stock of Jolly Alon  Limited,  a
               corporation  incorporated  under  the  laws  of the  Republic  of
               Moldova.  At the  time  of  this  transfer,  Jolly  Alon  Limited
               operated and managed the Jolly Alon Hotel;

          o    One hundred percent (100%) of the issued and  outstanding  shares
               of Paul Garnier  Ltd., a company  limited by shares  incorporated
               under the laws of  Ireland,  which  continues  to own one hundred
               percent  (100%) of the issued and  outstanding  capital  stock of
               Exim Asint S.A, a corporation  incorporated under the laws of the
               Republic of  Moldova.  At the time of this  transfer,  Exim Asint
               S.A.  owned a property  and  casualty  insurance  business in the
               Republic of Moldova;

          o    Fifty  percent  (50%) of the  issued  and  outstanding  shares of
               Sturge,  Ltd., a company limited by shares incorporated under the
               laws of Ireland,  which  continues to own fifty  percent (50%) of
               the issued and outstanding capital


                                       14
<PAGE>


               stock of Banca Commerciala pe Actiuni "Export-Import".

          Pursuant to the Technology Acquisition Agreement,  Aluminum-Power Inc.
     transferred to the Company:

          o    An  exclusive   worldwide   license  to  make,  use  and  sell  a
               mechanically  rechargeable  metal-air battery solely for use with
               consumer  portable  electronic  devices  that  will  allow for an
               instantaneous   mechanical   rechargeable  battery  requiring  no
               external power source for recharging;

          o    All rights and title to certain technology  relating to metal-air
               batteries   and  fuel  cells   suitable  for  consumer   portable
               electronic   devices,    including   two-way   radios,   wireless
               telephones,  portable audio and video players,  video cameras and
               personal computers. The objective of this technology is to create
               a  battery  with  a  virtually  unlimited  shelf  life  prior  to
               activation; and,

          o    The  design  and  know-how  to a  DC/DC  Converter  designed  and
               developed  by  Aluminum-Power  Inc.  to be used as part of a full
               battery assembly which will enable the conversion of cell voltage
               of  virtually  any  aluminum-metal-air-cathode   battery  to  the
               voltage  required  by  different  consumer  portable   electronic
               devices.

     o    In March 1999,  the Company  entered into a consulting  agreement with
          Y.U.D.  Consulting  Ltd.,  pursuant to which the Company issued 16,000
          shares of its common stock valued at $10 per share in consideration of
          the services to be performed  under such  consulting  agreement.  This
          transaction by the Company did not involve any public offering and was
          exempt from the  registration  requirements  under the  Securities Act
          pursuant to Section 4(2) thereof.

     Additionally,  during  fiscal year ended  December  31,  2001,  the Company
granted a total of 25  directors,  officers,  advisers or  consultants  options,
pursuant to the 2001  Omnibus  Plan,  as amended,  to purchase an  aggregate  of
7,970,000  shares of the Company's common stock.  Each of these  transactions by
the  Company  did not  involve  any  public  offering  and was  exempt  from the
registration  requirements  under the  Securities  Act  pursuant to Section 4(2)
thereof.


                                       15
<PAGE>


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

     The following  management's  discussion and analysis of financial condition
and  results of  operations  should be read in  conjunction  with our  financial
statements and notes thereto contained elsewhere in this report.

Plan of Operation

General

     In the  beginning of the fiscal year ended  December 31, 2001,  we acquired
certain  rights,  as more fully  defined  below,  to an  aluminum-air  fuel cell
technology  for use in portable  consumer  electronic  devices  such as cellular
telephones and laptop  computers.  We believe that such fuel cell technology has
potential  to be a  significant  advance in power  generation  and we have begun
extensive research, development and marketing efforts in the development of such
technology.  In  addition  to  our  research  and  development  efforts,  we are
simultaneously and actively seeking strategic business partners to commercialize
the  technology  and  since  the  acquisition  of  the  aluminum-air  fuel  cell
technology,   we  have   vigorously   pursued  the  prosecution  of  our  patent
applications involving such technology.

     On June 1, 2001, in a joint effort with Aluminum-Power  Inc., a corporation
that is  controlled  by our  Chairman of the Board,  we opened an  International
Research and Development Center in Toronto,  Ontario, Canada. This R&D Center is
located in a 6,000 square foot facility that Aluminum-Power Inc. leased on March
31, 2001, for a five-year term.  Pursuant to a Research & Development  Agreement
between  Aluminum-Power  Inc.  and us,  dated  July 1, 2001,  we have  agreed to
reimburse  Aluminum-Power  Inc. a percentage of its costs and expenses,  as such
costs  relate to work  specifically  performed  for and on our  behalf.  The R&D
Center  houses a prototype  development  and assembly  facility and a laboratory
with a full  complement of research and development  staff including  mechanical
engineers,  design  engineers,  research and development  scientists and support
staff.

     The Research & Development  Agreement provides us with unlimited use of the
R&D Center,  unlimited  use of all  equipment and unlimited use of all employees
located at the R&D  Center,  for a period of five years,  provided  that we pay,
proportionately,  all  costs  and  expenses  associated  with the use of the R&D
Center. Under the Research & Development Agreement,  for a period of five years,
we are not  obligated to pay any amount owed to  Aluminum-Power  Inc.,  with the
exception of a monthly fee equal to 1.2% of Aluminum-Power  Inc.'s fixed monthly
expenses associated with the R&D Center. The accrued balance of the total amount
owed to  Aluminum-Power  Inc.  shall be payable on the fifth  anniversary of the
Research &  Development  Agreement,  and shall bear interest at a rate of 2% per
annum.


                                       16
<PAGE>


     In   addition   to   the   fuel   cell   technology,   Intercomsoft,   Ltd.
("Intercomsoft"),  our wholly owned  subsidiary,  holds the world-wide rights to
proprietary   technology  used  to  produce  secure  government   identification
documents,  such as drivers'  licenses and  passports.  Although  Intercomsoft's
current  operations are based solely in the Republic of Moldova,  it is actively
seeking to expand its base of operations and offer its unique  services to other
areas and regions in the European marketplace.

     We  currently   derive  all  of  our   revenues  and  income   pursuant  to
Intercomsoft's  Supply  Contract with the Government of the Republic of Moldova.
The  political  environment  of the  Republic of Moldova has  historically  been
unstable. Should the Government of the Republic of Moldova default on the Supply
Contract or  discontinue  the use of  Intercomsoft's  services  under the Supply
Contract,  we would likely have limited recourse.  We do not anticipate revenues
from our  aluminum-air  fuel cell  technology  during  the  fiscal  year  ending
December 31, 2002. If for any reason (or for no reason) the Supply Contract were
terminated, the terms were materially or adversely amended, or business reduced,
such event would have a material  adverse effect on  Intercomsoft  as well as on
us.

Asset Acquisition and Discontinued Operations

     Pursuant to the Asset Acquisition Agreement dated January 11, 2001, between
Aluminum-Power Inc. and us, we acquired:

     o    An exclusive  worldwide  license to make,  use and sell a mechanically
          rechargeable  metal-air  battery solely for use with consumer portable
          electronic  devices,  evidenced by United  States Patent and Trademark
          Office Patent Application Number: 09/522,930, filed on March 10, 2000,
          titled,   "Ecologically  Clean  Mechanically   Rechargeable  Air-Metal
          Current Source" (United States Patent No. 6,355,369,  issued March 12,
          2002) and Canadian  Patent  Application  Number:  2,301,470,  filed on
          December  7,  2000,  that will allow for an  instantaneous  mechanical
          rechargeable   battery   requiring   no  external   power  source  for
          recharging.

     o    All rights  and title to  certain  technology  relating  to  metal-air
          batteries  and fuel  cells,  evidenced  by United  States  Patent  and
          Trademark     Office     Patent     Application      Reference     No.
          PNK/M275689/IAROCHENKO,  filed on  December  19,  2000,  and  Internal
          Reference   Patent   Application   #1167   filed  with  the   Canadian
          Intellectual  Property  Office on  February 7, 2000,  and  titled,  "A
          Metal-Air Battery Having In-Situ  Generatable  Electrolyte,"  suitable
          for consumer portable  electronic  devices,  including two-way radios,
          wireless telephones,  portable audio and video players,  video cameras
          and personal computers.  The objective of this technology is to create
          a battery with a virtually unlimited shelf life prior to activation.

     o    The design and know-how to a DC/DC Converter designed and developed by
          Aluminum-Power  Inc.  to be used as  part of a full  battery  assembly
          which   will   enable   the   conversion   of  cell   voltage   of  an
          aluminum-metal-air-cathode   battery  to  the   voltage   required  by
          different consumer portable electronic devices.


                                       17
<PAGE>


     In  exchange  for  the  above  noted  assets,  on  February  16,  2001,  we
transferred  to  Aluminum-Power  Inc.  88,000,000  shares  of our  common  stock
together with interests in three operating  subsidiaries;  Banca  Commerciala pe
Actiuni "Export-Import",  a corporation organized under the laws of the Republic
of Moldova ("Banca"), Exim Asint S.A., a corporation organized under the laws of
the Republic of Moldova  ("Exim"),  and Jolly LLC, a limited  liability  company
organized under the laws of Wyoming which  indirectly owned and operated a Hotel
in the Republic of Moldova ("Jolly").

     We  elected  to  discontinue  operations  for  Banca,  Exim and  Jolly  for
accounting purposes as of December 31, 2000.

Results of Operations

General

     During the fiscal year ended December 31, 2001, our assets  consisted of an
aluminum-air   fuel  cell  technology,   as  more  fully  described  above,  and
Intercomsoft, a wholly owned subsidiary.

     Intercomsoft currently operates in, and derives its revenues from, services
performed  for the  Government  of the Republic of Moldova  pursuant to a Supply
Agreement with the Government of the Republic of Moldova.  Although Intercomsoft
is actively  seeking to expand its services to areas  outside of the Republic of
Moldova,  the  uncertain  economy and political  instability  in the Republic of
Moldova could have a material adverse effect on us.

Comparison  of Fiscal  Year  Ending  December  31,  2001 to Fiscal  Year  Ending
December 31, 2000

     During the fiscal year ended  December 31, 2001, we had revenues  resulting
solely from Intercomsoft's production of government documents in the Republic of
Moldova of  $3,998,000  as  compared to  $2,854,000  for 2000.  The  increase in
revenue  of  $1,144,000  was due to a number of  factors.  In 2001  Romania  and
Moldova introduced  passport control between their two countries which led to an
increase in passport  issuances  to the  residents of Moldova.  In  addition,  a
program of public  awareness  was put into  effect  encouraging  the  renewal of
various forms of government licenses and registrations, reminding individuals to
renew  expiring  documents  resulting  in an  increase  in the  issuance of such
replacement  documents.  Cross marketing to individuals during passport renewals
and/or issuance also led to an increase in the sale of collateral  documentation
including  drivers licenses and other government  issued  documents.  During the
fiscal year ended  December  31,  2001,  Intercomsoft's  costs  associated  with
generating  these  revenues was $1,206,000 or 31% as compared to $955,000 or 33%
for 2000. The reduction in the percentage of costs  associated  with  generating
revenues resulted from the purchase of new equipment in the prior year resulting
in less  maintenance  costs,  higher  performance  and  production and increased
efficiency in


                                       18
<PAGE>


this year.  This resulted in gross profit for  Intercomsoft  of  $2,680,000  and
$1,899,000 for the fiscal years ending December 31, 2001 and 2000  respectively,
an increase of $781,000.

     General and  administrative  expenses  for fiscal year ending  December 31,
2001,  were  $2,297,000,  which  consisted  of $933,000  from  Intercomsoft  and
$1,364,000  of  general  corporate  and  administrative  expenses.  Included  in
Intercomsoft's  general and  administrative  expenses  are $852,000 of marketing
expenses for the purpose of  expanding  the use of  Intercomsoft's  services and
proprietary  technology to other areas and regions in the European  marketplace.
For  the  year  ended  2000  general  and  administrative   expenses  aggregated
$2,567,000, which consisted of $499,000 from Intercomsoft (of which $453,000 was
marketing  expenses)  and  $2,068,000 of general  corporate  and  administrative
expenses.  The  decrease  in  general  corporate  and  administrative   expenses
resulted,  in part,  from a savings in accounting  and other fees,  salaries and
services provided in connection with our former  subsidiaries in the Republic of
Moldova,  as well as the  streamlining  of corporate  overhead and downsizing of
executive salary compensation.

     We had no interest  income or expense for the fiscal years ending  December
31, 2001, compared to $16,000 of interest expense for the year 2000.

     Beginning  in the  first  quarter  of  2001,  we  began  our  research  and
development  program  of  the  metal-air  (aluminum-air)  fuel  cell  technology
acquired in such period.  To that end,  together  with our majority  shareholder
Aluminum-Power Inc., we opened an International Research & Development Center in
Toronto,  Ontario,  Canada.  The R&D Center houses a prototype  development  and
assembly  facility  and a  laboratory  with a full  complement  of research  and
development staff including mechanical engineers, design engineers, research and
development  scientists and support staff.  Research and  development  costs for
2001 were  $527,000  and the  marketing  costs  related to such  technology  was
$98,000. There were no comparative costs for 2000.

     We had a net loss from  operations  of  approximately  $242,000 for 2001 as
compared to $684,000 for 2000.

     The sale of Banca,  Exim and Jolly has been  accounted for as  discontinued
operations and, accordingly, their operations are segregated in our statement of
operations  in our  financial  statements.  In  addition  to the net  loss  from
operations  noted above, a loss of $7,858,000 was directly  attributable  to the
disposal of such  discontinued  operations in exchange for the aluminum-air fuel
cell  technology  acquired by us on February  16, 2001  pursuant to an agreement
dated as of January 11, 2001, but  discontinued  for  accounting  purposes as of
December  31,  2000.  There were no revenues or expenses  from the  discontinued
operations in fiscal year ending December 31, 2001.

Liquidity & Capital Resources

     Our recently  commenced joint venture with  Aluminum-Power  Inc. to operate
the R&D Center, has added additional costs and expenses  associated with running
such  facility.   As  of  December  31,  2001,  we  owed   Aluminum-Power   Inc.
approximately  $232,000,  payable  on the fifth  anniversary  of the  Research &
Development Agreement, and bearing interest at a rate of 2% per


                                       19
<PAGE>


annum.

     Although no  assurances  can be made,  we believe  that our  expenses  will
increase  during the fiscal year ending  December 31, 2002,  due to our plans to
continue to develop, market, and produce the aluminum-air fuel cell technology.

     While we believe we have adequate  capital to fund current  operations  for
fiscal  year 2002,  we  believe  that we may need to obtain  additional  working
capital for future periods in order to carry our costs associated with our plans
concerning the technology.

     Through December 31, 2001, cash advances  totaling  approximately  $400,000
have been made to the Company by Mr. Boris Birshtein,  our Chairman of the Board
and indirect owner of a majority of our  outstanding  shares of common stock, or
by  entities  effectively  owned  and  controlled  by  Mr.  Birshtein.   Of  the
approximately $400,000 advanced, Mr. Birshtein personally advanced approximately
$104,000,  and  entities  effectively  owned and  controlled  by Mr.  Birshtein,
advanced approximately $48,000,  during fiscal year ended December 31, 2001. All
cash advances made to the Company are non-interest bearing and due on demand.

     We may seek additional funding through public or private financing or other
arrangements. Such additional funding may be financed by bank borrowings, public
offerings,  or  private  placements  of equity or debt  securities,  loans  with
shareholders, or a combination of the foregoing.

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 described in this Report and the other documents we
file with the Securities and Exchange Commission ("SEC").

ITEM 7. FINANCIAL STATEMENTS

     The  consolidated  financial  statements of the Company for the years ended
December  31, 2001 and 2000 have been  examined to the extent  indicated  in the
report provided by the independent  accountants,  Paritz & Company, PA. Paritz &
Company,  PA has  confirmed  to the  Company  that  the  consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles and with Regulation S-X promulgated by the SEC.


                                       20
<PAGE>


                               TRIMOL GROUP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2001 AND 2000


<PAGE>


TRIMOL GROUP, INC.

CONTENTS                                                           Page Numbers

Report of the Independent Auditors                                     F-1

Consolidated Balance Sheet                                             F-2

Consolidated Statement of Operations                                   F-3

Statement of Changes in Shareholders' Equity                           F-4

Consolidated Statement of Cash Flows                                   F-5

Notes to the Consolidated Financial Statements                     F-6 to F-12


<PAGE>


REPORT OF THE INDEPENDENT AUDITORS


To the Board of Directors and Shareholders of

Trimol Group, Inc.



We have audited the  accompanying  consolidated  balance  sheet of Trimol Group,
Inc. and  subsidiaries  (the  "Company") as of December 31, 2001 and the related
consolidated statements of operations,  changes in shareholders' equity and cash
flows for the years ended December 31, 2001 and 2000. 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 generally  accepted auditing standards
in the 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. 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.

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, 2001 and the results of its  operations  and cash flows for each of
the two  years in the  period  ended  December  31,  2001,  in  conformity  with
generally accepted accounting principles in the United States.



                                        PARITZ & COMPANY, P.A.
                                        Hackensack, New Jersey
                                        Date:  March 27, 2002


                                       F-1
<PAGE>


TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------


ASSETS


Current assets:

Cash                                             $    44,000

Accounts receivable                                  480,000

Prepaid expenses                                      58,000
                                                 -----------

     Total current assets                            582,000


Deferred offering costs                               35,000
                                                 -----------


TOTAL ASSETS                                     $   617,000
                                                 ===========



LIABILITIES


Current liabilities:

Trade accounts payable                           $   531,000

Accrued expenses                                     280,000

Payable to related parties                           892,000
                                                 -----------


TOTAL LIABILITIES                                  1,703,000


SHAREHOLDERS' DEFICIENCY                          (1,086,000)
                                                 -----------


TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY   $   617,000
                                                 ===========

--------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


                                       F-2
<PAGE>


TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------

                                              Year Ended           Year Ended
                                           December 31, 2001   December 31, 2000

REVENUES                                      $  3,886,000       $  2,854,000
                                              ------------       ------------


OPERATING EXPENSES:

Cost of revenues                                 1,206,000            955,000

Research and development                           527,000                 --

Marketing and promotion                             98,000                 --

General and administrative expenses              2,297,000          2,567,000

Interest expense, net of interest income                --             16,000
                                              ------------       ------------

TOTAL OPERATING EXPENSES                         4,128,000          3,538,000
                                              ------------       ------------


LOSS FROM CONTINUING OPERATIONS

BEFORE INCOME TAXES                               (242,000)          (684,000)


Income from discontinued operations                     --            161,000


Loss on disposal of discontinued operations             --         (7,958,000)
                                              ------------       ------------


NET LOSS                                      $   (242,000)      $ (8,481,000)
                                              ============       ============



Net loss per share (Basic and Diluted)               (.002)              (.70)
                                              ============       ============



WEIGHTED AVERAGE NUMBER OFSHARES

OUTSTANDING-BASIC AND DILUTED                   88,707,493         12,039,000
--------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements


                                       F-3
<PAGE>


TRIMOL GROUP, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     ACCUMULATED
                                                             ADDITIONAL   RETAINED                   OTHER
                                         COMMON STOCK        PAID-IN      EARNINGS       DEFERRED    COMPREHENSIVE
                                     SHARES       AMOUNT     CAPITAL      (DEFICIT)    COMPENSATION  INCOME (LOSS)       TOTAL
<S>                                 <C>         <C>         <C>          <C>              <C>        <C>            <C>

BALANCE - JANUARY 1, 2000           12,039,000  $  120,000  $ 6,178,000  $ 1,339,000      $(27,000)  $(2,413,000)   $ 5,197,000


Net loss                                    --          --           --   (8,481,000)           --                   (8,481,000)


Foreign currency translation
adjustment                                  --          --           --           --            --      (253,000)      (253,000)


Reversal of foreign currency
translation of subsidiaries
disposed of                                 --          --           --           --            --     2,666,000      2,666,000
                                                                                                                    -----------

     TOTAL COMPREHENSIVE LOSS         (871,000)


Deferred compensation                       --          --           --           --        27,000            --         27,000
                                  ---------------------------------------------------------------------------------------------


BALANCE - DECEMBER 31, 2000         12,039,000     120,000    6,178,000   (7,142,000)           --            --       (844,000)


Net loss                                    --          --           --     (242,000)           --            --       (242,000)


Issuance of common stock in

Exchange for assets (see Note 3)    88,000,000     880,000     (880,000)          --            --            --             --
                                  ---------------------------------------------------------------------------------------------



BALANCE - DECEMBER 31, 2001        100,039,000  $1,000,000  $ 5,298,000  $(7,384,000)     $     --   $        --    $(1,086,000)
                                  =============================================================================================
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                       F-4
<PAGE>


TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Year Ended         Year Ended
                                               December 31, 2001  December 31, 2000
<S>                                               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Loss from continuing operations                   $  (242,000)      $  (684,000)

Income from discontinued operations                        --           161,000

Loss from disposal of discontinued operations              --        (7,958,000)
                                                  -----------------------------

NET LOSS                                             (242,000)       (8,481,000)


ADJUSTMENTS TO RECONCILE NET INCOME TO

NET CASH USED IN OPERATING ACTIVITIES


Provision for loss of discontinued operations              --         3,981,000

Foreign currency translation adjustment charged

    to statement of operations                             --         2,666,000

Stock based compensation                                   --            27,000


CHANGES IN ASSETS AND LIABILITIES

Accounts receivable                                  (344,000)           76,000

Prepaid expenses                                      (58,000)          126,000

Accounts payable                                       65,000           (18,000)

Accrued expenses                                     (341,000)          329,000

Net assets from discontinued operations                    --         1,078,000
                                                  -----------------------------

NET CASH USED IN OPERATING ACTIVITIES                (920,000)         (216,000)
                                                  -----------------------------


CASH FLOW FROM FINANCING ACTIVITIES

  Repayment of loan to related party                       --        (1,126,000)

  Net advances from related parties                   892,000                --

  Payment of deferred offering costs                  (35,000)               --
                                                  -----------------------------

NET CASH PROVIDED BY (USED IN)

FINANCING ACTIVITIES                                  857,000        (1,126,000)
                                                  -----------------------------


DECREASE IN CASH                                      (63,000)       (1,342,000)


CASH - BEGINNING OF YEAR                              107,000         1,449,000
                                                  -----------------------------


CASH - END OF YEAR                                $    44,000       $   107,000
                                                  =============================


Supplemental disclosures of cash flow information:

Interest paid                                     $        --       $       202
                                                  =============================

Income taxes paid                                 $        --       $        --
                                                  =============================
</TABLE>

--------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


                                       F-5
<PAGE>


TRIMOL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

Business organization

Trimol Group,  Inc. (the "Company") was incorporated in 1953 in Delaware and has
since  undergone   several  name  changes  and  engaged  in  several   different
businesses.

The  Company  owns  all  of  the  outstanding  shares  of  Intercomsoft  Limited
("Intercomsoft")  a  non-resident  Irish  company,  which  provides  proprietary
technology,  equipment and auxiliary  materials used in the production of secure
essential  government  documents  (passports,  drivers'  licenses and ID cards).
Currently  Intercomsoft's  only  customer is the  Government  of the Republic of
Moldova.

As a  result  of the  acquisition  referred  to in Note 3,  the  Company  has an
exclusive  worldwide  license to make, use and sell a mechanically  rechargeable
metal-air  (aluminum) fuel cell solely for use with consumer portable electronic
devices,  all rights  and title to  certain  technology  relating  to  metal-air
(aluminum) fuel cells, and the design and know-how to a DC/DC Converter designed
and  developed  by a related  company.  Substantially  all of the  research  and
development  costs related to this  technology  are allocated  from the majority
shareholder of the Company (see Note 5).

Prior to the  transactions  referred to in Note 3, the Company  owned all of the
capital  stock  of  an  insurance  company,  Exim  Asint  S.A.  (the  "Insurance
Company"), a bank, Banca Comerciala Pe Actiuni  "Export-Import" (the "Bank") and
65% of the shares of a hotel, Jolly Alon Limited (the "Hotel").

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.
The operating results of the Bank, the Insurance Company and the Hotel have been
segregated  from  continuing  operations and reported as a separate line item on
the  Consolidated  Statement of Operations  for the year ended December 31, 2000
under the caption "income from discontinued operations".

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 fair value.


                                       F-6
<PAGE>


Research and development

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

Advertising costs

The Company expenses all advertising costs as incurred.

Revenue Recognition

Revenue from the lease  agreement by and between  Intercomsoft  and the Moldovan
Ministry of Economics  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 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 bases of assets and liabilities and
their bases 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 per share

Income per share of common stock have 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  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
displayed 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.

NOTE 2-ACQUISITION AND DISCONTINUED OPERATIONS

In December 2000, the Board of Directors of the Company authorized management to
enter into a transaction with  Aluminum-Power  Inc. ("API"), a company owned and
controlled by the  principal  shareholder  of the Company,  pursuant to which it
would sell or  transfer  (i) 100% of the issued  and  outstanding  shares of the
Insurance Company, (ii) indirect 65% ownership in the Hotel, (iii) remaining 25%
indirect  ownership  of the  Bank,  and (iv)  88,000,000  shares  of  previously
unissued  common  stock of the Company in exchange  for an  exclusive  worldwide
license to make, use and sell a mechanically  rechargeable  metal-air (aluminum)
fuel cell solely for use with consumer portable electronic  devices,  all rights
and title to certain technology relating to aluminum fuel cells,


                                       F-7
<PAGE>


and the design and know-how to a DC/DC  Converter  designed  and  developed by a
related company referred to above.  This transaction was dated as of January 11,
2001 and closed on February 16, 2001. The  acquisition has been accounted for as
a reverse acquisition.

     In  December,  2000 as a result  of  selling  interests  in two  previously
wholly-owned  subsidiaries to API, Trimol effectively sold 75% of the issued and
outstanding  shares of the Bank for $1,216,000  plus the forgiveness of $722,000
of debt. This transaction resulted in a net loss of $1,298,000.

NOTE 3-RISKS AND UNCERTAINTIES

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

(a)  Intercomsoft's  only customer is the Ministry of Economics for the Republic
of Moldova,  a former  Republic of the Soviet Union.  The current  political and
economic situation in Moldova, which has historically been unstable,  could have
a material adverse effect on Intercomsoft.

(b) As a result of the transactions  referred to in Note 3, Trimol has exchanged
a substantial part of its assets for certain technology.  As such, the Company's
success will be largely  dependent upon the success of the technology  acquired.
There are no assurances that the United States Patent and Trademark  Office will
afford such  technology  patent  protection and there can be no assurances  that
such technology will be marketable and/or profitable.  Additionally, the Company
believes  that  in  order  to  support  its  plan to  develop  and  market  this
technology,  it will be necessary to seek  additional  capital.  There can be no
assurance that additional financing will be available on commercially reasonable
terms or at all. If adequate  funds are not  available,  or are not available on
acceptable  terms, the Company may not be able to further develop and market the
technology,  as well as fund the operation  and expansion of the business.  Such
inability  to obtain  additional  financing  when  needed  would have a negative
effect on the business of the Company.  If additional  funds are raised  through
the issuance of equity or convertible debt securities,  the percentage ownership
of the  existing  shareholders  will be reduced,  and such  securities  may have
rights,  preferences  and privileges  senior to those of the existing  shares of
common stock.

NOTE 4-SHAREHOLDERS' EQUITY

Effective  February 14, 2001, the Company amended its Articles of  Incorporation
to increase its  authorized  shares of common  stock,  $0.01 par value,  from 30
million to 130 million shares.

The Company has 10,000  $1.00 par value shares of  Preferred  Stock  authorized,
none of which are issued and outstanding.

NOTE 5-RELATED PARTY TRANSACTIONS AND BALANCES

     (a)  Transactions

     See Note 2 regarding transaction with Aluminum Power Inc. ("API").

     On July 1, 2001, the Company entered into an agreement with API pursuant to
which  Trimol  would  reimburse  API  for  its  allocated  portion  of  expenses
attributable  to the  Company's  technology  referred  to in  Notes 1 and 2. API
operates a research and  development  center (the "R&D  Center")  which houses a
prototype  development and assembly  laboratory with a full complement of staff,
including  mechanical  engineers,  design  engineers,  scientists  and a support
staff.


                                       F-8
<PAGE>


     The agreement provides the Company with unlimited use of the R&D Center and
unlimited use of all equipment and employees located at the center.  The Company
is obligated to pay API  proportionately  all costs and expenses associated with
the use of the R&D  Center.  In  addition,  the  Company  pays API to lease  its
proportionate share of the center's equipment and improvements at a monthly rate
of 1.2% of API's gross asset value.

     Allocated research and development expenses for the year ended December 31,
2001 aggregated $339,904.

     (a)  Payable to related parties consists of the following:

               Cash advances from the Chairman of the Board
               ("Chairman") of the Company, which includes
               223,000 from a company owned by the Chairman.
               (1)                                                   $400,000

               Accrued compensation due to the Chairman.
               (See Note 8) (1)                                       260,000

               Due to API.  (2)                                       232,000
                                                                     --------

                                                                     $892,000
                                                                     ========

               (1)  These amounts are non-interest bearing and due on demand.

               (2)  This amount  bears  interest at 2% per annum and is due July
                    1, 2006.

NOTE 6-STOCK COMPENSATION PLANS

(a) In  February,  2001,  the Company  adopted the 2001 Omnibus Plan in order to
attract and retain qualified  directors,  officers,  employees,  consultants and
advisors (the  "Eligible  Persons").  Eligible  Persons may be granted (a) stock
options which may be designated as nonqualified stock options or incentive stock
options,  (b) stock  appreciation  rights,  (c)  restricted  stock  awards,  (d)
performance awards, or (e) other forms of stock-based incentive awards.

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

     As of December 31,  2001,  7,970,000  options  were granted  under the 2001
Omnibus Plan.

     In addition,  options to purchase  300,000  shares of the Company's  common
stock  have been  issued to  consultants  of the  Company,  outside  of the 2001
Omnibus Plan, as amended.

     All of the above mentioned  options were granted in the year ended December
31, 2001 and there were no options exercised or canceled during the same period.

     The per share weighted  average fair value of stock options  granted during
the  fiscal  year ended  December  31,  2001 was $0.95.  The fair value of these
options  was  determined  at the date of grant  using the  Black-Scholes  option
pricing model with the following assumptions:

               Risk-free interest rate                                4.22%

               Expected volatility of common stock                  271.62%

               Dividend yield                                         0.00%

               Expected option term                                 3 years


                                       F-9
<PAGE>


     The  Company  applies  APB  25 in  accounting  for  its  stock  plans  and,
accordingly,  no  compensation  costs  have  been  recognized  in the  Company's
financial  statements  for  options  granted.  If,  under SFAS 123,  the Company
determined  compensation costs based on the fair value at the grant date for its
stock  options,  net earnings and earnings per share for the year ended December
31, 2001 would have been reduced to the pro forma amounts as follows:


               Net Earnings:

                    As reported                    $   (242,000)

                    Pro forma                      $ (3,875,000)

               Basic Earnings per Share:

                    As reported                    $      (.002)

                    Pro forma                      $       (.04)

               Diluted Earnings per Share

                    As reported                    $      (.002)

                    Pro forma                      $       (.04)


     The  following  table  summarizes   information   regarding  stock  options
outstanding at December 31, 2001:


                            Weighted Average   Weighted                 Weighted
Exercise       Number of    Remaining          Average    Number of     Average
 Price          Options     Contractual Life   Exercise   Shares        Exercise
 Range        Outstanding                      Price      Exercisable   Price

   $0.01        200,000          4.8             0.01         --          --

   $0.50       7,620,000         4.5             0.50         --          --

$1.00 - 1.25    450,000          4.6             1.19         --          --


(b) On  February  28,  2000 the Company  issued  warrants to purchase  1,400,000
shares of its common stock (the "Warrants") to three employees. The Warrants may
be exercised for a period of five years at an exercise  price of $.50 per share.
These  Warrants  contain  an  anti-dilution  provision.  The  holders of 800,000
Warrants (consisting of two former employees) have made claims to the Company to
invoke the anti-dilution  provision and issue additional  warrants.  The Company
disagrees with such claims and is in discussions with said individuals regarding
the validity of anti-dilution provisions.

     In  addition,  warrants to purchase  up to 60,000  shares of the  Company's
Common Stock,  30,000 of which are at an exercise  price of $11.50 per share and
30,000 of which are at an  exercise  price of $.75 per  share,  were  granted to
certain  members  of the  former  Audit  Committee  of the  Company's  Board  of
Directors.


                                      F-10
<PAGE>


NOTE 7-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 loss as follows:


                                            December 31, 2001  December 31, 2000


Income tax benefit at statutory rate of 34%    $  82,000           $(233,000)

Net operating loss not utilized                  (82,000)            233,000
                                               ---------           ---------

                                               $      --           $      --
                                               =========           =========



                                            December 31, 2001  December 31, 2000


Deferred tax assets:

  Net operating loss carryforward              $  380,000         $  298,000

  Capital loss carryforward                     2,706,000          2,706,000
                                               ----------         ----------

                                                3,086,000          3,004,000

Valuation allowance (see Note 1)                3,086,000          3,004,000
                                               ----------         ----------

                                               $       --         $       --
                                               ==========         ==========


NOTE 8-COMMITMENTS

Intercomsoft  has entered  into an  agreement  for the  purchase  of  equipment,
software and consumables  (collectively "the merchandise") for the production of
computerized documents. As part of this agreement, Intercomsoft is provided with
guidance and support  required for  installation and operation of the equipment,
as well as the materials  required for its maintenance.  In addition to the cost
of the merchandise under the above noted agreement, Intercomsoft is obligated to
pay 25% of its  profits to the  supplier  of the  merchandise,  as more  clearly
defined under the agreements.

The  Company  has an  employment  agreement  with  its  Chairman  of  the  Board
("Chairman")  which  expires  January  1,  2004 and  provides  for  base  annual
compensation of $250,000.  In addition,  the Employment  Agreement provides that
for every $1,000,000 of the Company's  excess net pre-tax  profits,  as defined,
generated by the Company in the  determining  year,  the  Chairman  will receive
incentive  warrants  ("Incentive  Warrants") to purchase an aggregate of 100,000
shares of the  Company's  common  stock up to a maximum of  1,000,000  shares of
common stock per year at an exercise  price equal to the closing price of common
stock on the issue date.  As of December 31, 2001,  no Incentive  Warrants  were
outstanding.


                                      F-11
<PAGE>


NOTE 9-SEGMENT INFORMATION

The  Company's  operations  are  classified  into two  reportable  segments plus
corporate and  administrative  functions.  The segments consist of Intercomsoft,
which produces computerized  identification documents,  research and development
of the  aluminum-air  fuel cell  technology  acquired from a related party,  and
general and administrative expenses incurred for corporate purposes.


                                 Research and  Corporate and
                    Intercomsoft  Development  Administrative    Total

Net sales            $3,886,000   $      --    $        --    $ 3,886,000

Operating expenses    2,139,000     625,000      1,364,000      4,128,000
                     ----------   ---------    -----------    -----------

Net income           $1,747,000   $(625,000)   $(1,364,000)   $  (242,000)
                     ==========   =========    ===========    ===========


                                      F-12
<PAGE>


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

     Effective January 4, 2000, the Company dismissed KPMG Moldova S.R.L. as its
principal  independent  accountants.  The  decision  to change  accountants  was
approved  by the  Company's  Board  of  Directors.  At the  time of the  Board's
decision,  there were no  disagreements  between the Company and the independent
accountants  on any matter of  accounting  principles  or  practices,  financial
statement disclosure, auditing scope, or procedure

     On January 18,  2000,  the  Company  engaged  and  continues  to engage the
services of Paritz & Co., PA as its principal independent accountants.


                                       21
<PAGE>


                                    PART III


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

Directors and Executive Officers

     The names and ages of our  directors,  executive  officers and  significant
employees and consultants are set forth below.  Our By-laws provide for not less
than  three and not more than  fifteen  directors.  All  directors  are  elected
annually  by the  stockholders  to serve  until the next  annual  meeting of the
stockholders and until their successors are duly elected and qualified.

              NAME         AGE           POSITION CURRENTLY WITH THE COMPANY
              ----         ---           -----------------------------------

Boris Birshtein            54            Chairman of the Board of Directors

Alexander M. Gordin        38       Director; President; Chief Executive Officer

Michael J. Solomon         64                         Director

John R. Loveland           64                         Director

Walter J. Perchal          50                         Director

Vijay Sharma               32                         Director

Shmuel Gurfinkel           55                  Chief Financial Officer

Gary Shokin                41                 Vice President; Secretary

Donald W. Kirk             52                 Chief Scientific Advisor

Rafi Ferry                 31                    Marketing Director


Background of Executive Officers, Directors and Significant Employees

     Boris  Birshtein has served as our Chairman of the Board of Directors since
January  1998.  Since 1999,  Mr.  Birshtein has acted as the Chairman of Eontech
Group Inc. and of Aluminum-Power Inc. He is the principal shareholder of Eontech
Group Inc.  From 1996 Mr.  Birshtein  has served as the Chairman of World Assets
(Media) Inc. Mr.  Birshtein holds PhDs in Philosophy and Economics and heads the
North American Informationology Academy.


                                       22
<PAGE>


     Alexander  M. Gordin has served as a member of the Board of  Directors  and
our President  since May 2000,  and the Chief  Executive  Officer since November
2000.  Mr. Gordin also serves as a Director of Eontech R&D,  Inc., a subsidiary.
In 1995,  Mr.  Gordin was awarded an MBA degree  from the Wharton  School of the
University of Pennsylvania. From 1998 until 1999, Mr. Gordin was employed as the
Director of Strategic Business  Development at Amdour Group located in Stamford,
Connecticut.   Mr.   Gordin's   duties  at  Amdour  Group   included   extensive
responsibility for direct investments and Mergers & Acquisitions in the areas of
media,  wireless  communications,  and commercial  real estate.  From 1996 until
1998,  Mr.  Gordin was employed as a Managing  Director of Broad Street  Capital
LLC.  From 1990 until 1996,  Mr.  Gordin was engaged as the  President  of Radio
Communications  International  Corp.,  which was the first Motorola  distributor
located in the former Soviet Union.

     Michael Jay Solomon was  appointed as a member of the Board of Directors on
February 16, 2001 and elected in August 2001. Since 2000, Mr. Solomon has served
as the  Chairman  of the Board of  Directors  of Maxx  International,  Inc.  Mr.
Solomon  currently  serves as a Director  on the  Boards of New York  University
Stern School of Business, the Entertainment Business & Management Advisory Board
at UCLA, the  International  Council of the National  Academy of Television Arts
and Sciences and the U.S.C. Annenberg School of  Communication/London  School of
Economics   Communication   Degree  Program.   He  has  held  the  positions  of
Chairman/CEO  of  Telepictures  Corporation,  President of  Lorimar-Telepictures
Corp. and President of Warner Bros. International Television.

         John R. Loveland was appointed as a member of the Board of Directors on
February 16, 2001 and elected in August 2001.  From 1960 to 2000,  Mr.  Loveland
served in a position of  executive  management  of various  entities  related to
and/or owned by O'Brien & Gere  Engineers,  Inc. From 1980 to 1992, Mr. Loveland
served as the President and CEO of O'Brien & Gere  Engineers,  Inc. From 1985 to
1995,  he served as the  President of O'Brien & Gere Limited and from 1985 until
2000,  Mr.  Loveland  served  as  the  president  of  O'Brien  &  Gere  Property
Development.  Additionally, from June 1994 to February 2000, Mr. Loveland served
as a Director and Chief  Executive  Officer of Op-Tech  Environmental  Services,
Inc.

         Walter J.  Perchal,  Ph.D.  was  appointed  as a member of the Board of
Directors  on  February  16, 2001 and elected in August  2001.  Since 1997,  Mr.
Perchall 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 20 years, Mr. Perchall has served as an adjunct  Professor at
York University located in Toronto, Canada, where he teaches Business Studies.

         Vijay  Sharma was  appointed  as a member of the Board of  Directors on
February 16, 2001 and elected in August  2001.  He also serves as our R&D Center
Coordinator  at the R&D Center.  Since March 16, 2001,  Mr. Sharma has served as
the President of Aluminum-Power Inc., a corporation  organized under the laws of
the  Province of Ontario,  Canada.  Since 1993,  ATI  Technologies  employed Mr.
Sharma initially as a Product Manager,  then a Group Product Manager and finally
as a Senior Group Manager of Business Management.  Mr. Sharma received a Masters
of  Business   Administration   from  Edinburgh  Business  School,   Herlot-Watt
University and a B.A.Sc. in Chemical Engineering from the University of Toronto.


                                       23
<PAGE>


     Shmuel  Gurfinkel has been our Chief Financial  Officer since January 1998.
From 1998 until 2000, Mr. Gurfinkel served as a Director.  Mr. Gurfinkel is also
a  member  of  the  executive  management  team  of  Intercomsoft  Limited,  our
subsidiary.  Additionally, since 1996, Mr. Gurfinkel also has been a Director of
Banca  Commerciala  pe Actiuni  "Export-Import".  For the past five  years,  Mr.
Gurfinkel  has been  actively  engaged  in  managing  and  operating  the Shmuel
Gurfinkel  accounting firm in Ramat-Gan,  Israel.  Since 1997, Mr. Gurfinkel has
served as a Director of Peker Plada Metals,  Ltd., a subsidiary of Africa Israel
Investments Ltd.

     Gary Shokin has served as a Vice President  since May 2000 and as Secretary
since January 2001.  From May 2000 until January 2001, Mr. Shokin also served as
a Director.  Since 1995,  Mr. Shokin has served as the President of Emerald Spa,
Inc., a New York based  company  specializing  in beauty  enhancement,  physical
fitness and skin care.  Since 1993,  Mr.  Shokin has served as the  President of
North Star Auto Center, Inc.

     Donald W. Kirk,  Ph.D. was named our Chief  Scientific  Advisor on February
21, 2001. Dr. Kirk received his B.A.Sc. in Engineering  Science and MASc. degree
in  Chemical  Engineering  from  the  University  of  Toronto  in 1972  and 1975
respectively.  Dr. Kirk  received  his Ph.D.  in Chemical  Engineering  from the
University of Toronto in 1979.  Since 1993, Dr. Kirk has been a professor in the
Department of Chemical  Engineering  and Applied  Chemistry at the University of
Toronto.  In 1997,  Dr.  Kirk  served  as an  advisory  professor  at  Chongqing
University  located in China. In April 2000, Dr. Kirk was the Technical Chair at
the 10th Annual Pacific Basin Consortium Symposium and, and since April 2000 has
been a member of the Board of  Directors  of the Pacific  Basin  Consortium  for
Hazardous  Waste.  Dr. Kirk is also a member of the  Association of Professional
Engineers of Ontario.

     Rafi Ferry was named our Marketing  Director on February 1, 2001. Mr. Ferry
also serves as the Vice President of Marketing for Aluminum-Power Inc. From 1996
until 1998, Mr. Ferry was employed as a Sales Manager at Gestetner (Israel) Ltd.
Mr. Ferry holds a Bachelor of Business Administration from York University.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon the Company's  review of Forms 3, 4 and 5, and amendments
thereto,  furnished to the registrant under Rule 16a-3(a) during the fiscal year
preceding the filing of this Form 10-KSB, the Company is aware of the following:

     o    Alexander Gordin filed the Initial  Statement of Beneficial  Ownership
          on Form 3 on March 30, 2001.

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


                                       24
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     The  following  table  sets  forth  information  concerning  the annual and
long-term  compensation of the Company's Chief Executive  Officer,  and the most
highly compensated  employees and/or executive officers who served at the end of
the fiscal year ended  December  31, 2001,  and whose salary and bonus  exceeded
$100,000 for the fiscal year ended December 31, 2001,  for services  rendered in
all capacities to the Company and its  subsidiaries  during the Company's  1999,
2000 and 2001 fiscal years. The listed individuals shall be hereinafter referred
to as the "Named Executive Officers."

Summary Compensation Table

<TABLE>
<CAPTION>
                                                Annual Compensation                   Long Term Compensation
                                      --------------------------------------- --------------------------------------

                                                                                    AWARDS
----------------------------- ------- ---------------- ---------------------- -------------------- -----------------

                                                                                  Securities
Name and Principal Position                                Other Annual           Underlying          All Other
                               Year     Salary ($)       Compensation ($)      Options/ SARs (#)     Compensation
----------------------------- ------- ---------------- ---------------------- -------------------- -----------------
<S>                           <C>     <C>              <C>                    <C>                  <C>

Boris Birshtein               1999       $120,000           $21,600(2)                 --                --
(Chairman of the Board)
                              2000      $250,000(1)         $21,600(2)                 --                (3)

                              2001      $250,000(1)         $21,600(2)                 --                --

----------------------------- ------- ---------------- ---------------------- -------------------- -----------------
Alexander Gordin              1999           -                   -                     --                --
(Director, President and
Chief Executive Officer)      2000        $80,000                -                     --                --

                              2001       $120,000           $21,600(4)              500,000              --

----------------------------- ------- ---------------- ---------------------- -------------------- -----------------
</TABLE>

-------------------------------------

(1)  Of the $250,000  that Mr.  Birshtein was entitled to receive in fiscal 2000
     and 2001, $120,000 was paid in each of those years and $130,000 was accrued
     but has not been paid in 2000 and 2001, respectively.

(2)  Mr. Birshtein receives a monthly office expense allowance of $1,800.

(3)  On  February  28,  2000 the  Company  issued to Mr.  Birshtein  warrants to
     purchase  600,000  shares of  common  stock  and  simultaneously  cancelled
     warrants  previously  issued to purchase  the same number of shares,  which
     were  exercisable at a purchase price of $11.50 per share. The newly issued
     warrants have a five year exercise period beginning on the date of issuance
     at an exercise price of $0.50 per share.  The terms of the warrants include
     an anti-dilution clause for the adjustment of the exercise price and number
     and  character of the  underlying  shares,  under  specific  circumstances.
     Additionally,  these warrants entitle Mr. Birshtein to "cashless  exercise"
     rights and demand and "piggy-back" registration rights with


                                       25
<PAGE>


     respect to the  warrants and the  underlying  shares of common  stock.  The
     original  warrants  issued to Mr.  Birshtein were in  consideration  of the
     significant  time an effort  expended  by Mr.  Birshtein  on our behalf for
     which he was not compensated.

(4)  As of January 2001, Mr. Gordin receives a monthly office expense  allowance
     of $1,800.

Options/SAR Grants in Last Fiscal Year

     The following table contains information  concerning options granted during
the Company's 2001 fiscal year to the Named Executive Officers. All such options
were granted under the Company's 2001 Omnibus Plan, as amended.

<TABLE>
<CAPTION>
----------------------- --------------------- ---------------------------- ---------------------- ------------------
                             Number of         Percent of Total Options
                             Securities          Granted to Employees/
                             Underlying           Executive Officers/
                            Options/SARs       Directors/ Consultants in
         Name               Granted (#)             Fiscal Year(1)         Exercise Price ($/sh)   Expiration Date
----------------------- --------------------- ---------------------------- ---------------------- ------------------
<S>                     <C>                   <C>                          <C>                    <C>

Boris Birshtein                 -0-                        -                         -                    -

----------------------- --------------------- ---------------------------- ---------------------- ------------------

Alexander Gordin             500,000(2)                  6.3%                      $0.50          January 2, 2006

----------------------- --------------------- ---------------------------- ---------------------- ------------------
</TABLE>

-------------------------------------

(1)  Based upon  7,970,000  options  granted  under the 2001  Omnibus  Plan,  as
     amended, during fiscal year ended December 31, 2001.

(2)  None of the 500,000 options  granted  pursuant to the 2001 Omnibus Plan, as
     amended, were exercised during the fiscal year ended December 31, 2001.

Compensation of Directors

     All of our Directors are paid an attendance  fee of $2,000 for each meeting
of the Board of  Directors  attended  up to a maximum  of $8,000  for a 12-month
period.  During the fiscal year ended  December 31, 2001,  none of the Directors
received any attendance fees.

     As of  December  31,  2001,  our Board of  Directors  consisted  of Messrs.
Birshtein, Gordin, Solomon, Loveland, Perchal and Sharma. The Board of Directors
has appointed Mr. Loveland and Mr. Birshtein as members of the Omnibus Committee
to  administer  the 2001  Omnibus  Plan,  as amended.  At present,  the Board of
Directors has not established any other committees.

     o    Mr.  Solomon was  appointed  as a member of the Board of  Directors on
          February 16, 2001 and elected in August  2001.  For his  services,  on
          August 15, 2001, Mr. Solomon was granted 100,000  options  pursuant to
          the terms of the 2001 Omnibus Plan, as amended,


                                       26
<PAGE>


          with an exercise  price of $1.00 per share and an  expiration  date of
          August 16, 2006.  As of December  31,  2001,  none of his options were
          exercised.

     o    Mr.  Loveland  was  appointed as a member of the Board of Directors on
          February 16, 2001 and elected in August  2001.  For his  services,  on
          August 15, 2001, Mr. Loveland was issued an option to purchase 100,000
          shares of the Company's  common stock with an exercise  price of $0.50
          per share and an expiration date of August 16,2005. These options were
          not issued pursuant to the terms of the 2001 Omnibus Plan, as amended.
          As of December 31, 2001, none of his options were exercised.

     o    On February 1, 2001,  Mr. Sharma  entered into a Consulting  Agreement
          with  the  Company  and  was  named  as the  R&D  Center  Coordinator.
          Subsequently,  Mr.  Sharma was  appointed  as a member of the Board of
          Directors on February 16, 2001 and elected in August 2001. Pursuant to
          his Consulting  Agreement,  Mr. Sharma received  $44,000 during fiscal
          year 2001 for his  services as R&D Center  Coordinator.  Additionally,
          for his services, Mr. Sharma was granted 250,000 options on August 15,
          2001, pursuant to the terms of the 2001 Omnibus Plan, as amended, with
          an exercise price of $0.50 per share and an expiration  date of August
          16, 2006. As of December 31, 2001, none of his options were exercised.

     o    Mr.  Perchal was  appointed  as a member of the Board of  Directors on
          February 16, 2001 and elected in August 2001. During fiscal year 2001,
          Mr.  Perchal  did not  receive any salary or fees from the Company nor
          did he receive any options  pursuant to 2001 Omnibus Plan, as amended,
          or otherwise.

     o    Mr. Kerry Moody was appointed as a member of the Board of Directors on
          February  16, 2001 and elected in August 2001.  Effective  October 25,
          2001,  however,  Mr. Moody  resigned  from his position as a Director.
          Pursuant to a  consulting  agreement  between the Company and Partners
          Group I, Inc.,  a  corporation  owned and  jointly  controlled  by Mr.
          Moody,  the Company issued an option to purchase 200,000 shares of the
          Company's  common stock to Partners Group I, Inc. on October 25, 2001.
          These  options were granted  pursuant to the terms of the 2001 Omnibus
          Plan, as amended,  and have an exercise price of $0.01 per share, with
          an expiration date of October 25, 2006.  Additionally,  Partners Group
          I, Inc.  received  $50,000  during  2001  pursuant  to its  consulting
          agreement.

     o    Mr. Gary Shokin was elected a Director  and  appointed to the position
          of Vice President on May 1, 2000. Mr. Shokin was also appointed to the
          position of Secretary in January of 2001.  On May 1, 2000,  Mr. Shokin
          became  entitled to an annual  salary of $84,000.  On January 2, 2001,
          Mr. Shokin was granted  500,000  options  pursuant to the terms of the
          2001 Omnibus Plan, as amended.  His options have an exercise  price of
          $0.50 per share and an expiration date of January 2, 2006. On February
          16, 2001, Mr. Shokin resigned from his position as Director.


                                       27
<PAGE>


Employment Agreements

     Currently,  our  only  employment  agreement  is with  Mr.  Birshtein,  our
Chairman of the Board of Directors.

     Pursuant to this employment  agreement,  dated as of February 25, 1999, Mr.
Birshtein has agreed to perform all  necessary  duties and  responsibilities  in
connection  with his position as our Chairman of the Board,  until  December 31,
2003. In consideration of Mr. Birshtein's  services, we agreed to pay him a base
salary, during the first year of the employment agreement,  of $120,000 (subject
to  increase to $250,000  during such year in the event that we  consummated  an
acquisition  of a business  with net  pre-tax  profits of  $3,000,000  or more).
During the second through fifth year of the employment  agreement,  we agreed to
pay Mr.  Birshtein an amount equal to $250,000,  plus fifty percent (50%) of any
Bonus (as defined below) with respect to the  immediately  preceding  year, such
salary to be paid in equal  monthly  installments.  This salary may be increased
(but  not  decreased)  from  time  to time  during  the  term of the  employment
agreement by the Board of Directors.

     We also agreed to pay Mr. Birshtein,  in each calendar year during the term
of the employment agreement,  an amount equal to ten percent (10%) of the Excess
Net  Pre-Tax  Profits  (as defined  below)  (the  "Bonus").  "Excess Net Pre-Tax
Profits" means the amount in each calendar year of employment agreement by which
our  consolidated  net pre-tax profit in such calendar year exceed the amount of
consolidated net pre-tax profit for the immediately preceding calendar year.

     Additionally,  we agreed  to grant Mr.  Birshtein  five year  common  stock
purchase warrants,  each of such warrants to provide for the purchase of one (1)
share of our common stock at an exercise price equal to the closing price of our
common stock on the date Mr. Birshtein is entitled to receive such warrants (the
"Incentive  Warrants").  Mr. Birshtein shall receive 100,000 Incentive  Warrants
for each $1,000,000 of Excess Net Pre-Tax Profits (or a pro-rated  lesser number
of Incentive Warrants based upon amounts of Excess Net Pre-Tax Profits which are
less than  $1,000,000  increments)  in each calendar year during the  employment
agreement,  up to a maximum of 1,000,000  Incentive  Warrants in each such year.
The Incentive  Warrants entitle Mr. Birshtein to "cashless  exercise" rights and
demand and  "piggy-back"  registration  rights  with  respect  to the  Incentive
Warrants and the underlying shares of common stock.

     In the event that, upon the expiration of the employment  agreement,  it is
not renewed or we and Mr. Birshtein have not entered into a successor employment
agreement,  we shall be obligated to pay Mr.  Birshtein on such date, in cash, a
lump sum amount equal to  one-hundred-fifty  percent  (150%) of Mr.  Birshtein's
then base salary and the Bonus  received by Mr.  Birshtein  with  respect to the
last year of the employment agreement.

     On February 28, 2000,  we issued Mr.  Birshtein  600,000  five-year  common
stock  purchase  warrants in  consideration  of the  significant  time an effort
expended by him, on our behalf, for which he was not previously compensated for.
Each  warrant  provides for the purchase of one (1) share of our common stock at
an  exercise  price of $0.50 per  share.  The terms of the  warrants  include an
anti-


                                       28
<PAGE>


dilution  clause  for the  adjustment  of the  exercise  price  and  number  and
character of the underlying shares, under specific circumstances. These warrants
also  entitle  Mr.  Birshtein  to  "cashless  exercise"  rights  and  demand and
"piggy-back" registration rights with respect to the warrants and the underlying
shares of common stock.  Simultaneously with the issuance of these warrants,  we
canceled  warrants  previously  issued to Mr.  Birshtein,  for a like  number of
shares of our common stock, with an exercise price of $11.50 per share.

     Additionally,  Mr. Birshtein receives a monthly office expense allowance of
$1,800 on the first day of each month during the employment agreement.

Resignation  of Theodore B. Shapiro as an Officer and Director;  Termination  of
Employment Agreement

     Theodore B. Shapiro was elected as a Director and  appointed  President and
CEO of the Company on January 6, 1998.  On February 25, 1999, we entered into an
Employment  Agreement with Mr. Shapiro having a five-year  term,  which provided
for an annual salary of $120,000.

     On February  28, 2000 we issued  warrants  to  purchase  400,000  shares of
common stock to Mr. Shapiro and  simultaneously  cancelled  warrants  previously
issued to  purchase  the same  number of  shares,  which were  exercisable  at a
purchase price of $11.50 per share.  The newly issued  warrants have a five year
exercise period  beginning on the date of issuance at an exercise price of $0.50
per share.  The warrants also entitle Mr. Shapiro to "cashless  exercise" rights
and demand and "piggy-back" registration rights with respect to the warrants and
the  underlying  shares of common  stock.  The original  warrants  issued to Mr.
Shapiro  were in  recognition  of his  uncompensated  services  expended  on our
behalf.

         As of December 31, 2001,  we were in a  disagreement  with Mr.  Shapiro
concerning the validity and effect of an  anti-dilution  paragraph  contained in
his warrant  agreement.  In part,  the  paragraph at question  provides that Mr.
Shapiro's  exercise price,  and the number and character of the shares of common
stock underlying Mr.  Shapiro's  warrants would be adjusted in the event that we
sell or issue  shares  of  common  stock or any  options  exchangeable  for,  or
convertible  into, shares of our common stock at a price per share of our common
stock less than the higher of either the then current  market price per share of
common stock or Mr.  Shapiro's  exercise  price.  There can be no assurance that
this  matter will be  resolved  on terms  acceptable  to us nor can there be any
assurance  that the  resolution of this matter will not result in the adjustment
of the exercise price and number and character of the underlying  shares. In the
event that we cannot resolve this matter on terms  acceptable to us, and further
that a court of law determines that Mr.  Shapiro's  position is the correct one,
then upon the full exercise of Mr. Shapiro's  warrants,  we may be legally bound
and  obligated  to issue  additional  shares of common  stock to Mr.  Shapiro of
approximately 3.25 million shares, which would have an immediate and substantial
dilutive effect on the shares of our common stock outstanding.

     Mr.  Shapiro  resigned as our  President on May 1, 2000 and as Director and
CEO on October  25,  2000,  thereupon  became  Vice  President.  His  Employment
Agreement was terminated by mutual


                                       29
<PAGE>


agreement  on October 25,  2000.  We,  however,  agreed to  continue  paying Mr.
Shapiro an annual salary of $120,000 plus an expense allowance of $1,800 through
January 10, 2001, when Mr. Shapiro  resigned from his position as an officer and
his salary and benefits were terminated.

Resignation  of Robert L.  Blessey as an Officer and  Director;  Termination  of
Employment Agreement

     Robert L. Blessey was elected as a Director and appointed  Secretary of the
Company on January 6, 1998.  On February 25, 1999, we entered into an Employment
Agreement with Mr. Blessey having a five-year term, which provided for an annual
salary of $120,000.

     On February  28, 2000 we issued  warrants  to  purchase  400,000  shares of
common stock to Mr. Blessey and  simultaneously  cancelled  warrants  previously
issued to  purchase  the same  number of  shares,  which were  exercisable  at a
purchase price of $11.50 per share.  The newly issued  warrants have a five-year
exercise period  beginning on the date of issuance at an exercise price of $0.50
per share.  The warrants also entitle Mr. Blessey to "cashless  exercise" rights
and demand and "piggy-back" registration rights with respect to the warrants and
the  underlying  shares of common  stock.  The original  warrants  issued to Mr.
Blessey  were in  recognition  of his  uncompensated  services  expended  on our
behalf.

     As of  December  31,  2001,  we were in a  disagreement  with  Mr.  Blessey
concerning the validity and effect of an  anti-dilution  paragraph  contained in
his warrant  agreement.  In part,  the  paragraph at question  provides that Mr.
Blessey's  exercise price,  and the number and character of the shares of common
stock underlying Mr.  Blessey's  warrants would be adjusted in the event that we
sell or issue  shares  of  common  stock or any  options  exchangeable  for,  or
convertible  into, shares of our common stock at a price per share of our common
stock less than the higher of either the then current  market price per share of
common stock or Mr.  Blessey's  exercise  price.  There can be no assurance that
this  matter will be  resolved  on terms  acceptable  to us nor can there be any
assurance  that the  resolution of this matter will not result in the adjustment
of the exercise price and number and character of the underlying  shares. In the
event that we cannot resolve this matter on terms  acceptable to us, and further
that a court of law determines that Mr.  Blessey's  position is the correct one,
then upon the full exercise of Mr. Blessey's  warrants,  we may be legally bound
and  obligated  to issue  additional  shares of common  stock to Mr.  Blessey of
approximately 3.25 million shares, which would have an immediate and substantial
dilutive effect on the shares of our common stock outstanding.

     On October 25, 2000, Mr. Blessey  resigned as a Director and his Employment
Agreement  was  terminated  by  mutual  agreement.  After his  resignation  as a
Director,  Mr. Blessey continued to act as Secretary and continued to receive an
annual  salary of $120,000 plus an expense  allowance of $1,800.  On January 10,
2001,  Mr.  Blessey  resigned from his position as an officer and his salary and
benefits were terminated.


                                       30
<PAGE>


2001 Omnibus Plan, As Amended

     In January of 2001,  our Board of Directors  adopted the 2001 Omnibus Plan,
which became effective in February of 2001 after stockholder  approval.  In June
of 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 to increase  the  authorized  number of
shares  issuable  pursuant to the 2001 Omnibus Plan from 4,000,000 to 10,000,000
shares. This amendment became effective in August of 2001.

Summary of 2001 Omnibus Plan, as amended

     Qualified directors, officers, employees,  consultants and advisors of ours
and our subsidiaries  are eligible to be granted (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 any terms and conditions with respect to such Awards as shall not be
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 additional compensation
for their  services in connection  with the  administration  of the 2001 Omnibus
Plan, as amended.

     The Omnibus  Committee  may grant NQSOs or ISOs that are evidenced by stock
option agreements.  A NQSO is a right to purchase a specific number of shares of
common stock during such time as the Omnibus  Committee  may  determine,  not to
exceed ten years, at a price  determined by the Omnibus  Committee that,  unless
deemed  otherwise  by the  Omnibus  Committee,  is not less than the fair market
value of the common  stock on the date the NQSO is granted.  An ISO is an Option
that meets the requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").  No ISOs may be granted under the 2001 Omnibus Plan, as
amended,  to an employee who owns more than 10% of our outstanding  voting stock
("Ten Percent Stockholder") unless the option price is at least 110% of the fair
market  value  of the  common  stock  at 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


                                       31
<PAGE>


with an aggregate fair market value  (determined as of 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 the 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.

     A 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 a SAR granted in tandem with an
ISO to an employee who is a Ten Percent  Stockholder,  the exercise  price shall
not be less than 110% of the fair market value of a share of common stock on the
date the SAR is granted.

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

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

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

     The Omnibus Committee determines the price of any 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

                                       32
<PAGE>


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 such Change of Control,  become fully and immediately
vested and  exercisable  and may be  exercised  for the  remaining  term of such
Awards.

     If we are 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.

     The 2001  Omnibus  Plan,  as  amended,  and all Award  agreements  shall be
construed and enforced in accordance  with and governed by the laws of the State
of New York.

     As of December  31,  2001,  of the  10,000,000  shares of our common  stock
reserved  for  issuance  under the 2001  Omnibus  Plan,  as amended,  options to
acquire 7,970,000 shares of our common stock were granted under the 2001 Omnibus
Plan, as amended.


                                       33
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  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  beneficial  owners of more than 5% of our common  stock as of
December 31, 2001, 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 optionees.  Subject to community  property laws, where  applicable,
the persons or entities named in the table above 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, 2001(1)

                                         AMOUNT AND NATURE OF
        NAME OF BENEFICIAL OWNER           BENEFICIAL OWNER     PERCENT OF CLASS
        ------------------------           ----------------     ----------------

Boris Birshtein (2)(3)(4)                     96,795,000             88.2%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Aluminum-Power Inc.
87 Scollard Street
Toronto, Ontario M5R 1G4 (2)                  88,000,000             80.2%

Alexander M. Gordin (5)                        500,000               0.46%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Gary Shokin (6)                                500,000               0.46%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Shmuel Gurfinkel (7)                               --                   --
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Michael J. Solomon (8)                         100,000               0.09%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

John R. Loveland (9)                           100,000               0.09%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019


                                       34
<PAGE>


Walter J. Perchal (10)                             --                   --
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Vijay Sharma (11)                              250,000               0.23%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Donald W. Kirk (12)                            250,000               0.23%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Rafi Ferry (13)                                504,000               0.46%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

All Executive Officers and
Directors as a Group (10 persons)(14)         98,999,000             90.2%

--------------------------------

(1)  Based on a total of 109,769,000 shares of common stock, which includes: (i)
     100,039,000 shares of common stock issued and outstanding as of the date of
     December 31, 2001;  (ii)  warrants to purchase  1,460,000  shares of common
     stock; (iii) 7,970,000 options to purchase common stock granted pursuant to
     the 2001 Omnibus  Plan, as amended;  and, (iv) 300,000  options to purchase
     common stock granted  outside of the 2001 Omnibus  Plan,  as amended.  Note
     that the  100,039,000  shares of common stock issued and  outstanding as of
     the date of December  31, 2001 takes into account (i) the  cancellation  of
     200,000 shares erroneously issued to S&F Capital LLC, and (ii) assumes that
     such 200,000 shares were  cancelled on or prior to December 31, 2001.  Note
     further that the total of 109,769,000  shares of common stock does not take
     into account a potential resolution of the Company's  disagreement with Mr.
     Blessey  and  Mr.  Shapiro   concerning  the  validity  and  effect  of  an
     anti-dilution  paragraph  contained in their respective warrant agreements.
     There can be no  assurance  that these  matters  will be  resolved on terms
     acceptable  to the  Company  nor  can  there  be  any  assurance  that  the
     resolution  of these  matters  will not  result  in the  adjustment  of the
     exercise price and number and character of the underlying shares.  Should a
     court of law determine that the position of Messrs.  Blessey and Shapiro is
     the correct one, then upon full exercise of their warrants, the Company may
     be obligated  to fulfill the terms of these  paragraphs  and issue  Messrs.
     Blessey and Shapiro  additional shares of common stock of approximately 6.5
     million  shares,  in the  aggregate,  which  would  have an  immediate  and
     substantial  dilutive  effect on the shares of the  Company's  common stock
     outstanding.

(2)  Mr. Birshtein is an indirect owner of  Aluminum-Power  Inc.  Aluminum-Power
     Inc.'s majority shareholder is Eontech Group Inc. Birshtein Holdings,  Ltd.
     is the majority owner of Eontech Group Inc. Mr. Birshtein directly controls
     Birshtein Holdings, Ltd.

(3)  Mr. Birshtein currently serves as our Chairman of the Board.

(4)  Includes  4,285,000 shares of common stock and warrants to purchase 600,000
     shares of common stock owned directly by Mr. Birshtein;  3,910,000 owned by
     Magnum Associates,


                                       35
<PAGE>


     Inc.,  of which Mr.  Birshtein  is the sole  shareholder;  and,  88,000,000
     shares of common stock owned by Aluminum-Power Inc.

(5)  Includes  500,000  options to purchase  common stock  granted to Mr. Gordin
     pursuant to the 2001 Omnibus Plan, as amended.  Mr. Gordin currently serves
     as a Director and the President and Chief Executive Officer.

(6)  Includes  500,000  options to purchase  common stock  granted to Mr. Shokin
     pursuant to the 2001 Omnibus  Plan, as amended.  On February 16, 2001,  Mr.
     Shokin  resigned  from  his  position  as a  Director  but  remains  a Vice
     President and Secretary.

(7)  On  February  16,  2001,  Mr.  Gurfinkel  resigned  from his  position as a
     Director,  but remains our Chief Financial Officer. Mr. Gurfinkel is also a
     member  of the  executive  management  team of  Intercomsoft  Limited,  our
     subsidiary.

(8)  On February 16, 2001, Mr. Solomon was appointed as a member of the Board of
     Directors. Mr. Solomon was granted 100,000 options to purchase common stock
     pursuant to the 2001 Omnibus Plan, as amended.

(9)  On February 16, 2001,  Mr.  Loveland was appointed as a member of the Board
     of  Directors.  For his  services as a Director,  Mr.  Loveland was granted
     100,000 options,  outside of the 2001 Omnibus Plan, as amended, to purchase
     common stock.

(10) On February 16, 2001, Mr. Perchal was appointed as a member of the Board of
     Directors.  Mr. Perchal owns  approximately a 1% interest in Aluminum-Power
     Inc., beneficial owner of 88,000,000 shares of our common stock.

(11) On February 16, 2001,  Mr. Sharma was appointed as a member of the Board of
     Directors.  Pursuant to Mr. Sharma's Consulting Agreement with the Company,
     Mr. Sharma was granted 250,000 options to purchase common stock pursuant to
     the  2001  Omnibus  Plan,  as  amended,  for  his  services  as R&D  Center
     Coordinator.  Mr.  Sharma also serves as the  President  of  Aluminum-Power
     Inc., beneficial owner of 88,000,000 shares of our common stock.

(12) Mr.  Kirk was named as our Chief  Scientific  Advisor in  February of 2001.
     According to the terms of his Consulting  Agreement  with the Company,  Mr.
     Kirk was granted  250,000  options to purchase common stock pursuant to the
     2001 Omnibus Plan, as amended.

(13) Mr.  Ferry was named as our  Marketing  Director in  February  of 2001.  In
     addition to the 4,000  shares  owned by Mr.  Ferry,  Mr.  Ferry was granted
     500,000 options to purchase common stock pursuant to the 2001 Omnibus Plan,
     as amended,  according to the terms of his  Consulting  Agreement  with the
     Company. Mr. Ferry's wife serves as Mr. Birshtein's Executive Assistant. As
     such,  she owns 100  shares of  common  stock and was  granted  options  to
     purchase 250,000 shares of common stock, pursuant to the 2001 Omnibus Plan,
     as amended.  Mr. Ferry disclaims  beneficial ownership of his wife's shares
     of common stock


                                       36
<PAGE>


     and options to purchase common stock.

(14) Includes Messrs.  Birshtien,  Gordin, Solomon,  Loveland,  Perchal, Sharma,
     Gurfinkel, Shokin, Kirk and Ferry.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

o Through December 31, 2001, cash advances totaling  approximately $400,000 have
been made to the Company by Mr. Boris  Birshtein,  our Chairman of the Board and
indirect owner of a majority of our  outstanding  shares of common stock,  or by
entities effectively owned and controlled by Mr. Birshtein. Of the approximately
$400,000 advanced, Mr. Birshtein personally advanced approximately $104,000, and
entities,   effectively  owned  and  controlled  by  Mr.   Birshtein,   advanced
approximately  $48,000  during  fiscal year ended  December 31,  2001.  The cash
advances made to the Company are non-interest bearing and due on demand.

o On July 24, 2001, Eontech R&D, Inc. ("Eontech R&D") was incorporated under the
laws of the  State of  Delaware  for the  purpose  of  conducting  research  and
development of emerging  technologies.  Currently,  there are 1000 shares of its
common  stock  issued  and  outstanding,  240 of which  are  owned by us. Of the
remaining shares of common stock that are issued and outstanding, Aluminum-Power
Inc.  owns 510 shares of Eontech R&D and AGGI  Limited,  LLC  ("AGGI"),  an Ohio
limited liability company in the business of conducting research and development
of alternative  energy  technologies,  owns the remaining 250 shares. All of the
shareholders  of Eontech R&D have entered  into a  Shareholders  Agreement.  The
members of the Board of Directors of Eontech R&D includes  Alexander Gordin, one
of our Directors,  our CEO and  President,  and Alon  Birshtein,  the son of Mr.
Birshtein,  our  Chairman of the Board and  indirect  owner of a majority of our
outstanding shares of common stock.

     On August  28,  2001,  we  entered  into an  agreement  with  Eontech  R&D,
Aluminum-Power  Inc.,  AGGI  and  Eontech  Group  Inc.  (the  "August  28,  2001
Agreement") whereby Eontech R&D is to conduct research on our and Aluminum-Power
Inc.'s  aluminum-power  fuel  cell  technology.  Additionally,  Eontech  R&D  is
obligated to assist in the creation, production, design, manufacture,  marketing
and  distribution  of products for an on behalf of  Aluminum-Power  Inc. and us,
when requested.

     Pursuant to the August 28, 2001 Agreement, AGGI is obligated to provide its
premises, facilities, equipment and all its necessary human resources to Eontech
R&D in order for Eontech R&D to fulfill its own obligations under the August 28,
2001 Agreement.

     The  parties to the August 28,  2001  Agreement  have agreed that AGGI will
charge  Eontech R&D the cost,  with no profit,  for Eontech  R&D's use of AGGI's
premises, equipment and personnel.

     Generally, under the August 28, 2001 Agreement,  Eontech R&D is entitled to
sell, for its


                                       37
<PAGE>


own  account,  prototypes  and  production  lines it may  develop  on  behalf of
Aluminum-Power  Inc. and us;  provided,  however,  that Eontech R&D first obtain
permission  from  Aluminum-Power  Inc.  and us.  Eontech  R&D is  not,  however,
permitted to sell products  actually  produced from such prototypes or from such
production lines. Furthermore,  Aluminum-Power and we have agreed to advance any
moneys owed by Eontech  R&D to AGGI,  under the August 28,  2001  Agreement,  if
Eontech R&D does not have sufficient funds to pay AGGI. However, Eontech R&D has
agreed that it will repay such  advances to  Aluminum-Power  Inc.  and us before
Eontech R&D makes any  distribution  to its  shareholders  of any profits it may
derive from the sale of prototypes  and/or  production lines. As of December 31,
2001,  Eontech  R&D did not have  sufficient  funds to pay AGGI and we  advanced
$40,000 to AGGI on behalf of Eontech R&D.

     Additionally,  under the August 28, 2001 Agreement, we have agreed to issue
AGGI a stock option to purchase  2,000,000  shares of our common stock,  with an
exercise price of $0.50 per share, expiring August 23, 2003; provided,  however,
that if the closing  price of our common stock is less than $1.00 per share,  as
listed on any exchange,  at 5:00 p.m. (EST) on August 23, 2003, then we shall be
obligated to pay to AGGI for each share of stock which is subject to the option,
whether the option has been exercised or  unexercised,  the  difference  between
$1.00 and the price of our common stock at which the stock was last traded,  but
in no event more than $0.50 per share.

     Under the August 28, 2001 Agreement,  Eontech Group Inc. has also agreed to
issue to AGGI a stock  option  to  purchase  5.54  shares of its  common  stock,
representing five percent (5%) of its issued and outstanding common stock, as of
the date of the August 28, 2001 Agreement, with an exercise price of $902,527.08
per share or a total of $5,000,000,  expiring on August 23, 2004. However,  AGGI
can exercise  the options  without  payment of any  exercise  price if: (i) AGGI
and/or Eontech R&D have completed working prototypes which, in the discretion of
Aluminum-Power Inc. and us, are immediately  commercially  marketable,  for: (a)
fuel cell cartridges, electric power stations, electric cartridges for universal
military  applications,  and  electric  batteries  for  automobiles;  and  (b) a
production  line  to  produce   cathode,   anode  or   electrolytes;   and  (ii)
Aluminum-Power  Inc. and/or we have entered into a major license or distribution
agreement for one or more of the products produced.

     Other  than as  described  above,  AGGI has no other  relationship  with us
and/or Aluminum-Power Inc., and/or any of our respective officers,  directors or
affiliates.

o On August 15, 2001, we any granted John R.  Loveland,  a Director,  options to
purchase  100,000 shares of common stock,  with an expiration date of August 15,
2006 and an exercise  price of $0.50 per share of common  stock.  These  options
were not granted  pursuant to the terms of the 2001  Omnibus  Plan,  as amended.
This  transaction  by the Company did not  involve any public  offering  and was
exempt from the registration  requirements  under the Securities Act pursuant to
Section 4(2) thereof.

o Mr. Birshtein directly controls Birshtein  Holdings,  Ltd., the majority owner
of Eontech  Group  Inc.  Eontech  Group  Inc.  is the  majority  shareholder  of
Aluminum-Power  Inc., the holder of a majority of the outstanding  shares of our
common  stock.  See  "Directors,   Executive  Officers,  Promoters  and  Control
Persons", and "Security Ownership of Certain Beneficial Owners and


                                       38
<PAGE>


Management." In July of 2001,  Eontech Group Inc. entered into an agreement with
Mr.  Jerry Goodis and The  DragonWyck  Corporation,  whereby Mr.  Goodis and The
DragonWyck  Corporation  have  agreed to provide  Eontech  Group  Inc.,  and its
subsidiaries and affiliates,  including us and Aluminum-Power Inc., with certain
consulting services.  As partial consideration for such services, we have agreed
to grant options to The DragonWyck Corporation to purchase 200,000 shares of our
common  stock,  for a period of three years,  at an exercise  price of $0.50 per
share of common stock.

o  Partners  Group I, Inc.  ("Partners")  is a  corporation  owned  and  jointly
controlled  by Mr. Kerry  Moody,  who was  appointed as one of our  directors on
February 16, 2001 and elected in August of 2001.  In June 2001,  we entered into
an oral  agreement to pay Partners  $5,000 per month for Mr. Moody to provide to
us certain  government  relations  services and strategic  advice  pertaining to
federal and state governments and their respective  agencies.  Additionally,  we
agreed to pay all of Partners' reasonable and customary expenses incurred in the
performance  of the  consulting  services.  Furthermore,  we agreed to grant Mr.
Moody, as Partner's designee,  the right to purchase up to 500,000 shares of our
common stock with an exercise price of $0.01 per share for a period of one year,
100,000  of  which  immediately  vested  on June 1,  2001,  and  thereafter  the
remaining  options to vest at a rate of 25,000 per month  during the term of the
agreement between the parties.

     Effective October 25, 2001, Mr. Moody resigned as a director. Additionally,
our agreement with Partners  expired on October 31, 2001. As a result,  Partners
received all the compensation owed under the consulting  agreement,  in addition
to options to purchase a total of 200,000  shares of our common  stock,  with an
exercise  price of $0.01  per  share  for a period of one year from the dates of
their grant.

o On June 1, 2001,  with our cooperation  and  assistance,  Aluminum-Power  Inc.
opened an  International  Research and Development  Center in Toronto,  Ontario,
Canada  (the "R&D  Center").  The R&D Center is located in a 6,000  square  foot
facility  that  Aluminum-Power  Inc.  leased on March 31, 2001,  for a five-year
term. Pursuant to a Research & Development Agreement between Aluminum-Power Inc.
and us, dated July 1, 2001,  we have agreed to reimburse  Aluminum-Power  Inc. a
percentage of its costs (as such costs relate to work specifically performed for
and on behalf of us). The R&D Center houses a prototype development and assembly
facility and a laboratory  with a full  complement  of research and  development
staff including mechanical engineers, design engineers, research and development
scientists and support staff.

     The Research & Development  Agreement provides us with unlimited use of the
R&D Center,  unlimited  use of all  equipment and unlimited use of all employees
located at the R&D  Center,  for a period of five years,  provided  that we pay,
proportionately,  all  costs  and  expenses  associated  with the use of the R&D
Center. Under the Research & Development Agreement,  for a period of five years,
we are not  obligated to pay any amount owed to  Aluminum-Power  Inc.,  with the
exception of a monthly fee equal to 1.2% of Aluminum-Power  Inc.'s fixed monthly
expenses associated with the R&D Center. The accrued balance of the total amount
owed to Aluminum-Power  Inc. is payable on the fifth anniversary of the Research
&  Development  Agreement,  together with interest at a rate of two percent (2%)
per annum.  As of December  31,  2001,  the  Company  owed  Aluminum-Power  Inc.
approximately $232,000.


                                       39
<PAGE>


o On February 1, 2001, we entered into a Consulting Agreement with Mr. Donald W.
Kirk,  who was  named as our  Chief  Scientific  Advisor,  for a two year  term.
According to the terms of his Consulting Agreement, Mr. Kirk receives $2,750 per
month and was granted  250,000  options to purchase common stock pursuant to the
2001 Omnibus Plan, as amended,  with an exercise price of $0.50 per share and an
expiration date of August 15, 2006.

o On February 1, 2001,  we entered  into a Consulting  Agreement  with Mr. Vijay
Sharma,  who was named our R&D  Center  Coordinator,  for a two year  term.  Mr.
Sharma  was  subsequently  appointed  as a member of the Board of  Directors  on
February  16,  2001 and  elected  in August  2001.  Pursuant  to his  Consulting
Agreement,  Mr. Sharma received $44,000 during fiscal year 2001 for his services
as R&D Center  Coordinator,  and will  continue to receive  that  amount  during
fiscal year 2002. Additionally, for his services, Mr. Sharma was granted 250,000
options on August 15, 2001,  pursuant to the terms of the 2001 Omnibus  Plan, as
amended,  with an exercise  price of $0.50 per share and an  expiration  date of
August 16, 2006. Mr. Sharma also serves as the President of Aluminum-Power Inc.,
beneficial owner of 88,000,000 shares of our common stock.

o On February 1, 2001,  we entered  into a  Consulting  Agreement  with Mr. Rafi
Ferry, who was named as our Marketing Director, for a two year term. Pursuant to
the terms of his Consulting  Agreement,  Mr. Ferry receives a monthly consulting
fee of $5,000 per month for his services. Additionally, Mr. Ferry was granted an
option to purchase  granted 500,000 options to purchase common stock pursuant to
the 2001 Omnibus Plan, as amended.  Mr.  Ferry's wife serves as Mr.  Birshtein's
Executive Assistant. She owns 100 shares of common stock and was granted options
to purchase  250,000 shares of common stock,  pursuant to the 2001 Omnibus Plan,
as amended.  Mr. Ferry  disclaims  beneficial  ownership of his wife's shares of
common stock and options to purchase common stock.

o Mr. Boris Birshtein  effectively  controls Eontech Group Inc., the entity that
is  the  majority  shareholder  of  Aluminum-Power  Inc.  As  a  result  of  Mr.
Birshtein's  interest in  Aluminum-Power  Inc., an introduction was made between
Aluminum-Power   Inc.  and  us.  Discussions  between  the  parties  ensued  and
eventually  resulted  in an  agreement  by  and  between  the  parties  for  our
acquisition of certain  aluminum-air  fuel cell technology  from  Aluminum-Power
Inc. in exchange for a substantial  part of our then operating assets located in
the Republic of Moldova.  Mr. Birshtein did not receive any form of compensation
for his introduction of Aluminum-Power Inc. to us.

     On January 11, 2001, Mr. Birshtein, in his capacity as the beneficial owner
of the majority of outstanding shares of our common stock,  provided irrevocable
written consent approving our acquisition and licensing of certain  aluminum-air
fuel cell technology from  Aluminum-Power  Inc., in exchange for our issuance of
88,000,000  shares  of our  common  stock and our  transfer  of  certain  of our
operating  assets  located in the  Republic  of Moldova to  Aluminum-Power  Inc.
Additionally,  in  January  2001,  our Board of  Directors  (with Mr.  Birshtein
abstaining as a result of his interest in the  transaction  with  Aluminum-Power
Inc.) approved such actions,  including the transaction with Aluminum-Power Inc.
See "Description of Business".


                                       40
<PAGE>


     Upon   consummation   of  the   Technology   Acquisition   Agreement   with
Aluminum-Power  Inc., Mr. Birshtein  effectively  became the beneficial owner of
96,795,000 shares of our common stock, or approximately 95.7% of our outstanding
shares as of the closing of the Technology Acquisition Agreement.  See "Security
Ownership of Certain Beneficial Owners and Management".

o On June 18, 2000,  we entered  into a loan  arrangement  with  Magnum.  Magnum
loaned us  $796,000,  which we needed to  fulfill  increased  statutory  capital
requirements  imposed upon our then  subsidiary,  Banca  Commerciala  pe Actiuni
"Export-Import"  ("Banca"),  by the  National  Bank of  Moldova.  Our  Board  of
Directors  accepted this loan by resolution  after we failed to obtain the money
through  independent  third  parties.  On June  28,  2000,  we paid  $74,000  of
principal on the loan,  thereby  reducing the principal amount owed to $722,000.
On  December  16,  2000,  Magnum  assigned  all of its rights,  obligations  and
liabilities created under the June 18, 2000 loan to Starbeam Ltd.  ("Starbeam"),
a corporation effectively owned and controlled by Mr. Birshtein.

o  The  National  Bank  of  Moldova  then  issued  risk-based  capital  adequacy
regulations requiring all banks operating with a "B" license, which Banca holds,
to maintain a minimum amount of capital.  Pursuant to these  regulations,  Banca
was forced to again increase its capital, this time, in the amount of $1,216,000
on or prior to December 31, 2000. We were unsuccessful in our attempts to secure
financing through independent third parties to meet these capital  requirements.
In order to raise the $1,216,000 to meet the increased capital  requirements and
for Banca to maintain  its "B"  license,  our Board of  Directors  approved  the
transfer  of 100% of the  capital  stock of  Maximilia,  Ltd.  ("Maximilia"),  a
subsidiary at the time,  and 50% of the capital stock of Sturge,  Ltd.,  another
subsidiary  at the time,  to Starbeam in exchange  for  $1,216,000  in cash plus
satisfaction of the original loan to Magnum, which was assigned to Starbeam,  in
the then principal amount of $722,000,  being total consideration of $1,938,000.
At the time that our  interests  in  Maximilia  and Sturge were  transferred  to
Starbeam,  Maximilia and Sturge each owned 50% (or 100% in the aggregate) of the
issued and outstanding capital stock of Banca.

o On April 3,  2000,  we  transferred  $1,349,000  (representing  principal  and
interest) in payment of an  obligation on our books to Magnum  Associates,  Ltd.
("Magnum"), a controlling stockholder at the time, which is owned and controlled
by Mr.  Birshtein.  This  obligation  to  Magnum  arose  from  the  transactions
contemplated  in the Agreement and Plan of  Reorganization,  dated  December 13,
1997.


                                       41
<PAGE>


                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     (a)  The exhibits listed below are filed as part of this Annual Report.

    Exhibit No.                     Document
    -----------                     --------

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

       10(i)             Technology  Asset  Acquisition  Agreement Dated January
                         11,  2001  by  and  between  Trimol  Group,   Inc.  and
                         Aluminum-Power,  Inc.  (incorporated  by reference from
                         the  Definitive  Information  Statement  filed with the
                         Securities  and  Exchange  Commission  under  File  No.
                         000-28144)

      10(ii)             License Agreement Dated January 11, 2001 by the between
                         Trimol   Group,   Inc.   and    Aluminum-Power,    Inc.
                         (incorporated   by   reference   from  the   Definitive
                         Information  Statement  filed with the  Securities  and
                         Exchange Commission under File No. 000-28144)

      10(iii)            August 28, 2001  Agreement by and between Trimol Group,
                         Inc.,  Eontech R&D,  Inc.,  Aluminum-Power  Inc.,  AGGI
                         Limited, LLC and Eontech Group Inc.

      10(iv)             July 6,  2001  Letter  Agreement  (and  Rider)  between
                         Eontech  Group  Inc.  and  Mr.  Jerry  Goodis  and  The
                         DragonWyck Corporation


                                       42
<PAGE>


       10(v)             July 1, 2001 Research & Development  Agreement  between
                         Aluminum-Power Inc. and Trimol Group, Inc.

      10(vi)             Consulting  Agreement between Donald W. Kirk and Trimol
                         Group, Inc., dated February 1, 2001

      10(vii)            Consulting  Agreement  between  Vijay Sharma and Trimol
                         Group, Inc., dated February 1, 2001

     10(viii)            Consulting  Agreement  between  Rafi  Ferry and  Trimol
                         Group, Inc., dated February 1, 2001

        21               Subsidiaries of the Registrant

        23               Consent of Paritz & Company, P.A.



     (b)  Reports on Form 8-K filed during the fourth  quarter period covered by
          this Report are the following:

          1.   Amended  Current  Report on Form 8-K/A  filed on January 19, 2001
               amending  the  Company's  Current  Report  on Form  8-K  filed on
               December 12, 2000.

          3.   Current Report on Form 8-K filed on March 1, 2001  announcing the
               acquisition of the battery technology.


                                       43
<PAGE>


                                   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 11th day of
April, 2002.

TRIMOL GROUP, INC.


By:      /s/ Alexander Gordin
      ------------------------------
Name:   Alexander Gordin
Titles: Chief Executive Officer, President, and Director

        In  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 dated indicated.


By:            /s/  Boris Birshtein                         Date: April 11, 2001
    -------------------------------------------------
Name:   Boris Birshtein
Title:  Chairman of the Board and Director


By:            /s/   Alexander Gordin                       Date: April 11, 2001
    -------------------------------------------------
Name:   Alexander Gordin
Title:  President, Chief Executive Officer, and Director


By:            /s/     Michael J. Solomon                   Date: April 11, 2001
    -------------------------------------------------
Name:   Michael J. Solomon
Title:  Director

By:            /s/     John R. Loveland                     Date: April 11, 2001
    -------------------------------------------------
Name:   John R. Loveland
Title:  Director

By:            /s/   Walter J. Perchal                      Date: April 11, 2001
    -------------------------------------------------
Name:   Walter J. Perchal
Title:  Director

By:            /s/        Vijay Sharma                      Date: April 11, 2001
    -------------------------------------------------
Name:   Vijay Sharma
Title:  Director


                                       44