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, 2003

      |_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

Commission file number: 000-26971

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

                        DELAWARE                            13-3859706
                (State of Incorporation)              (IRS Employer ID No.)

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

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

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act: None

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |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, 2003: $4,128,000.

The aggregate market value of the voting common equity held by non-affiliates of
the registrant was approximately $280,093 as of March 31, 2004.

The number of shares outstanding of the Registrant's common stock, as of March
31, 2004 was 100,472,328

Indicate by check mark whether the Registrant is an accelerated filer as defined
in Rule 12b-2 of the Securities Exchange Act of 1934. YES |_|  NO |X|

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant's definitive information statement which was filed with the
Securities and Exchange Commission (the "SEC") on January 24, 2001, for a
special meeting of stockholders, and its information statement which was filed
with the SEC on July 19, 2001 amending the 2001 Omnibus Plan, is incorporated by
reference throughout this Form 10-KSB.

      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 Operation" and "Description of Business," as
well as elsewhere 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 1

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

   ITEM 2.  DESCRIPTION OF PROPERTY .......................................    6

   ITEM 3.  LEGAL PROCEEDINGS .............................................    6

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...........    6

PART II

   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......    7

   ITEM 6.  MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATION ......................................    9

   ITEM 7.  FINANCIAL STATEMENTS ..........................................   13

            Report of the Independent Auditors ............................   14
            Consolidated Balance Sheet ....................................   15
            Consolidated Statement of Operations ..........................   16
            Statement of Changes in Shareholders' Equity ..................   17
            Consolidated Statement of Cash Flows ..........................   18
            Notes to Consolidated Financial Statements ....................   19

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE ......................................   27

PART III

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT ............   28

   ITEM 10. EXECUTIVE COMPENSATION ........................................   30

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    37

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................   38

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


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

      We were incorporated on May 6, 1953 under the laws of the State of
Delaware. Since incorporation, we have undergone several name changes and have
been engaged in several different businesses.

      Since 1998 we have operated 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 such as passports, drivers' licenses, car
licenses and identification cards, in the Republic of Moldova, a former member
of the Soviet Union.

      From 1998 and through the year ending December 31, 2000, we also operated
a hotel, an insurance company and a bank in the Republic of Moldova.

      In 2000, faced with the prospects of continued financial weakening as a
result of the economic and political climate in 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 energy company that owns and develops
certain proprietary rights to an aluminum-air fuel cell technology. Boris
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 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 consummated 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 Securities and
Exchange Commission on January 24, 2001.

      Immediately thereafter, we began to pursue the development of a
mechanically rechargeable aluminum-air fuel cell for use with portable consumer
electronic devices, with the goal of commercial exploitation.

      At the time we consummated the agreement and license with Aluminum-Power
Inc., Boris 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".


                                       1
<PAGE>

      Pursuant to the agreement and license with Aluminum-Power Inc., in
consideration of the issuance to Aluminum-Power Inc. of 88,000,000 shares of our
common stock and the transfer to it of 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 was designed to 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 is designed to 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 above 88,000,000 shares of our common stock, we
transferred to Aluminum-Power Inc. our interests in three of our operating
subsidiaries; Banca Commerciala pe Actiuni "Export-Import", a bank organized
under the laws of the Republic of Moldova , Exim Asint S.A., an insurance
company organized under the laws of the Republic of Moldova, 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.

      As a result of the transfer of such assets to Aluminum-Power Inc., we
divested ourselves of all of our interest in those businesses and refocused our
efforts on the further development of Intercomsoft and the development and
exploitation of the aluminum-air fuel cell technology we acquired and licensed
from Aluminum-Power Inc.

      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") and, pursuant to a July 1, 2001 research and development agreement
with Aluminum-Power Inc. (the "R&D Agreement"), agreed to reimburse
Aluminum-Power Inc. for a portion of its research and development costs (as such
costs relate to work specifically performed for and on behalf of us). See
"Certain Relationships and Related Transactions."

      Upon our acquisition of the aluminum-air fuel cell technology, we funded
research and development efforts with the goal of commercial exploitation of
such technology. After approximately two years of research and development on
our behalf, on March 31, 2003, Aluminum-Power Inc. advised us that it had spent
in excess of $3,000,000 on research and development related to our aluminum-air
fuel cell technology. Aluminum-Power Inc. further advised us that although it
had aggressively pursued licensing opportunities and sought joint ventures,
private financing and investment capital in an effort to support its on-going
research and development efforts, it had been


                                       2
<PAGE>

unable to secure financing for such efforts, other than shareholder loans which
provided the funds noted above.

      Further, Aluminum-Power Inc. indicated that it found the development time
line and cost for research and development to be significantly in excess of what
it had originally anticipated. Aluminum-Power Inc. cited a report by the
Department of Energy ("DOE") dated February 2003 and submitted to Congress by
the DOE under cover of a letter dated February 28, 2003, entitled "Fuel Cell
Report to Congress: Fuel Cell Future Not Certain" that concluded that there are
significant and heretofore unforeseen barriers to the development of various
fuel cell technologies, most specifically the onerous cost of development and
commercialization. This concurred with Aluminum-Power Inc.'s independent
evaluation of the matter.

      Aluminum-Power Inc. further advised us that the U.S governments'
unilateral support of hydrogen based fuel cell technology, almost to the
exclusion of all others, had a significant adverse effect on its efforts to
secure financing, joint venture partners and licensing opportunities. Further,
it advised us that the erosion of the technology marketplace had adversely
affected its efforts at securing additional research and development funding.

      Aluminum-Power Inc. concluded that in light of the above, as well as other
considerations, it was suspending any further research and development efforts
in connection with the aluminum-air fuel cell under the R&D Agreement advising
that it did not believe that it would be prudent for either it or us to expend
any additional research and development funds on the technology until it could
evaluate the prospects and feasibility of further development and marketing
opportunities.

      Accordingly, as of the second quarter 2003, our research and developments
efforts were suspended until such time, if any, as Aluminum-Power Inc. resumes
its research and development efforts on our behalf, or we are able to obtain
financing to proceed with such efforts on our own.

      Although research and development efforts were suspended in the second
quarter of 2003, we continue to believe that there may be potential viability of
our technology, however, management has concluded that due to the extraordinary
time and enormous costs involved, continued research and development efforts at
this time are not justified.

      Our efforts toward patent protection of our aluminum-air fuel cell
technology resulted in the issuance by the United States Patent and Trademark
Office of two patents.

Intercomsoft Limited

      Intercomsoft Limited is a provider of proprietary technology and
consumables used to produce secure essential government identification
documents. Currently, and since 1996, Intercomsoft only provides such technology
and consumables to the Government of the Republic of Moldova, although it
continues to be interested in exploring other opportunities throughout the
European marketplace and elsewhere. The system utilizing this technology is
leased from Supercom, Ltd., an Israeli corporation, pursuant to a Sales
Agreement dated August 25, 1995, as amended, 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,


                                       3
<PAGE>

and repair the system are supplied by Supercom, Ltd. pursuant to the Sales
Agreement.

      The system utilized by Intercomsoft consists principally of a 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 (the "Supply Agreement") to provide a
National Register of Population and a National Passport System. Under the terms
of the Supply Agreement, Intercomsoft supplies all of the equipment, technology,
software, 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.

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

      Although it is currently interested in exploring other opportunities,
Intercomsoft presently derives all of its revenues and income pursuant to the
Supply Agreement with the Ministry of Economics. Therefore, the Government of
Moldova is the only existing customer of Intercomsoft. If the Government of
Moldova defaults on the Supply Agreement, or if the agreement is terminated or
the terms materially amended, such changes would have a material adverse impact
on Intercomsoft and us. Further, as the revenue generated by Intercomsoft is our
only current revenue, any material adverse impact on Intercomsoft would have a
material adverse impact on us.

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 on metal-air fuels cells and consequently
overcame many of the difficulties faced by researchers some twenty years ago.


                                       4
<PAGE>

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

      Electricity from our proprietary aluminum-air fuel cell is generated
through an electrochemical reaction between aluminum, an alkaline solution and
oxygen. 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 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 were shown 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 believe that our technology may have the potential to eliminate
environmental pollution produced by conventional fuel cells as well as eliminate
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 any commercial exploitation of our technology,
although there can be no assurances.

Our Competition

      Although there is currently a very limited market for consumer fuel cells
utilizing aluminum-air technology, the fuel cell and battery industries, as a
whole, are characterized by intense competition


                                       5
<PAGE>

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.

      If we commercialize our fuel cell technology, we will 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 will
also be subject to competition from manufacturers and 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, and some smaller-size
alkaline cells. We will also be subject to competition from manufacturers
engaged in the development of batteries incorporating new technologies.

Our Employees

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

ITEM 2. DESCRIPTION OF PROPERTY

      During the period covered by this Annual Report, we maintained our office
at 1285 Avenue of the Americas, 35th Floor, New York, New York 10019, on a
month-to-month tenancy. In addition, on May 1, 2002, we entered into a one-year
sublease for office space at 25 Broad Street, Suite 15-E, New York, New York
10004, which was not renewed when it expired on April 30, 2003.

      Additionally, during the first two quarters covered by this report, in a
joint effort with Aluminum-Power Inc., we operated the R&D Center in Toronto,
Ontario, Canada. We agreed to reimburse Aluminum-Power Inc. for a portion of its
costs and expenses relating 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, 2003, neither us nor any of our
subsidiaries were a party to, or otherwise involved, in any material legal
proceedings.

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

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


                                       6
<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-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. We had 402 stockholders of record of
our common stock as of December 31, 2003.

        Fiscal 2004                        High                      Low
        -----------                        ----                      ---

        First Quarter                     $0.05                    $0.02

        Fiscal 2003
        -----------

        Fourth Quarter                    $0.05                    $0.02
        Third Quarter                     $0.16                    $0.02
        Second Quarter                    $0.15                    $0.02
        First Quarter                     $0.25                    $0.07

        Fiscal 2002
        -----------

        Fourth Quarter                    $0.37                    $0.14
        Third Quarter                     $0.60                    $0.08
        Second Quarter                    $0.33                    $0.13
        First Quarter                     $0.16                    $0.06

        Fiscal 2001
        -----------

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


                                       7
<PAGE>

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

      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. All of such
transactions by us did not involve any public offering and were exempt from the
registration requirements under the Securities Act pursuant to Section 4(2)
thereof.

      On September 5, 2002, we issued 500,000 shares of our common stock to each
of Alexander M. Gordin, our former President and Chief Executive Officer and
Gary Shokin, our former Vice President and Secretary, in partial compensation of
services to be rendered by them from such date through August 2003. On May 1,
2003 Messers Gordin and Shokin resigned and as of December 31, 2003 returned to
us 333,336 of the 500,000 shares previously issued to each of them.

      On May 30, 2002, we issued 100,000 shares of our common stock to Dmitri
Izzimov in consideration of certain research and development services provided
to us by such individual.

      On January 2, 2002, we entered into a one-year Independent Consultant
Agreement (the "Consultant Agreement") with The Rogich Communications Group, a
Nevada corporation ("Rogich"). As compensation for the services that Rogich
provided under the Consultant Agreement, we granted Rogich the following options
to purchase shares: (i) an option to purchase up to 1,000,000 shares of our
common stock at an exercise price of $0.21 per share that vested upon the
execution of such Consultant Agreement, and (ii) an option to purchase up to
3,000,000 shares of our common stock at an exercise price of $0.21 per share
that was granted pursuant to our 2001 Omnibus Plan, as amended and which vested
on a monthly basis at a rate of 250,000 shares per month commencing on January
31, 2002 and ending on December 31, 2002. As of December 31, 2003, 1,750,000 of
the options issued to Rogich under the Omnibus Plan, as amended, expired and
were cancelled by us.

      On August 15, 2001, we granted John R. Loveland, a former Director, an
option to purchase up to 100,000 shares of our common stock, with an expiration
date of August 15, 2006 and at an exercise price of $0.50 per share. This option
was not granted pursuant to the terms of the 2001 Omnibus Plan, as amended

      In August 2001, we issued to AGGI Limited an option to purchase up to
2,000,000 shares of our common stock in connection with research and development
efforts to be performed by AGGI on our behalf, which option was subsequently
cancelled on February 12, 2003.

      In July of 2001, Eontech Group Inc., a company indirectly controlled by
Boris Birshtein, our Chairman, and the majority shareholder of Aluminum-Power
Inc., entered into a consulting agreement with Jerry Goodis and The DragonWyck
Corporation, whereby certain consulting services were provided to Eontech Group
Inc., and its subsidiaries, including Aluminum-Power Inc. and us. As


                                       8
<PAGE>

partial consideration for such services, we granted an option to The DragonWyck
Corporation to purchase up to 200,000 shares of our common stock, for a period
of three years at an exercise price of $0.50 per share.

      On February 16, 2001, we issued 88,000,000 shares of our common stock to
Aluminum-Power Inc. pursuant to a Technology Acquisition Agreement in addition
to our interests in three operating subsidiaries; Banca Commerciala pe Actiuni
"Export-Import", a corporation organized under the laws of the Republic of
Moldova, Exim Asint S.A., a corporation organized under the laws of the Republic
of Moldova, 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.

      During the fiscal year ended December 31, 2003, no options were granted
pursuant to the 2001 Omnibus Plan, as amended, however 5,650,000 options issued
previously under the Plan were cancelled during such period.

      As of December 31, 2003, 2,470,000 options were issued and outstanding
under the 2001 Omnibus Plan, as amended, and 2,550,000 options were issued and
outstanding outside of such Plan.

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

      Intercomsoft, Ltd. ("Intercomsoft"), our wholly owned subsidiary, holds
the world-wide rights to a 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 interested in offering its services to other areas and regions in
the European marketplace and elsewhere.

      We currently derive all of our revenues and income pursuant to
Intercomsoft's Supply Agreement with the Government of the Republic of Moldova.
The political and economic environment in the Republic of Moldova has
historically been unstable. Should the Government of the Republic of Moldova
default on the Supply Agreement or discontinue the use of Intercomsoft's
services under the Supply Agreement, we would likely have limited recourse. We
do not anticipate any other revenues during the fiscal year ending December 31,
2004. If for any reason (or for no reason) the Supply Agreement 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.


                                       9
<PAGE>

      In addition, in the first quarter of 2001 we acquired certain rights, as
more fully described below, to an aluminum-air fuel cell technology for use in
portable consumer electronic devices such as cellular telephones and laptop
computers. Since such acquisition we have engaged in research, development and
marketing efforts in connection with such technology. In addition to our
research and development efforts, during the period covered by this report we
actively sought strategic business partners to commercialize the technology.
Further, since the acquisition of the aluminum-air fuel cell technology, we have
pursued the prosecution of our patent applications resulting in the issuance by
the United States Patent and Trademark Office of two patents on our aluminum-air
fuel cell technology.

      On June 1, 2001, in a joint effort with Aluminum-Power Inc., we opened the
R&D Center in Toronto, Ontario, Canada. Pursuant to the R&D Agreement, we agreed
to reimburse Aluminum-Power Inc. for a portion of its costs and expenses
relating solely to the R&D Center and to work specifically performed for and on
our behalf.

      Under the R&D 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 R&D Agreement and
bears interest at a rate of 2% per annum.

      After approximately two years of research and development on our behalf,
on March 31, 2003, Aluminum-Power Inc. advised us that it was suspending further
research and development efforts in connection with the aluminum-air fuel cell
technology under the R&D Agreement for the foreseeable future. Accordingly, as
of the second quarter of 2003, our research and development efforts were
suspended until such time, if any, as Aluminum-Power Inc. resumes its research
and development efforts on our behalf, or we are able to obtain financing to
proceed with such efforts on our own. (See "Description of Business").

Asset Acquisition and Discontinued Operations

      Pursuant to an 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 pursuant to a United States patent and a Canadian
            patent application that include claims 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 pursuant to a United States patent and a
            Canadian patent application which include claims for portable
            consumer electronic devices, including two-way radios, wireless
            telephones, portable audio devices, video cameras and personal
            computers.

      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 is designed to enable the


                                       10
<PAGE>

            conversion of cell voltage of an aluminum-metal-air-cathode battery
            to the voltage required by different consumer portable electronic
            devices.

      In consideration for the transfer to us of the above described assets, on
February 16, 2001, we issued to Aluminum-Power Inc. 88,000,000 shares of our
common stock and transferred to it our interests in three of our operating
subsidiaries; Banca Commerciala pe Actiuni "Export-Import", a bank organized
under the laws of the Republic of Moldova , Exim Asint S.A., an insurance
company organized under the laws of the Republic of Moldova, and Jolly LLC, a
limited liability company organized under the laws of Wyoming which indirectly
owned and operated the Jolly Alon, a hotel in the Republic of Moldova.

Results of Operations

General

      During the fiscal year ended December 31, 2003, our assets consisted of
Intercomsoft, a wholly owned subsidiary, and the aluminum-air fuel cell
technology described above.

      Intercomsoft currently operates in, and derives its revenues from,
services performed for the Government of the Republic of Moldova pursuant to the
Supply Agreement with such government. Although Intercomsoft is interested in
expanding 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 Ended December 31, 2003 to Fiscal Year Ended December
31, 2002

      During the fiscal year ended December 31, 2003, we had revenues resulting
solely from Intercomsoft's production of government documents in the Republic of
Moldova of $4,128,000 as compared to $4,971,000 for 2002. The decrease in
revenue of $843,000, or 17%, 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 the year 2002. In
addition, beginning in 2001 and continuing through 2002, a program of public
awareness was effectuated 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.
Increased marketing efforts by us beginning in the third quarter of 2001 and
cross marketing to individuals during passport renewals and/or issuances also
led to a continuing increase in the sale of collateral documentation including
drivers licenses and other government issued documents. These efforts resulted
in an increase in revenues in 2002 which stabilized, and began to decrease in
2003.

      During the fiscal year ended December 31, 2003, Intercomsoft's costs
associated with generating these revenues were $1,194,000, or 29%, as compared
to $1,170,000, or 23.5%, for 2002. The increase in the percentage of costs
associated with generating revenues was, in part, due to the acquisition by
Intercomsoft of new printing equipment in 2003 that will require less
maintenance, increase performance capabilities and production thereby increasing
efficiency and reducing costs in


                                       11
<PAGE>

future periods. This resulted in gross profit for Intercomsoft of $2,934,000 and
$3,801,000 for the fiscal years ending December 31, 2003 and 2002 respectively,
a decrease of $867,000, or 23%.

      General and administrative expenses for fiscal year ending December 31,
2003 were $1,888,000, which consisted of $139,000 from Intercomsoft and
$1,749,000 of general corporate and administrative expenses. For the same period
in 2002 general and administrative expenses aggregated approximately $1,525,000
which consisted of $75,000 from Intercomsoft and $1,450,000 of general corporate
and administrative expenses. Although actual general corporate and
administrative expenses were reduced in 2003 as compared to 2002, such
reductions were offset by the payment in 2003 of a portion of our accrued
expenses and show an increase due to the accrual of $414,675 in compensation due
to our Chairman as a result of non-renewal of his Employment Agreement when it
expired on December 31, 2003.

      Public relations, marketing and advertising expenses for fiscal year
ending December 31, 2003 were $1,064,000 all of which were attributable to
Intercomsoft for marketing expenses relating to efforts to expand the use of
Intercomsoft's services. For the same period in 2002, such expenses aggregated
approximately $1,447,000, which consisted of $1,441,000 from Intercomsoft and
$6,000 related to the aluminum-air fuel cell technology. The decrease of
$377,000 in public relations, marketing and advertising expenses of Intercomsoft
in 2003 resulted from the reduction of commissions paid pursuant to various
marketing agreements, which are based on revenue generated in the period.

      Beginning in the first quarter of 2001, we began our research and
development program associated with the aluminum-air fuel cell technology
acquired in such period. To that end, together with our majority shareholder
Aluminum-Power Inc., we opened the R&D Center in Toronto, Ontario, Canada.
Research and development costs for 2003 were $172,000, compared to $353,000 in
2002. The decrease of $181,000 in research and development costs in year 2003
resulted from the suspension of research and development in the second quarter
of 2003.

      We had a net loss from operations of approximately $196,000 for 2003 as
compared to net income of $476,000 for 2002.

Liquidity & Capital Resources

      Our joint venture with Aluminum-Power Inc. to operate the R&D Center added
significant additional costs and expenses. As of December 31, 2003, we owed
Aluminum-Power Inc. approximately $295,000 for research and development, which
is payable on the fifth anniversary of the R&D Agreement and bears interest at a
rate of 2% per annum. Such amount is pre-payable without penalty.

      While we believe we have adequate capital to fund current operations for
fiscal year 2004, we believe that we will need to obtain additional working
capital for future periods if we are to pursue any additional research and
development efforts in connection with our aluminum-air fuel cell technology or
expand the activities of Intercomsoft.


                                       12
<PAGE>

      Although no assurances can be made, we believe that our operating expenses
will not decrease during the fiscal year ending December 31, 2004,
notwithstanding the suspension of research and development efforts, due to the
anticipated payment of a portion of our accrued expenses.

      We may seek additional funding through public or private financing or
other arrangements in an effort to subsidize any future research and development
expenses. However, there can be no assurances that additional financing will be
available or, if available, on terms that are acceptable to us. If adequate
funds are not available, or not available on terms that are acceptable to us, we
may not be able to further develop and market our aluminum air fuel cell
technology or expand the activities of Intercomsoft.

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

      Our consolidated financial statements for the years ended December 31,
2003 and 2002 have been examined to the extent indicated in the report provided
by the independent certified public accountants, Paritz & Company, PA. Paritz &
Company, PA has confirmed to us that the consolidated financial statements have
been prepared in accordance with generally accepted accounting principles and
with Regulation S-X promulgated by the SEC.


                                       13
<PAGE>

PARITZ & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

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, 2003 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the years ended December 31, 2003 and 2002. 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 of America. 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, 2003 and the results of its operations and cash flows for each of
the two years in the period ended December 31, 2003, in conformity with
generally accepted accounting principles in the United States of America.

                                            PARITZ & COMPANY, P.A.
                                            Certified Public Accountants
                                            Hackensack, New Jersey

                                            Dated:  March 14, 2004


                                       14
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------

ASSETS

Current assets:
Cash                                                                $    20,000
Accounts receivable                                                     380,000
Prepaid expenses                                                         32,000
                                                                    -----------
     Total current assets                                               432,000

Property and equipment, net                                             151,000
                                                                    -----------

TOTAL ASSETS                                                        $   583,000
                                                                    ===========


LIABILITIES

Current liabilities:
Trade accounts payable                                              $   113,000
Accrued expenses                                                        198,000
Current portion of payables to related parties                          737,000
                                                                    -----------

TOTAL LIABILITIES                                                     1,048,000

PAYABLES TO RELATED PARTIES                                             295,000

SHAREHOLDERS' DEFICIENCY                                               (760,000)
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                      $   583,000
                                                                    ===========

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


                                       15
<PAGE>

TRIMOL GROUP, INC.

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

<TABLE>
<CAPTION>
                                                        Year Ended           Year Ended
                                                     December 31, 2003     December 31, 2002
<S>                                                    <C>                   <C>
REVENUES                                               $   4,128,000         $  4,971,000
                                                       -------------         ------------

OPERATING EXPENSES:
Cost of revenues                                           1,194,000            1,170,000
Research and development                                     172,000              353,000
Marketing and promotion                                    1,064,000            1,447,000
General and administrative expenses                        1,888,000            1,525,000
Interest expense                                               6,000                   --
                                                       -------------         ------------
TOTAL OPERATING EXPENSES                                   4,324,000            4,495,000
                                                       -------------         ------------

NET INCOME (LOSS)                                      $    (196,000)        $    476,000
                                                       =============         ============

Net income (loss) per share (Basic and Diluted)                (.002)                .005
                                                       =============         ============

WEIGHTED AVERAGE NUMBER OF SHARES

OUTSTANDING-BASIC AND DILUTED                            100,474,154          100,361,466
                                                       =============         ============
</TABLE>


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


                                       16
<PAGE>

TRIMOL GROUP, INC.

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

<TABLE>
<CAPTION>
                                                                           ADDITIONAL    RETAINED
                                                 COMMON STOCK              PAID-IN       EARNINGS        DEFERRED
                                             SHARES         AMOUNT         CAPITAL       (DEFICIT)     COMPENSATION      TOTAL
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
BALANCE - JANUARY 1, 2002                  100,039,000    $ 1,000,000    $ 5,298,000    $(7,384,000)   $        --    $(1,086,000)

Net income                                          --             --             --        476,000             --        476,000

Issuance of common stock for
   services performed                        1,100,000         11,000         87,000             --             --         98,000

Deferred compensation                               --             --             --             --        (52,000)       (52,000)
                                           -----------    -----------    -----------    -----------    -----------    -----------

BALANCE - DECEMBER 31, 2002                101,139,000      1,011,000      5,385,000     (6,908,000)       (52,000)      (564,000)

Net loss                                            --             --             --       (196,000)            --       (196,000)

Return of shares in connection with
   cancellation of employment agreements      (666,672)        (6,000)       (46,000)            --         52,000             --
                                           -----------    -----------    -----------    -----------    -----------    -----------

BALANCE - DECEMBER 31, 2003                100,472,328    $ 1,005,000    $ 5,339,000    $(7,104,000)   $        --    $  (760,000)
                                           ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

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


                                       17
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            Year Ended         Year Ended
                                                        December 31, 2003   December 31, 2002
<S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                           $(196,000)         $ 476,000
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH USED IN OPERATING ACTIVITIES
Depreciation of property and equipment                         29,000              8,000
Stock based compensation                                                          46,000
Write-off of deferred offering costs                                              35,000
CHANGES IN ASSETS AND LIABILITIES
Accounts receivable                                           (78,000)           178,000
Prepaid expenses                                              (15,000)            41,000
Accounts payable                                                7,000           (425,000)
Accrued expenses                                               (3,000)           (79,000)
                                                            ---------          ---------
NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                    (256,000)           280,000
                                                            ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment                         (85,000)          (103,000)
                                                            ---------          ---------
NET CASH USED IN INVESTING ACTIVITIES                         (85,000)          (103,000)
                                                            ---------          ---------

CASH FLOW FROM FINANCING ACTIVITIES
  Net advances (repayments) to/from related parties           312,000           (172,000)
                                                            ---------          ---------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                          312,000           (172,000)
                                                            ---------          ---------

INCREASE (DECREASE) IN CASH                                   (29,000)             5,000

CASH - BEGINNING OF YEAR                                       49,000             44,000
                                                            ---------          ---------

CASH - END OF YEAR                                          $  20,000          $  49,000
                                                            =========          =========
</TABLE>

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


                                       18
<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 owns
all of the outstanding shares of Intercomsoft Limited ("Intercomsoft") a
non-resident Irish company, which, pursuant to an agreement which expires in
April 2006 (the "Supply Agreement"), 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.

The Company has an exclusive worldwide license to make, use and sell a
mechanically rechargeable aluminum-air fuel cell solely for use with portable
consumer electronic devices, all rights and title to certain technology relating
to aluminum-air fuel cells, and the design and know-how to a converter designed
and developed by a related company. Substantially all of the research and
development costs related to this technology are allocated from the majority
shareholder of the Company (see Note 5). All research and development efforts
were suspended in the second quarter of 2003.

Principles of consolidation

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

Use of estimates

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

Impairment of long-lived assets

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

Property and equipment

Property and equipment are recorded at cost. Depreciation is provided for
financial reporting purposes on the straight-line method in amounts sufficient
to amortize the cost of the related asset over its estimated useful life.

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


                                       19
<PAGE>

Research and development

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

Marketing and promotion

The Company expenses all marketing and promotion costs as incurred.

Revenue Recognition

Revenue from the 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 basis 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 has been computed on the basis of the weighted
average number of shares of common stock outstanding. Diluted earnings per share
is based on the weighted average number of shares and common stock equivalents
outstanding. The Company had no common stock equivalents 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.


                                       20
<PAGE>

NOTE 2-RISKS AND UNCERTAINTIES

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

(a) Intercomsoft's only customer is the Republic of Moldova's Ministry of
Economics. Moldova is a former Republic of the Soviet Union and its political
and economic situation has historically been unstable. Should the Government of
the Republic of Moldova default on the Supply Agreement referred to in Note 1 or
discontinue the use of Intercomsoft's services under the agreement, the Company
would likely have limited recourse. If for any reason (or for no reason) the
Supply Agreement was terminated, the terms were materially or adversely amended,
or business reduced, such event would have a material adverse effect on
Intercomsoft.

(b) Through a joint venture with Aluminum-Power, Inc. ("API"), the Company's
majority shareholder, the Company pursued research and development of its
aluminum-air fuel cell technology for two years. Such research and development
was suspended in the second quarter of 2003 until such time, if any, as the
Company is able to obtain financing to proceed with such efforts as additional
capital will be required in order to further develop this technology before it
can be commercially exploited. 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 will likely not be able to further develop the technology. Such
inability to obtain additional financing when needed would have a negative
impact on 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 the holders of such securities may have
rights, preferences and privileges senior to those of the holders of shares of
the Company's common stock.

         Although the United States Patent and Trademark Office has issued
several patents on the technology, there can be no assurances that any
additional patents will issue or to what extent, if any, such patents will
provide protection from competitors or others and there can be no assurances
that such technology will be marketable and/or profitable.

         The Company continues to believe that there may be potential
viability for its aluminum-air fuel cell technology, however, management has
concluded that due to the extraordinary time and enormous costs involved,
continued research and development efforts are not justified at this time.

NOTE 3-PROPERTY AND EQUIPMENT

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

                                                    Amount      Life

        Document processing equipment               $170,000  5 years
        Office equipment                              18,000  5 years
                                                    --------
                                                     188,000
        Less accumulated depreciation                 37,000
                                                    --------
                                                    $151,000
                                                    ========


                                       21
<PAGE>

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

      On July 1, 2001, the Company entered into a research and development
agreement (the "R&D Agreement") with API pursuant to which Trimol agreed to
reimburse API for its allocated portion of R&D expenses attributable to the
Company's technology referred to in Note 1. During the two year period ended
December 31, 2002 and the first two quarters of 2003, API operated an R&D Center
which housed a prototype development and assembly laboratory with a full
complement of staff, including mechanical engineers, design engineers,
scientists and a support staff.

      The R&D Agreement provided 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 paid API to
lease its proportionate share of the center's equipment and improvements at an
amount equal to a monthly rate of 1.2% of API's gross asset value.

      All research and development efforts were suspended in the second quarter
of 2003.

      Allocated research and development expenses for the years ended December
31, 2003 and 2002 aggregated $170,000 and $162,000, respectively.

(b)   Payables to related parties consist of the following:

      Accrued compensation due to the Chairman.  (See Note 8) (1)   $  737,000
      Due to API (2)                                                   295,000
                                                                    ----------
                                                                     1,032,000
      Less current portion                                             737,000
                                                                    ----------
                                                                    $  295,000
                                                                    ==========

      (1)   Of this amount $260,000 is due June 1, 2004, $415,000 is due April
            1, 2005 (or earlier upon the occurrence of certain agreed upon
            specific events), and $62,000 is due on demand.

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


                                       22
<PAGE>

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. The Company has also issued options outside of the
Omnibus Plan.

      A summary of option activity is as follows:

                                      Inside         Outside
                                      Plan           Plan           Total

      Balance - January 1, 2002       7,970,000        300,000     8,270,000

      Granted                         1,750,000      2,250,000     4,000,000

      Exercised                              --             --            --

      Cancelled                      (1,600,000)            --    (1,600,000)
                                    -----------    -----------   -----------

      Balance - December 31, 2002     8,120,000      2,550,000    10,670,000

      Granted                                --             --            --

      Exercised                              --             --            --

      Cancelled                      (5,650,000)            --    (5,650,000)
                                    -----------    -----------   -----------

      Balance - December 31, 2003     2,470,000      2,550,000     5,020,000
                                    ===========    ===========   ===========

      The following table summarizes information regarding stock options
outstanding at December 31, 2003:

<TABLE>
<CAPTION>

                                  Weighted                                           Weighted
    Exercise      Number of       Weighted Average   Average       Number of         Average
     Price         Options        Remaining          Exercise      Shares            Exercise
     Range       Outstanding      Contractual Life   Price         Exercisable       Price
<S>               <C>                    <C>          <C>             <C>              <C>
     $0.01          200,000              2.8          0.01            --               --

     $0.21        2,250,000              3.4          0.21            --               --

     $0.50        2,220,000              2.3          0.50            --               --

 $1.00 - 1.25       350,000              2.6          1.25            --               --
</TABLE>

      The per share weighted average fair value of stock options granted during
the fiscal year ended December 31, 2002 was $0.21. No options were granted
during the year ended December 31, 2003. The fair value of these options was
determined at the date of grant using the Black-Scholes option pricing model
with the following assumptions:


                                       23
<PAGE>

              Risk-free interest rate                           3.83%
                                                                4.22%

              Expected volatility of common stock             282.85%

              Dividend yield                                    0.00%

              Expected option term                              4.4 years

      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 years ended December
31, 2003 and 2002 would have been reduced to the pro forma amounts as follows:

                                              2003                 2002

      Net Earnings:

           As reported                    $ (189,000)          $  476,000
           Pro forma                        (189,000)          (3,963,000)

      Basic Earnings per Share:

           As reported                          .002                 .005
           Pro forma                            .002                (.039)

      Diluted Earnings per Share

           As reported                          .002                 .005
           Pro forma                            .002                (.039)

(b) In February 2000 the Company issued three warrants to purchase a total of
1,400,000 shares of its common stock to three officers, one of such warrants
entitling the holder to purchase 400,000 shares was cancelled on January 28,
2003. The remaining warrants may be exercised for a period expiring February 27,
2005, at an exercise price of $.50 per share and contain anti-dilution
provisions. One of the remaining warrants is held by the Company's Chairman of
the Board and there are up to 4,875,000 shares of common stock potentially
issuable pursuant to the anti-dilution of such warrant.

      As of December 31, 2003, the Company and one of such warrant holders
disagreed as to the validity and effect of the anti-dilution provision contained
in the holder's warrant. In part, the anti-dilution provision provides that the
warrant holder's exercise price, and the number and character of the shares of
common stock underlying the warrant may be adjusted in the event that the
Company sells or issues shares of common stock or any options exchangeable for,
or convertible into, shares of common stock, at a price per share of common
stock less than the higher of either the then current market price per share of
common stock or the per share exercise price of the warrant. There can be no
assurance that this disagreement will be resolved on terms acceptable to the
Company nor that any such resolution will not result in the adjustment of the
exercise price and number and character of the underlying shares. In the event
that such disagreement is not resolved on acceptable terms or that a court of
law determines that the warrant holder's position is correct, then the number of
shares of common stock reserved for issuance under the warrant may be increased
by approximately 3,250,000 additional shares of common stock, which would have
an immediate and substantial dilutive effect on the shares of the Company's
common stock outstanding.

      In addition, warrants to purchase up to 60,000 shares of the Company's
common stock are outstanding, 30,000 of which are an exercisable at $11.50 per
share and 30,000 of which are exercisable at $.75 per share.


                                       24
<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 income (loss) as follows:

<TABLE>
<CAPTION>
                                                           December 31, 2003  December 31, 2002
                                                           -----------------  -----------------
<S>                                                            <C>               <C>
      Income tax (benefit) at statutory rate of 34%            $   (64,000)      $   162,000
      Net operating loss carryforward (used) not utilized           64,000          (162,000)
                                                               -----------       -----------
                                                               $        --       $        --
                                                               ===========       ===========

<CAPTION>

                                                           December 31, 2003  December 31, 2002
                                                           -----------------  -----------------
<S>                                                            <C>               <C>
      Deferred tax assets:

        Net operating loss carryforward                        $   282,000       $   218,000
        Capital loss carryforward                                2,706,000         2,706,000
                                                               -----------       -----------
                                                                 2,988,000         2,924,000
      Valuation allowance (see Note 1)                           2,988,000         2,924,000
                                                               -----------       -----------
                                                               $        --       $        --
                                                               ===========       ===========
</TABLE>

NOTE 8-COMMITMENTS

Intercomsoft is party to an agreement pursuant to which it purchases from a
third party supplier, equipment, software and consumables utilized by it for the
production of computerized documents under the Supply Agreement. As part of this
agreement, Intercomsoft is provided with guidance and support required for the
installation and operation of the equipment, as well as the materials required
for its maintenance. In addition to payment for the equipment, software and
consumables purchased under such agreement, Intercomsoft is obligated to pay 25%
of its profits to such supplier, as more specifically provided for under the
agreement.

The Company's employment agreement with its Chairman expired December 31, 2003.
The agreement provided for base annual compensation of $250,000, plus among
other things, a bonus of ten percent of excess net pre-tax profits, as more
specifically provided for in the agreement. In addition, the agreement provided
that for every $1,000,000 of such excess net pre-tax profits, if any, received
by the Company in the determining year, the Chairman was entitled to receive
incentive warrants ("Incentive Warrants") to purchase 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 the Company's common
stock on the issue date. The Chairman waived his entitlement to any bonus or
Incentive Warrants that may be due him for the year ended December 31, 2003. As
of December 31, 2003, no Incentive Warrants were outstanding. The employment
agreement was not renewed on the expiration date and, accordingly, the Company
is obligated to pay the Chairman a lump sum severance amount equal to
one-hundred-fifty percent (150%) of his then base salary and bonus in the last
year of the employment agreement. Such severance compensation amounted to
$415,000, all of which has been accrued in the financial statements for the year
ended December 31, 2003. The Chairman agreed to defer payment of the severance
compensation until April 2005 (subject to earlier payment upon certain agreed
upon specified occurrences.)


                                       25
<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, and general and administrative
expenses incurred for corporate purposes.

YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                Research and       Corporate and
                               Intercomsoft     Development        Administrative        Total
<S>                            <C>              <C>                <C>                <C>
      Net sales                $ 4,128,000      $         --       $         --       $ 4,128,000

      Operating expenses         2,398,000           172,000          1,754,000         4,324,000
                               -----------      ------------       ------------       -----------

      Net income (loss)        $ 1,730,000      $   (172,000)      $ (1,754,000)      $  (196,000)
                               ===========      ============       ============       ===========
</TABLE>

YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                Research and       Corporate and
                               Intercomsoft     Development        Administrative        Total
<S>                            <C>              <C>                <C>                <C>
      Net sales                $ 4,971,000      $         --       $         --       $ 4,971,000

      Operating expenses         2,686,000           353,000          1,456,000         4,495,000
                               -----------      ------------       ------------       -----------

      Net income (loss)        $ 2,285,000      $   (353,000)      $ (1,403,000)      $   476,000
                               ===========      ============       ============       ===========
</TABLE>


                                       26
<PAGE>

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

      None.


                                       27
<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

      Officers are elected by, and serve at the pleasure of our Board of
Directors. The names and ages of our directors and executive officers as of
December 31, 2003, are set forth below. Our By-laws provide for not less than
three and not more than fifteen directors.

      NAME                          AGE          POSITION WITH COMPANY
      ----                          ---          ---------------------

      Boris Birshtein               56     Chairman of the Board of Directors

      Yuri Benenson                 49     Director; Chief Executive Officer

      Walter J. Perchal             52     Director

      Shmuel Gurfinkel              57     Director; Chief Financial Officer
                                               (resigned January 20, 2004)

      Jack Braverman                35     Director; Chief Financial Officer
                                             (appointed January 21, 2004)

Background of Executive Officers and Directors

      Boris Birshtein has served as our Chairman of the Board of Directors since
January 1998. Since 1999, Mr. Birshtein has served as the Chairman of Eontech
Group Inc., of which he is the principal shareholder and of Aluminum-Power Inc.,
our principal shareholder. 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.

      Yuri Benenson was appointed as a member of the Board of Directors and as
the Chief Executive Officer on May 1, 2003 and was elected on May 12, 2003.
Since 1997 Mr. Benenson has served as a member of the Board of Directors of
Banca Commerciala pe Actiuni "Export Import" Bank and as Vice President of EXIM
Asint, S.A., both of which are our former subsidiaries, and from January 2004
has served as a member of the executive management team of Intercomsoft Limited,
our subsidiary. Mr. Benenson holds a masters degree in Finance and Economics
from Vilnius State University.


                                       28
<PAGE>

      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.
Perchal has served as the President and Chief Executive Officer of IC Inc., a
consulting firm, which provides consulting services in North America, Europe and
Asia. For the past 21 years, Mr. Perchal has served as an adjunct Professor at
York University in Toronto, Canada.

      Shmuel Gurfinkel served as our Chief Financial Officer from January 1998
until his resignation on January 20, 2004. From 1998 until 2000, and again from
May 12, 2003 to January 20, 2004, Mr. Gurfinkel served as a Director.
Additionally, since 1996, Mr. Gurfinkel has been a Director of Banca Commerciala
pe Actiuni "Export-Import", a former subsidiary. For the past six 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.

      Jack Braverman was appointed a member of the Board of Directors and our
Chief Financial Officer on January 21, 2004. Mr. Braverman has worked with Mr.
Birshtein, his uncle and our Chairman of the Board, in a number of capacities
since 1997, including his service as President of Eontech Group, Inc. from July
1999 to date, President of Royal HTM Group from December 1997 to April 2001 and
as Vice President and Chief Financial Officer from April 2001 to date, as well
as serving as Vice President of Aluminum-Power Inc, our majority shareholder,
since January 2001. Mr. Braverman holds a BA in Economics from the University of
Western Ontario.

Section 16(a) Beneficial Ownership Reporting Compliance

      The Company is not aware of any 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.


                                       29
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth information concerning the annual and
long-term compensation of the Company's most highly compensated employees and/or
executive officers who served at the end of the fiscal year ended December 31,
2003, and whose salary and bonus exceeded $100,000 for the fiscal year ended
December 31, 2003, for services rendered in all capacities to the Company and
its subsidiaries during the Company's 2000, 2001, 2002 and 2003 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
                                                          Other Annual          Underlying            All Other
Name and Principal Position   Year     Salary ($)       Compensation ($)      Options/ SARs (#)     Compensation
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>              <C>                            <C>             <C>
Boris Birshtein               2000     $250,000 (1)     $ 21,600 (2)                   --              600,000(3)
Chairman of the Board
                              2001     $250,000 (1)     $ 21,600 (2)                   --                   --

                              2002     $250,000 (1)     $ 74,500 (2) (4)               --                   --

                              2003     $250,000 (1)     $462,725 (1) (2) (5)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

----------------
(1)   Of the compensation that Mr. Birshtein was entitled to receive in each of
      fiscal years 2000, 2001, 2002 and 2003, $737,000 was unpaid as of December
      31, 2003.

(2)   Mr. Birshtein receives a monthly expense allowance of $1,800 totaling
      $21,600 annually.

(3)   On February 28, 2000 we issued to Mr. Birshtein a warrant to purchase up
      to 600,000 shares of our common stock and simultaneously cancelled a
      warrant previously issued to him to purchase the same number of shares,
      which was exercisable at $11.50 per share. The newly issued warrant has a
      five year exercise period beginning on the date of issuance at an exercise
      price of $0.50 per share. The terms of the warrant include an
      anti-dilution provision allowing for the adjustment of the exercise price
      and number and character of the underlying shares under certain specified
      circumstances (up to an additional 4,875,000 shares of our common stock
      are potentially issuable to Mr. Birshtein pursuant to such anti-dilution
      provision). Additionally, the warrant entitles Mr. Birshtein to
      "piggy-back" registration rights with respect to the warrant and the
      underlying shares of common stock. The original warrant issued to Mr.
      Birshtein was issued in consideration of the significant time and effort
      expended by Mr. Birshtein on our behalf for which he was not previously
      compensated.

(4)   In 2003, Mr. Birshtein was entitled to receive an increase of $26,450 in
      his base salary reflecting an amount equal to 50% of the 2002 year end
      bonus to which he was entitled pursuant to his Employment Agreement. See
      "Employment Agreements."

(5)   Mr. Birshtein is entitled to receive severance compensation totaling
      $414,675 in connection with the non-renewal of his Employment Agreement.
      Such amount has been accrued but not yet paid.


                                       30
<PAGE>

Options/SAR Grants in Last Fiscal Year to Officers and Directors

      There were no options granted pursuant to the 2001 Omnibus Plan, as
amended, or otherwise, to our officers or directors, nor were any options
previously issued exercised, during 2003.

Compensation of Directors

      All of our outside Directors are eligible to be paid an attendance fee of
$2,000 for each meeting of the Board of Directors attended up to a maximum of
$8,000 for any 12-month period. During the fiscal year ended December 31, 2003,
there were no payments made to any outside Director.

      Mr. Birshtein has served as our Chairman of the Board since January 1998.
He was compensated for such service pursuant to an Employment Agreement which
expired on December 31, 2003. See "Employment Agreements."

Employment Agreements

      During the fiscal year ended December 31, 2003, our only employment
agreement was with Boris Birshtein, our Chairman of the Board of Directors. Such
agreement expired on December 31, 2003 and was not renewed. Mr. Birshtein,
however, has agreed to continue to serve as our Chairman of the Board of
Directors on a month-to-month basis on substantially the same terms as were
provided for in his prior employment agreement.

      Pursuant to Mr. Birshtein's employment agreement, dated as of February 25,
1999, Mr. Birshtein served as our Chairman of the Board. In consideration of Mr.
Birshtein's services, he was entitled to receive an annual salary for 2003 of
$276,450, such salary to be paid in equal monthly installments.

      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 Excess Net
Pre-Tax Profits (as defined below) (the "Bonus"). For purposes of such
agreement, "Excess Net Pre-Tax Profits" is the amount in each calendar year that
our consolidated net pre-tax profit in such calendar year exceeds the amount of
consolidated net pre-tax profit for the immediately preceding calendar year. Mr.
Birshtein waived his entitlement to any such Bonus for the year ended December
31, 2003.

      Additionally, we agreed to grant Mr. Birshtein five year common stock
purchase warrants (the "Incentive Warrants") on the basis of one hundred
thousand (100,000) Incentive Warrants for each one million dollars ($1,000,000)
of Excess Net Pre-Tax Profits, 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.


                                       31
<PAGE>

Mr. Birshtein was entitled to receive 52,900 Incentive Warrants for the year
ended December 31, 2002, but waived his rights to such Incentive Warrants. In
addition, Mr. Birshtein waived his rights to any Incentive Warrants for the year
ended December 31, 2003. There were no Incentive Warrants issued or outstanding
as of December 31, 2003.

      On December 31, 2003 Mr. Birshtein's Employment Agreement expired and was
not renewed. Accordingly, pursuant to the terms of such agreement, we were
obligated to pay severance compensation to Mr. Birshtein on such date, in 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. Such amount totals $414,674 and, as of the
date hereof, such amount has been accrued by us, but not yet paid.

      On February 28, 2000, we issued Mr. Birshtein, in consideration of the
significant time and effort expended by him on our behalf for which he was not
previously compensated, a five-year common stock purchase warrant to purchase up
to 600,000 shares of our common stock at an exercise price of $0.50 per share.
The warrant includes an anti-dilution provision allowing for the adjustment of
the exercise price and number and character of the underlying shares, under
certain specified circumstances. The warrant also entitles Mr. Birshtein to
"piggy-back" registration rights with respect to the warrant and the underlying
shares of common stock. Simultaneously with the issuance of this warrant, we
canceled a warrant 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 expense allowance of
$1,800.

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

      On February 25, 1999, we entered into a five year Employment Agreement
with Theodore B. Shapiro pursuant to which he served as a Director and as our
President and Chief Executive Officer at an annual salary of $120,000. Mr.
Shapiro's Employment Agreement was terminated by mutual agreement on October 25,
2000. However, we agreed to continue paying Mr. Shapiro an annual salary of
$120,000 plus a monthly expense allowance of $1,800 through January 10, 2001,
when Mr. Shapiro resigned from his position as an officer and director and his
salary and benefits were terminated.

      On February 28, 2000 we issued a warrant to purchase up to 400,000 shares
of our common stock to Mr. Shapiro and simultaneously cancelled a warrant
previously issued to him to purchase the same number of shares which was
exercisable at $11.50 per share. The newly issued warrant has a five year
exercise period beginning on the date of issuance and is exercisable at $0.50
per share. The warrant also entitles Mr. Shapiro to "piggy-back" registration
rights with respect to the warrant and the underlying shares of common stock.
The original warrant issued to Mr. Shapiro was in recognition of uncompensated
services performed by him on our behalf.

      As of December 31, 2003, we disagreed with Mr. Shapiro as to the validity
and effect of


                                       32
<PAGE>

the anti-dilution provision contained in his warrant. In part, the anti-dilution
provision provides that Mr. Shapiro's exercise price, and the number and
character of the shares of common stock underlying his warrant may be adjusted
in the event that we sell or issue shares of our 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 the per share exercise price of the warrant.
There can be no assurance that such disagreement will be resolved on terms
acceptable to us nor that any such resolution will not result in the adjustment
of the exercise price and number and character of the underlying shares. In the
event that such disagreement is not resolved on acceptable terms or that a court
of law determines that Mr. Shapiro's position is correct, then the number of
shares of our common stock reserved for issuance under the warrant may be
increased by approximately 3,250,000 additional shares, which would have an
immediate and substantial dilutive effect on the shares of our common stock
outstanding.

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

      Robert L. Blessey served as a Director and Secretary for us from January
6, 1998 until his resignation as a Director on October 25, 2000 and as Secretary
on January 10, 2001. On February 25, 1999, we entered into an Employment
Agreement with Mr. Blessey having a five-year term, at an annual salary of
$120,000, which was terminated by mutual consent on October 25, 2000.

      On February 28, 2000 we issued a warrant to purchase up to 400,000 shares
of our common stock to Mr. Blessey and simultaneously cancelled a warrant
previously issued to him to purchase the same number of shares, which was
exercisable at $11.50 per share. The original warrant was issued to Mr. Blessey
in recognition of uncompensated services performed by him on our behalf.

      On January 28, 2003 Mr. Blessey agreed to the cancellation of the warrant
to purchase up to 400,000 shares of our common stock and surrendered same to us.

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 the increase of 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.


                                       33
<PAGE>

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 to the extent
not inconsistent with the provisions of the 2001 Omnibus Plan, as amended, and
(c) resolve all questions relating to the administration of the 2001 Omnibus
Plan, as amended. Members of the Omnibus Committee receive no compensation for
their services in connection with the administration of the 2001 Omnibus Plan,
as amended.

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

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

      An SAR is a right granted to a Participant to receive, upon surrender of
the right, but without payment, an amount payable in cash. The amount payable
with respect to each SAR shall be based on the excess, if any, of the fair
market value of a share of common stock on the


                                       34
<PAGE>

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

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

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

      The Omnibus Committee may grant Awards under the 2001 Omnibus Plan, as
amended, that provide the Participants with the right to purchase common stock
or that are valued by reference to the fair market value of the common stock
(including, but not 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 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.


                                       35
<PAGE>

      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.

      As of December 31, 2003, of the 10,000,000 shares of our common stock
reserved for issuance under the 2001 Omnibus Plan, as amended, options to
acquire 2,470,000 shares of our common stock were outstanding.


                                       36
<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, 2003, 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 below have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

<TABLE>
<CAPTION>
                                                                        As of December 31, 2003(1)

                                                              AMOUNT AND NATURE OF
        NAME OF BENEFICIAL OWNER                                 BENEFICIAL OWNER           PERCENT OF CLASS
        ------------------------                                 ----------------           ----------------
<S>                                                                <C>                             <C>
Boris Birshtein (2)(3)(4)                                          93,747,000(2)(3)(4)             88%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Aluminum-Power Inc.
87 Scollard Street
Toronto, Ontario M5R 1G4 (2)                                       85,000,000(2)                   80%

Yuri Benenson                                                              --                      --
1285 Avenue of the Americas, 35th Floor
New York, NY10019

Shmuel Gurfinkel (5)                                                       --                      --
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Walter J. Perchal (6)                                                      --                      --
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

All Executive Officers and                                         93,747,000                      88%
Directors as a Group (4 persons) (7)
</TABLE>

------------
(1)   Based on a total of 106,552,328 shares of common stock, which includes:
      (i) 100,472,328 shares of common stock issued and outstanding as of
      December 31, 2003; (ii) warrants to purchase 1,060,000 shares of common
      stock (iii) options to purchase 2,470,000 shares of our common stock
      granted pursuant to the 2001 Omnibus Plan, as amended; and, (iv) options
      to purchase 2,550,000 shares of our common stock granted outside of the
      2001 Omnibus Plan, as amended. Note that the total of 106,552,328 shares
      of common stock does not take into account a total of 8,125,000 shares of
      common stock potentially issuable


                                       37
<PAGE>

      pursuant to the anti-dilution provisions contained in two outstanding
      warrants. See "Executive Compensation - Summary Compensation Table and
      Resignation of Theodore B. Shapiro as an Officer and Director; Termination
      of Employment Agreement."

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

(3)   Mr. Birshtein currently, and since January 1998, serves as our Chairman of
      the Board.

(4)   Includes 4,237,000 shares of common stock and a warrant to purchase up to
      600,000 shares of our common stock owned directly by Mr. Birshtein;
      3,910,000 shares of our common stock owned by Magnum Associates, Inc., of
      which Mr. Birshtein is the sole shareholder; and, 85,000,000 shares of our
      common stock owned by Aluminum-Power Inc.

(5)   Mr. Gurfinkel served as our Chief Financial Officer from January 1998
      until his resignation on January 20, 2004.

(6)   Mr. Perchal is a member of our Board of Directors. Mr. Perchal owns
      approximately 1% of Aluminum-Power Inc., the beneficial owner of
      85,000,000 shares of our common stock.

(7)   Includes Messrs. Birshtein, Benenson, Perchal, and Gurfinkel.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On July 24, 2001, Eontech R&D, Inc. ("Eontech R&D") was incorporated in
the State of Delaware for the purpose of conducting research and development of
emerging technologies. The members of the Board of Directors of Eontech R&D at
the time of incorporation included Alexander M. Gordin, a former member of our
Board of Directors and our former Chief Executive Officer and President, and
Alon Birshtein, the son of Boris Birshtein, our Chairman of the Board and
indirect owner of a majority of our outstanding shares of common stock.

      On August 22, 2001, Eontech R&D issued to us 240 shares of its common
stock, issued Aluminum-Power Inc. 510 shares of its common stock and issued AGGI
Limited 250 shares of its common stock. No other shares of common stock of
Eontech R&D was issued or outstanding.

      On August 28, 2001, we entered into an agreement with Eontech R&D,
Aluminum-Power Inc., AGGI Limited and Eontech Group Inc. (the "August 28, 2001
Agreement") whereby Eontech R&D agreed to conduct research on our and
Aluminum-Power Inc.'s aluminum-power fuel cell technology. Additionally, under
the August 28, 2001 Agreement, we agreed to issue AGGI a stock option to
purchase up to 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 was less than $1.00 per share on August 23, 2003, we
agreed to pay to AGGI Limited for each share of stock which is subject to the
option, whether the option had been exercised or unexercised, an amount equal to
the difference between $1.00 and such closing price of our common stock, but in
no event more than $0.50 per share.


                                       38
<PAGE>

      On February 12, 2003 we entered into a Termination Agreement with Eontech
R&D, Aluminum-Power Inc, AGGI Limited and Eontech Group, Inc. terminating each
of such agreements, stock certificates and stock options.

      On March 12, 2003 Eontech R&D Inc. filed a Certificate of Dissolution with
the State of Delaware.

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

      On June 1, 2001, in a joint effort with Aluminum-Power Inc. we opened the
R&D Center in Toronto, Ontario, Canada. Pursuant to the R&D Agreement, we agreed
to reimburse Aluminum-Power Inc. for a portion of its costs relating solely to
the R&D Center and to work specifically performed for and on our behalf.

      The R&D Agreement provided us with unlimited use of the R&D Center and all
of it equipment and employees, 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 R&D Agreement we are not obligated to pay any amount owed to
Aluminum-Power Inc., with the exception of a monthly fee of 1.2% of
Aluminum-Power Inc.'s fixed monthly expenses associated with the R&D Center
until July 1, 2006, (plus interest at a rate of two percent (2%) per annum). As
of December 31, 2003, we owed Aluminum-Power Inc. approximately $295,000. There
is no penalty for pre-payment of such amount and beginning in 2004 we began to
make payments against such amount.

      Since our acquisition of the aluminum-air fuel cell for use in portable
consumer electronic devices, we pursued research and development with the goal
of commercial exploitation of such technology. Aluminum-Power Inc. advised us on
March 31, 2003 that it had spent in excess of $3,000,000 on research and
development related to our aluminum-air fuel cell technology. Aluminum Power
Inc. further advised that although it had aggressively pursued licensing
opportunities and sought joint venture partners, private financing and
investment capital in an effort to support its on-going research and development
efforts, it had been unable to secure additional funding for the continuation of
such efforts, other than shareholder loans which provided the funds noted above.

      Further, Aluminum-Power indicated that it found the development time line
and cost for research and development to be significantly in excess of what it
had originally anticipated. In fact, Aluminum-Power Inc. cited a report by the
Department of Energy dated February 2003 and


                                       39
<PAGE>

submitted to Congress on February 28, 2003, entitled "Fuel Cell Report to
Congress: Fuel Cell Future Not Certain" that concluded that there are
significant heretofore unforeseen barriers to the development of various fuel
cell technologies, most specifically the onerous cost of development and
commercialization. This report concurred with Aluminum-Power Inc.'s independent
conclusions. In addition, Aluminum-Power Inc. advised us that the U.S
governments' support of hydrogen based fuel cells, almost to the exclusion of
all others, had a significant adverse effect on its efforts to secure joint
ventures, development partners and licensing opportunities.

      Aluminum-Power Inc. determined therefore, that it was suspending any
further research and development efforts in connection with the aluminum-air
fuel cell under the R&D Agreement advising that it did not believe that it would
be prudent for either it or us to expend any additional research and development
funds on the technology until it could evaluate the prospects and feasibility of
further development and marketing opportunities.

      Accordingly, our research and developments efforts were suspended in the
second quarter of 2003 and will remain so until such time, if any, that
Aluminum-Power Inc. resumes its research and development efforts on our behalf,
or we are able to obtain financing to proceed with such efforts on our own.

      Although research and development efforts have been suspended, we continue
to believe that there may be potential viability for our technology, however,
management has concluded that due to the extraordinary time and enormous costs
involved, continued research and development efforts at this time are not
justified.

      On February 1, 2001, we entered into a Consulting Agreement with Donald W.
Kirk, who was engaged as our Chief Scientific Advisor for a two year term.
According to the terms of his Consulting Agreement, Mr. Kirk received $2,750 per
month and was granted an option to purchase up to 250,000 shares of our 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. On May 31, 2002 such
Consulting Agreement was amended terminating the monthly payments due thereunder
and providing for payment of services as rendered. No services were subsequently
rendered that required any payment by us. The Consulting Agreement expired on
January 31, 2003 and was not renewed. Mr. Kirk did not exercise his option
within the required period of time subsequent to his employment termination.
Accordingly, such option expired and was cancelled by us.

      On February 1, 2001, we entered into a Consulting Agreement with Vijay
Sharma, who was engaged as our R&D Center Coordinator for a two year term. Mr.
Sharma was subsequently appointed as a member of our Board of Directors on
February 16, 2001, was elected to the Board in August 2001 and served
continuously until his resignation on January 15, 2003. Pursuant to his
Consulting Agreement, Mr. Sharma received $5,000 per month for his services as
R&D Center Coordinator. Additionally, Mr. Sharma was granted an option to
purchase up to 250,000 shares of our common stock 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's
Consulting Agreement expired on February 1, 2003 and it was not renewed. Mr.
Sharma did not exercise his option within the required period of time subsequent
to his


                                       40
<PAGE>

employment termination. Accordingly, such option expired and was cancelled by
us.

      On February 1, 2001, we entered into a Consulting Agreement with Rafi
Ferry, who was engaged as our Marketing Director for a two year term. Pursuant
to the terms of his Consulting Agreement, Mr. Ferry received a monthly
consulting fee of $5,000 per month for his services. Additionally, in 2001 Mr.
Ferry was granted an option to purchase up to 500,000 shares of our common stock
pursuant to the 2001 Omnibus Plan, as amended. Mr. Ferry's Consulting Agreement
expired February 1, 2003 and it was not renewed. Mr. Ferry did not exercise his
option within the required period of time subsequent to his employment
termination. Accordingly, such option expired and was cancelled by us.

      Mr. Boris Birshtein effectively controls Eontech Group Inc., the majority
shareholder of Aluminum-Power Inc. On January 11, 2001, Mr. Birshtein, in his
capacity as the beneficial owner of the majority of the outstanding shares of
our common stock, provided his irrevocable written consent approving our
acquisition and licensing of certain aluminum-air fuel cell technology from
Aluminum-Power Inc., in consideration of 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."

      Upon the 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 of common stock. See "Security Ownership of Certain Beneficial Owners and
Management". As of December 31, 2003 Mr. Birshtein is the beneficial owner of
93,747,000 shares of our common stock, or approximately 88% of our issued and
outstanding shares of common stock.


                                       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
                        to the Registration Statement on Form 10-SB filed with
                        the Securities and Exchange Commission under File No.
                        000-28144).

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

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

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

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

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


                                       42
<PAGE>

            10(iii)     August 28, 2001 Agreement between Trimol Group, Inc.,
                        Eontech R&D, Inc., Aluminum-Power Inc., AGGI Limited,
                        LLC and Eontech Group Inc. (incorporated by reference to
                        Form 10-KSB filed with the Securities and Exchange
                        Commission for the year ended December 31, 2001).

            10(iv)      July 6, 2001 Letter Agreement (and Rider) between
                        Eontech Group Inc., Jerry Goodis and The DragonWyck
                        Corp. (incorporated by reference to Form 10-KSB filed
                        with the Securities and Exchange Commission for the year
                        ended December 31, 2001).

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

            10(vi)      February 1, 2001 Consulting Agreement between Donald W.
                        Kirk and Trimol Group, Inc.(incorporated by reference to
                        Form 10-KSB filed with the Securities and Exchange
                        Commission for the year ended December 31, 2001).

            10(vii)     February 1, 2001 Consulting Agreement between Vijay
                        Sharma and Trimol Group, Inc. (incorporated by reference
                        to Form10-KSB filed with the Securities and Exchange
                        Commission for the year ended December 31, 2001).

            10(viii)    February 1, 2001 Consulting Agreement between Rafi Ferry
                        and Trimol Group, Inc. (incorporated by reference to
                        Form 10-KSB filed with the Securities and Exchange
                        Commission for the year ended December 31, 2001).

            21          Subsidiaries of the Registrant.


                                       43
<PAGE>

            23          Consent of Paritz & Company, P.A.

            31.1        Chief Executive Officer Certification.

            31.2        Chief Financial Officer Certification.

            32.1        Chief Executive Officer Certification pursuant to 18
                        U.S.C. Section 1350 as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.

            32.2        Chief Financial Officer Certification pursuant to 18
                        U.S.C. Section 1350 as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002.


(b)   There were no Reports on Form 8-K filed during the fiscal year ended
      December 31, 2003. However, there was one Report on Form 8-K filed on
      January 26, 2004 subsequent to the period covered by this Report and
      incorporated herein by reference thereto.


                                       44
<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 14th day of
April, 2004.

TRIMOL GROUP, INC.

By:   /s/ Yuri Benenson
   -------------------------------------------
Name:  Yuri Benenson
Title: Chief Executive Officer and Director


By:   /s/ Jack Braverman
   -------------------------------------------
Name:  Jack Braverman
Title: Chief Financial Officer 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 dates indicated.

By:   /s/ Boris Birshtein                            Date: April 14, 2004
   -------------------------------------------
Name:  Boris Birshtein
Title: Chairman of the Board and Director


By:   /s/ Yuri Benenson                              Date:  April 14, 2004
   -------------------------------------------
Name    Yuri Benenson
Titles: Chief Executive Officer and Director


By:   /s/ Jack Braverman                             Date: April 14, 2004
   -------------------------------------------
Name:  Jack Braverman
Title: Chief Financial Officer and Director


By:   /s/ Walter Perchal                             Date: April 14, 2004
   -------------------------------------------
Name:  Walter Perchal
Title: Director


                                       45