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, 2002

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

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

Commission file number: 000-26971

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

            DELAWARE                                         13-3859706
   (State 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:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
              Title of Each Class                     Name of each Exchange on which listed
------------------------------------------------------------------------------------------------
<S>                                                             <C>
    Common Stock, par value $0.01 per share                     OTC Bulletin Board
------------------------------------------------------------------------------------------------
</TABLE>

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, 2002:  $4,971,000

The aggregate market value of the voting common equity held by non-affiliates of
the registrant is approximately $404,000 as of March 31, 2003.

The number of shares outstanding of the Registrant's common stock, as of March
31, 2003 is: 101,139,000.

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


                                       1
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant's definitive information statement which was filed with the
Securities and Exchange Commission (the "Commission") on January 24, 2001, for a
special meeting of stockholders, 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 Operations" and "Business," as well in this
Annual Report generally. In addition, when used in this Annual Report the words
"anticipates," "intends," "seeks," "believes," "plans," "estimates," and
"expects" and similar expressions as they relate to Registrant or its management
are intended to identify such forward-looking statements. Such statements are
subject to a number of risks and uncertainties. Actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. Registrant undertakes no obligation to
revise these forward-looking statements to reflect any future events or
circumstances.


                                       2
<PAGE>

                                TABLE OF CONTENTS

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

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

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

   ITEM 3.  LEGAL PROCEEDINGS.............................................7

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........7

PART II...................................................................8

   ITEM 5.  MARKET FOR COMMON EQUITY
            AND RELATED STOCKHOLDER MATTERS...............................8

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

   ITEM 7.  FINANCIAL STATEMENTS.........................................14

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................16

PART III.................................................................17

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
            CONTROL PERSONS; COMPLIANCE WITH SECTION
            16(a) OF THE EXCHANGE ACT....................................17

   ITEM 10. EXECUTIVE COMPENSATION.......................................20

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

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............31

   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.............................35


                                       1
<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 of the Republic of Moldova, we
began to explore alternative opportunities available to us and to divest
ourselves of certain of our assets operating in the Republic of Moldova. We
devised a strategic plan to focus in the area of technology in order to enhance
growth and achieve long-term profitability. As a result, we began discussions
with Aluminum-Power Inc., an alternative 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 the Aluminum-Power Inc. (the owner of a majority of the outstanding
shares of our common stock). See "Certain Relationships and Related
Transactions".

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

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

      Pursuant to the agreement and license with Aluminum-Power Inc., in
consideration of the


                                       1
<PAGE>

receipt of 88,000,000 shares of our common stock, and certain of our assets,
Aluminum-Power Inc. transferred to us:

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

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

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

      In exchange for the above noted assets, on February 16, 2001, we
transferred to Aluminum-Power Inc. 88,000,000 shares of our common stock
together with interests in three operating subsidiaries; Banca Commerciala pe
Actiuni "Export-Import", a 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 the above listed 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 is located in a 6,000 square foot facility that Aluminum-Power Inc.
leased on March 31, 2001, for a five-year term. We have agreed to reimburse
Aluminum-Power Inc. a percentage of its research and development costs (as such
costs relate to work specifically performed for and on behalf of us). See
"Certain Relationships and Related Transactions."

      Since our acquisition of the aluminum-air fuel cell technology for use in
portable consumer electronic devices, we have continued to advance research and
development with the goal of commercial exploitation of such technology.
Aluminum-Power Inc. advised us in a letter dated March 31, 2003 that, to date,
it has spent in excess of $3,000,000 on research and development related to our
aluminum-air fuel cell technology. However, Aluminum-Power Inc. further advised
us that although it has aggressively pursued licensing opportunities and sought
joint venture partners, private financing and investment capital in an effort to
support its on-going research and


                                       2
<PAGE>

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

      Further, Aluminum-Power Inc. indicated that over the past two years they
have found the development time line and cost for research and development to be
significantly in excess of what it had originally anticipated. In its letter,
Aluminum-Power Inc. cited a recent report by the Department of Energy ("DOE")
dated February 2003 and submitted to Congress by the DOE under cover of 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 concurs
with Aluminum-Power Inc.'s independent evaluation of the matter.

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

      Aluminum-Power Inc. concluded its letter that in light of the above, as
well as other considerations, it has elected to suspend any further research and
development efforts of the aluminum-air fuel cell under the R&D Agreement at
this time advising that it does 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 can evaluate the prospects and feasibility of further
development and access marketing opportunities.

      Accordingly, as of the second quarter 2003, our research and developments
efforts were suspended until such time as Aluminum-Power 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 still continue to believe in the viability of our technology
and have not changed our opinion as to the potential benefits our technology
could make in the field of alternative power. 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.

      We will, however, continue to actively seek patent protection on our
technology. In fact, such efforts resulted in the issuance by the United States
Patent and Trademark Office of a patent entitled "Ecologically Clean
Mechanically Rechargeable Air-Metal Current Source" on March 12, 2002. In
addition on February 21, 2003 a Notice of Allowance was issued by the U.S.
Patent and Trademark Office on our patent application entitled "A Metal-Air
Battery Having In-Situ Generatable Electrolyte" which we anticipate will result
in the issuance of an additional patent in the second quarter 2003.


                                       3
<PAGE>

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 actively seek other opportunities throughout the European
marketplace and elsewhere. The system utilizing this technology is leased from
Supercom, Ltd., an Israeli corporation, pursuant to a lease agreement dated
August 25, 1995 with a term of ten (10) years with an automatic ten (10) year
extension, unless either party submits a written notification of termination
prior to the expiration of the initial 10 year term. All of the materials
required to operate, maintain, and repair the system are supplied by Supercom,
Ltd. pursuant to the lease agreement.

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

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

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

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

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


                                       4
<PAGE>

Aluminum-Air Fuel Cell Technology

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

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

      Metal-air fuel cells contain an anode (which serves as the fuel), a
cathode, and an electrolyte. The density of the aluminum metal fuel source
combined with the electrochemical properties and viability makes the
aluminum-air type of power cell versatile and environmentally 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 from the air. As the aluminum oxidizes in the alkaline solution,
electricity is produced. Fundamentally, aluminum has tremendous energy density
when compared with other metals used in batteries. Furthermore, spent aluminum
can be recycled and obtaining aluminum from recycled aluminum hydroxide is more
economical and less energy intensive than mining aluminum ore.

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

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

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

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


                                       5
<PAGE>

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

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

Our Competition

      Although there is currently a 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 with a large number of companies
offering or seeking to develop technology and products that will compete with
those that we are seeking to develop and distribute.

      We compete with large and small manufacturers of alkaline, carbon-zinc,
seawater, high rate and primary batteries as well as other manufacturers of
lithium batteries. We are also subject to competition from manufacturers 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 are also subject to competition from
manufacturers engaged in the development of batteries incorporating new
technologies.

Our Employees

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

ITEM 2. DESCRIPTION OF PROPERTY

      During the period covered by this Annual Report, we maintained our office
located 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 with EZ TEL USA Inc., whose President is Gary Shokin, our Vice
President, for office space at 25 Broad Street, Suite 15-E, New York, New York
10004.


                                       6
<PAGE>

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

ITEM 3. LEGAL PROCEEDINGS

      During the fiscal year ended December 31, 2002, neither the Company nor
any of its 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.


                                       7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock is quoted and traded on a limited and sporadic basis on
the OTC Bulletin Board operated by The Nasdaq Stock Market, Inc. under the
trading symbol "TMOL." The limited and sporadic trading does not constitute, nor
should it be considered, an established public trading market for our common
stock. The following table sets forth the high and low closing bid prices for
our common stock for the periods indicated, as reported by the OTC Bulletin
Board, Nasdaq Trading and Market Services. Such quotations reflect inter-dealer
prices, without real mark-up, mark-down or commissions, and may not necessarily
represent actual transactions. We had 402 stockholders of record of our common
stock as of December 31, 2002.

        Fiscal 2003                        High             Low
                                           ----             ---

        First Quarter                     $0.25            $0.07

        Fiscal 2002                        High             Low
                                           ----             ---

        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                        High             Low
                                           ----             ---

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

      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 the 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


                                       8
<PAGE>

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 President and Chief Executive Officer and Gary
Shokin, our Vice President and Secretary, in partial compensation of services to
be rendered from such date through August 2003. Pursuant to a letter agreement
entered into with each of Mr. Gordin and Mr. Shokin, such stock is earned by
each of them at a rate of 41,000 shares per month beginning September 2002.
Should their employment terminate within the twelve-month term of the agreement,
any unearned stock will be returned to us within ten days of such termination.

      On May 30, 2002, we issued 100,000 shares of 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 1,000,000 shares of common stock
at an exercise price of $0.21 per share that vested upon execution of such
Consultant Agreement, and (ii) options to purchase up to 3,000,000 shares of
common stock at an exercise price of $0.21 per share that are granted pursuant
to our 2001 Omnibus Plan, as amended. The options for up to 3,000,000 shares of
common stock were granted on a monthly basis at a rate of 250,000 shares per
month commencing on January 31, 2002 and ending on December 31, 2002.

      On August 15, 2001, the Company granted John R. Loveland, a former
Director, options to purchase 100,000 shares of common stock, with an expiration
date of August 15, 2006 and an exercise price of $0.50 per share of common
stock. These options were not granted pursuant to the terms of the 2001 Omnibus
Plan, as amended

      In July of 2001, Eontech Group Inc., a company indirectly controlled by
Mr. Birshtein, the Company's Chairman, and a company which is the majority
shareholder of Aluminum-Power Inc., entered into a consulting agreement with Mr.
Jerry Goodis and The DragonWyck Corporation, whereby Mr. Goodis and The
DragonWyck Corporation have agreed to provide Eontech Group Inc., and its
subsidiaries, including Aluminum-Power Inc. and the Company, with certain
consulting services. As partial consideration for such services, the Company
granted options to The DragonWyck Corporation to purchase up to 200,000 shares
of common stock, for a period of three years, at an exercise price of $0.50 per
share of common stock.

      On February 16, 2001, we issued 88,000,000 shares of 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.


                                       9
<PAGE>

      Additionally, during fiscal year ended December 31, 2002, we granted one
consultant options, pursuant to the 2001 Omnibus Plan, as amended, to purchase
an aggregate of 1,750,000 shares of our common stock, and cancelled 1,600,000
previously issued options. No officers or directors were granted options
pursuant to the 2001 Omnibus Plan, as amended, during fiscal year 2002.

      During fiscal year ended December 31, 2001, the Company granted a total of
25 directors, officers, advisers or consultants options, pursuant to the 2001
Omnibus Plan, as amended, to purchase an aggregate of 7,970,000 shares of the
Company's common stock.

      As of December 31, 2002, 8,120,000 were issued and outstanding under the
2001 Omnibus Plan as amended, and 2,550,000 options issued and outstanding
outside of such 2001 Omnibus Option Plan, as amended.

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 proprietary technology used to produce secure
government identification documents, such as drivers' licenses and passports.
Although Intercomsoft's current operations are based solely in the Republic of
Moldova, it is actively seeking to expand its base of operations and offer its
unique services to other areas and regions in the European marketplace and
elsewhere.

      We currently derive all of our revenues and income pursuant to
Intercomsoft's Supply Contract with the Government of the Republic of Moldova.
The political and economic environment of the Republic of Moldova has
historically been unstable. Should the Government of the Republic of Moldova
default on the Supply Contract or discontinue the use of Intercomsoft's services
under the Supply Contract, we would likely have limited recourse. We do not
anticipate any other revenues during the fiscal year ending December 31, 2003.
If for any reason (or for no reason) the Supply Contract were terminated, the
terms were materially or adversely amended, or business reduced, such event
would have a material adverse effect on Intercomsoft as well as on us.

      In addition, in the first quarter of 2001, we acquired certain rights, as
more fully defined


                                       10
<PAGE>

below, to an aluminum-air fuel cell technology for use in portable consumer
electronic devices such as cellular telephones and laptop computers. Since
acquisition we have engaged in research, development and marketing efforts in
the development of 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 vigorously pursued
the prosecution of our patent applications involving such technology.

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

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

      In a letter from Aluminum Power Inc. dated March 31, 2003 Aluminum-Power
Inc. advised us that it was suspending further research and development efforts
of the aluminum-air fuel cell technology under the Research and Development
Agreement for the foreseeable future. Accordingly, as of the second quarter 2003
our research and developments efforts were suspended until such time 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" for further details.)

Asset Acquisition and Discontinued Operations

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

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


                                       11
<PAGE>

      o     All rights and title to certain technology relating to metal-air
            batteries and fuel cells, evidenced by United States Patent and
            Trademark Office Patent Application Reference No.
            PNK/M275689/IAROCHENKO, filed on December 19, 2000, and Internal
            Reference Patent Application #1167 filed with the Canadian
            Intellectual Property Office on February 7, 2000, and titled, "A
            Metal-Air Battery Having In-Situ Generatable Electrolyte," suitable
            for consumer portable electronic devices, including two-way radios,
            wireless telephones, portable audio 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 will enable the conversion of cell voltage of an
            aluminum-metal-air-cathode battery to the voltage required by
            different consumer portable electronic devices.

      In exchange for the above noted assets, on February 16, 2001, we
transferred to Aluminum-Power Inc. 88,000,000 shares of our common stock
together with interests in three operating subsidiaries; Banca Commerciala pe
Actiuni "Export-Import", a 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, 2002, our assets consisted of
Intercomsoft, a wholly owned subsidiary, and an aluminum-air fuel cell
technology, as more fully described above.

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

Comparison of Fiscal Year Ending December 31, 2002 to Fiscal Year Ending
December 31, 2001

      During the fiscal year ended December 31, 2002, we had revenues resulting
solely from Intercomsoft's production of government documents in the Republic of
Moldova of $4,971,000 as compared to $3,886,000 for 2001. The increase in
revenue of $1,085,000 was due to a number of factors. In 2001 Romania and
Moldova introduced passport control between their two countries which led to an
increase in passport issuances to the residents of Moldova. In addition,
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


                                       12
<PAGE>

expiring documents resulting in an increase in the issuance of such replacement
documents. Increased marketing efforts by us beginning in the third quarter 2001
and cross marketing to individuals during passport renewals and/or issuance also
led to a continuing increase in the sale of collateral documentation including
drivers licenses and other government issued documents.

      During the fiscal year ended December 31, 2002, Intercomsoft's costs
associated with generating these revenues was $1,170,000 or 23.5% as compared to
$1,206,000 or 31% for 2001. The reduction in the percentage of costs associated
with generating revenues was, in part, due to the purchase of new equipment that
resulted in less maintenance costs, higher performance and production and
increased efficiency. This resulted in gross profit for Intercomsoft of
$3,801,000 and $2,680,000 for the fiscal years ending December 31, 2002 and 2001
respectively, an increase of $1,121,000, or 42%.

      General and administrative expenses for fiscal year ending December 31,
2002, were $1,525,000, which consisted of $75,000 from Intercomsoft and
$1,450,000 of general corporate and administrative expenses. For the same period
in 2001 general and administrative expenses aggregated approximately $1,445,000
which consisted of $81,000 from Intercomsoft and $1,364,000 of general corporate
and administrative expenses. The minor increase of general corporate and
administrative expenses resulted, in part, from a combination of savings in
consulting, legal and accounting expenses, coupled with increases in insurance
costs and a minor increase in office expenses relating to the opening of our new
office located in downtown New York established to pursue business development
opportunities.

      Public relations, marketing and advertising for fiscal year ending
December 31, 2002 were $1,447,000 which consisted of $1,441,000 from
Intercomsoft for marketing expenses relating to efforts to expand the use of
Intercomsoft's services, and $6,000 which related to the on-going public
awareness program for our aluminum-air fuel cell technology. For the same period
in 2001, such expenses aggregated approximately $950,000, which consisted of
$852,000 from Intercomsoft and $98,000 related to the aluminum-air fuel cell
technology. The increase of $589,000 from Intercomsoft was the direct result of
a marketing agreement entered into in the 3rd quarter 2001 to aggressively
market Intercomsoft's products and services to the Moldovan population. The
decrease of $92,000 in such expense relating to the aluminum-air fuel cell
resulted from a reassessment of the marketing needs for the technology.

      Beginning in the first quarter of 2001, we began our research and
development program of the metal-air (aluminum-air) fuel cell technology
acquired in such period. To that end, together with our majority shareholder
Aluminum-Power Inc., we opened an International Research & Development Center in
Toronto, Ontario, Canada. Research and development costs for 2002 were $353,000,
compared to $527,000 in 2001. The decrease of $172,000 in research and
development costs in year 2002 resulted from a stabilization of start-up and
non-recurring costs incurred in 2001, the first year of research and
development, and the expense incurred in establishing the R&D Center in 2001 to
facilitate ongoing research and development.

      We had a net profit from operations of approximately $476,000 for 2002 as
compared to a net loss of $242,000 for 2001.


                                       13
<PAGE>

Liquidity & Capital Resources

      Our joint venture with Aluminum-Power Inc. to operate the R&D Center has
added significant additional costs and expenses associated with running such
facility. As of December 31, 2002, we owed Aluminum-Power Inc. approximately
$119,000, payable on the fifth anniversary of the Research & Development
Agreement, and bearing interest at a rate of 2% per annum.

      While we believe we have adequate capital to fund current operations for
fiscal year 2003, we believe that we will need to obtain additional working
capital for future periods if we are to continue with our research and
development efforts of our aluminum-air fuel cell technology.

      At December 31, 2002 there were unpaid cash advances totaling
approximately $208,000 that were made to us in 2001 by Mr. Boris Birshtein, our
Chairman of the Board and indirect owner of a majority of our outstanding shares
of common stock, or by entities effectively owned and controlled by Mr.
Birshtein. Of such amount, Mr. Birshtein personally is owed approximately
$120,000 and entities effectively owned and controlled by Mr. Birshtein, are
owed approximately $88,000. All cash advances made to the Company are
non-interest bearing and due on demand.

      Although no assurances can be made, we believe that our operating expenses
will not decrease during the fiscal year ending December 31, 2003 as a result of
the temporary suspension of research and development efforts, due to the
anticipation of partial payment to our Chairman of the Board, or entities
controlled by him, of the above noted unpaid cash advances.

      We may seek additional funding through public or private financing or
other arrangements in an effort to subsidize 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.

FORWARD LOOKING STATEMENTS

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

ITEM 7. FINANCIAL STATEMENTS

      The consolidated financial statements of the Company for the years ended
December 31, 2002 and 2001 have been examined to the extent indicated in the
report provided by the independent


                                       14
<PAGE>

accountants, Paritz & Company, PA. Paritz & Company, PA has confirmed to the
Company that the consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and with Regulation S-X
promulgated by the SEC.


                                       15
<PAGE>

                               TRIMOL GROUP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

<PAGE>

TRIMOL GROUP, INC.

CONTENTS                                                         Page Numbers

Report of the Independent Auditors                                   F-1

Consolidated Balance Sheet                                           F-2

Consolidated Statement of Operations                                 F-3

Statement of Changes in Shareholders' Equity                         F-4

Consolidated Statement of Cash Flows                                 F-5

Notes to the Consolidated Financial Statements                    F-6 to F-13

<PAGE>

REPORT OF THE INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of

Trimol Group, Inc.

We have audited the accompanying consolidated balance sheet of Trimol Group,
Inc. and subsidiaries (the "Company") as of December 31, 2002 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the years ended December 31, 2002 and 2001. 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, 2002 and the results of its operations and cash flows for each of
the two years in the period ended December 31, 2002, 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 17, 2003, except as to Note 3(b)
                                  which is dated March 31, 2003


                                       F-1

<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------------------------------

ASSETS

Current assets:

Cash                                                                  $  49,000

Accounts receivable                                                     302,000

Prepaid expenses                                                         17,000
                                                                      ---------

     Total current assets                                               368,000

Property and equipment, net                                              95,000
                                                                      ---------

TOTAL ASSETS                                                          $ 463,000
                                                                      =========

LIABILITIES

Current liabilities:

Trade accounts payable                                                $ 106,000

Accrued expenses                                                        201,000

Current portion of payables to related parties                          341,000
                                                                      ---------

TOTAL LIABILITIES                                                       648,000

PAYABLES TO RELATED PARTIES                                             379,000

SHAREHOLDERS' DEFICIENCY                                               (564,000)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                        $ 463,000
                                                                      =========

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


                                       F-2

<PAGE>

TRIMOL GROUP, INC.

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

<TABLE>
<CAPTION>
                                                        Year Ended        Year Ended
                                                    December 31, 2002  December 31, 2001
<S>                                                    <C>               <C>
REVENUES                                               $  4,971,000      $  3,886,000
                                                       ------------      ------------

OPERATING EXPENSES:

Cost of revenues                                          1,170,000         1,206,000

Research and development                                    353,000           527,000

Marketing and promotion                                   1,447,000           950,000

General and administrative expenses                       1,525,000         1,445,000
                                                       ------------      ------------
TOTAL OPERATING EXPENSES                                  4,495,000         4,128,000
                                                       ------------      ------------

NET INCOME (LOSS)                                      $    476,000      $   (242,000)
                                                       ============      ============

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

WEIGHTED AVERAGE NUMBER OFSHARES
OUTSTANDING-BASIC AND DILUTED                           100,361,466        88,707,493
                                                       ============      ============
</TABLE>

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


                                       F-3

<PAGE>

TRIMOL GROUP, INC.

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

<TABLE>
<CAPTION>
                                                               ADDITIONAL     RETAINED
                                         COMMON STOCK          PAID-IN        EARNINGS      DEFERRED
                                     SHARES        AMOUNT      CAPITAL        (DEFICIT)     COMPENSATION    TOTAL
<S>                                <C>           <C>           <C>            <C>            <C>            <C>
BALANCE - JANUARY 1, 2001           12,039,000   $   120,000   $ 6,178,000    $(7,142,000)            --    $  (844,000)

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

Issuance of common stock in
Exchange for assets (see Note 2)    88,000,000       880,000      (880,000)            --             --             --
                                   -----------   -----------   -----------    -----------    -----------    -----------

BALANCE - DECEMBER 31, 2001        100,039,000     1,000,000     5,298,000     (7,384,000)            --     (1,086,000)

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)
                                   ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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


                                       F-4

<PAGE>

TRIMOL GROUP, INC.

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

<TABLE>
<CAPTION>
                                                            Year Ended          Year Ended
                                                        December 31, 2002     December 31, 2001
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                            $ 476,000           $(242,000)

ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH USED IN OPERATING ACTIVITIES

Depreciation of property and equipment                           8,000                  --

Stock based compensation                                        46,000                  --

Write-off of deferred offering costs                            35,000                  --

CHANGES IN ASSETS AND LIABILITIES

Accounts receivable                                            178,000            (344,000)

Prepaid expenses                                                41,000             (58,000)

Accounts payable                                              (425,000)             65,000

Accrued expenses                                               (79,000)           (341,000)
                                                             ---------           ---------

NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                                      280,000            (920,000)
                                                             ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment                         (103,000)                 --
                                                             ---------           ---------

NET CASH USED IN INVESTING ACTIVITIES                         (103,000)                 --
                                                             ---------           ---------

CASH FLOW FROM FINANCING ACTIVITIES

  Repayment of loan to related party                                --                  --

  Net advances (repayments) to/from related parties           (172,000)            892,000

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

NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                                          (172,000)            857,000
                                                             ---------           ---------

INCREASE (DECREASE) IN CASH                                      5,000             (63,000)

CASH - BEGINNING OF YEAR                                        44,000             107,000
                                                             ---------           ---------

CASH - END OF YEAR                                           $  49,000           $  44,000
                                                             =========           =========
</TABLE>

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


                                       F-5

<PAGE>

TRIMOL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

Business organization

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

The Company owns all of the outstanding shares of Intercomsoft Limited
("Intercomsoft") a non-resident Irish company, which, pursuant to a lease
agreement which expires in August 2005, provides proprietary technology,
equipment and auxiliary materials used in the production of secure essential
government documents (passports, drivers' licenses and ID cards). Currently
Intercomsoft's only customer is the Government of the Republic of Moldova.

As a result of the acquisition referred to in Note 2, the Company has an
exclusive worldwide license to make, use and sell a mechanically rechargeable
metal-air (aluminum) fuel cell solely for use with consumer portable electronic
devices, all rights and title to certain technology relating to metal-air
(aluminum) fuel cells, and the design and know-how to a DC/DC Converter designed
and developed by a related company. Substantially all of the research and
development costs related to this technology are allocated from the majority
shareholder of the Company (see Note 6).

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 fair value.


                                       F-6

<PAGE>

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 live.

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

Research and development

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

Advertising costs

The Company expenses all advertising 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 bases of assets and liabilities and
their bases for financial reporting purposes. In addition, SFAS 109 requires the
recognition of future tax benefits, such as net operating loss carryforwards. A
valuation allowance related to deferred tax assets is recognized when, in
management's judgment, it is more likely than not that all, or a portion of such
deferred assets, will not be realized.

Income per share

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

Comprehensive income

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


                                       F-7

<PAGE>

Fair value of financial instruments

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

NOTE 2-ACQUISITION

Pursuant to a series of agreements which were authorized by the Board of
Directors in 2000 and closed in 2001 with Aluminum-Power, Inc, ("API"), a
company owned and controlled by the principal shareholder of the Company, the
Company sold its interest in three subsidiaries and transferred 88,000,000
shares of previously unissued common stock in exchange for the exclusive
worldwide license referred to in Note 1.

NOTE 3-RISKS AND UNCERTAINTIES

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

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

(b) As a result of the transactions referred to in Note 2, Trimol has exchanged
a substantial part of its assets for certain technology. Although the United
States Patent and Trademark Office has issued several patents on the technology,
there can be no assurances that such office will afford such technology
additional patent protection and there can be no assurances that such technology
will be marketable and/or profitable. Additionally, the Company believes that in
order to further develop and market this technology, it will be necessary to
seek additional capital. There can be no assurance that additional financing
will be available on commercially reasonable terms or at all. If adequate funds
are not available, or are not available on acceptable terms, the Company may not
be able to further develop and market the technology. 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 such securities may have rights, preferences and privileges senior
to those of the existing shares of common stock.

      API advised the Company in a letter dated March 31, 2003, that although it
has aggressively pursued licensing opportunities and sought venture partners,
private financing and investment capital in an effort to support its ongoing
research and development of the aluminum-air fuel cell technology, it has been
unable to secure financing for such research and development efforts, other than
through shareholder loans. Further, API indicated that over the past two years
they have found the development time line and cost for research and development
to be significantly in excess of what it had originally anticipated. In fact,
API cited in its letter that a recent report by the Department of Energy
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.

      API concluded that in light of the above, as well as other considerations,
it has elected to suspend any further research and development efforts of the
aluminum-air fuel cell under the R&D Agreement at this time, advising that it
does not believe that it would be prudent to expend


                                     F-8

<PAGE>

any additional research and development funds on the technology until it can
evaluate the prospects and feasibility of further development and access
marketing opportunities.

      Accordingly, as of the second quarter 2003, research and development
efforts were suspended until such time as API resumes its research and
development efforts or the Company is able to obtain financing to proceed with
such efforts.

      The Company continues to believe in the viability of the technology and
has not changed its opinion as to the benefits the technology could make in the
field of alternative power. 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 4-PROPERTY AND EQUIPMENT

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

                                                     Amount     Life
             Document processing equipment           $ 85,000  5 years
             Office equipment                          18,000  5 years
                                                     --------
                                                      103,000
             Less accumulated depreciation              8,000
                                                     --------
                                                     $ 95,000
                                                     ========

NOTE 5-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 6-RELATED PARTY TRANSACTIONS AND BALANCES

(a)   Transactions

      See Note 2 regarding transaction with API.

      On July 1, 2001, the Company entered into an agreement with API pursuant
to which Trimol would reimburse API for its allocated portion of expenses
attributable to the Company's technology referred to in Notes 1 and 2. During
the two year period ended December 31, 2002 API operated a research and
development center ("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 agreement provides the Company with unlimited use of the R&D Center
and unlimited use of all equipment and employees located at the center. The
Company is obligated to pay API proportionately all costs and expenses
associated with the use of the R&D Center. In addition, the Company pays API to
lease its proportionate share of the center's equipment and improvements at a
monthly rate of 1.2% of API's gross asset value.


                                        F-9

<PAGE>

         Allocated research and development expenses for the year ended December
31, 2002 aggregated $162,000.

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

<TABLE>
<S>                                                                             <C>
      Cash advances from the Chairman of the Board ("Chairman") of the
      Company, and a company owned by the Chairman. (1)                         $208,000

      Accrued compensation due to the Chairman. (See Note 9) (2)                 393,000
      Due to API. (3)                                                            119,000
                                                                                --------
                                                                                 720,000
      Less current portion                                                       341,000
                                                                                --------
                                                                                $379,000
                                                                                ========
</TABLE>

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

(2)   Of this amount $260,000 is due June 1, 2004 and $133,000 is due on demand.

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

NOTE 7-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, 2001              --             --            --

      Granted                         7,970,000        300,000     8,270,000

      Exercised                              --             --            --

      Cancelled                              --             --            --
                                    -----------    -----------   -----------

      Balance - December 31, 2001     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
                                    ===========    ===========   ===========


                                      F-10

<PAGE>

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

<TABLE>
<CAPTION>
                                       Weighted         Weighted                 Weighted
         Exercise       Number of       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        3.8              0.01         --           --

           $0.21        4,000,000        4.4              0.21         --           --

           $0.50        6,020,000        3.5              0.50         --           --

        $1.00 - 1.25      450,000        3.6              1.19         --           --
</TABLE>

      The per share weighted average fair value of stock options granted during
the fiscal year ended December 31, 2002 was $0.21. The fair value of these
options was determined at the date of grant using the Black-Scholes option
pricing model with the following assumptions:

                 Risk-free interest rate                    3.83%

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

                  Net Earnings:

                       As reported                $    476,000

                       Pro forma                   (3,963,000)

                  Basic Earnings per Share:

                       As reported                        .005

                       Pro forma                        (.039)

                  Diluted Earnings per Share

                       As reported                        .005

                       Pro forma                        (.039)

(b) In February 2000 the Company issued warrants to purchase 1,400,000 shares of
its common stock (the "Warrants") to three employees, 400,000 of which were
cancelled on January 28, 2003. The remaining Warrants may be exercised for a
period of five years at an exercise price of $.50 per share and contain an
anti-dilution provision.


                                      F-11

<PAGE>

      As of December 31, 2002, the Company and the warrant holder are in a
disagreement concerning the validity and effect of an anti-dilution paragraph
contained in the warrant agreement. In part, the paragraph at question provides
that the warrant holder's exercise price, and the number and character of the
shares of common stock underlying the warrants would 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 exercise price. There can be no assurance
that this matter will be resolved on terms acceptable to the Company, nor can
there be any assurance that the resolution of this matter will not result in the
adjustment of the exercise price and number and character of the underlying
shares. In the event that the matter is not resolved on acceptable terms, and
further that a court of law determines that the warrant holder's position is
correct, then upon the full exercise of the warrants the Company may be legally
bound and obligated to issue approximately 3.25 million additional shares of
common stock, which would have an immediate and substantial dilutive effect on
the shares of 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 at an exercise price of $11.50
per share and 30,000 of which are at an exercise price of $.75 per share.

NOTE 8-INCOME TAX

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

<TABLE>
<CAPTION>
                                                          December 31, 2002     December 31, 2001
<S>                                                          <C>                   <C>
Income tax (benefit) at statutory rate of 34%                $   162,000           $   (82,000)
Net operating loss carryforward (used) not utilized             (162,000)               82,000
                                                             -----------           -----------
                                                             $        --           $        --
                                                             ===========           ===========

<CAPTION>

                                                          December 31, 2002     December 31, 2001
<S>                                                          <C>                   <C>
Deferred tax assets:

  Net operating loss carryforward                            $   218,000           $   380,000
  Capital loss carryforward                                    2,706,000             2,706,000
                                                             -----------           -----------
                                                               2,924,000             3,086,000
Valuation allowance (see Note 1)                               2,924,000             3,086,000
                                                             -----------           -----------
                                                             $        --           $        --
                                                             ===========           ===========
</TABLE>

NOTE 9-COMMITMENTS

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


                                      F-12

<PAGE>

The Company has an employment agreement with the Chairman which expires December
31, 2003 and provides for base annual compensation of $250,000. The agreement
provides that, among other things, the Chairman will receive a bonus equal to
ten percent of the excess net pre-tax profits, as defined. In addition, the
agreement provides that for every $1,000,000 of the Company's excess net pre-tax
profits, as defined, generated by the Company in the determining year, the
Chairman will receive incentive warrants ("Incentive Warrants") to purchase an
aggregate of 100,000 shares of the Company's common stock up to a maximum of
1,000,000 shares of common stock per year at an exercise price equal to the
closing price of common stock on the issue date, which was waived by the
Chairman for the year ended December 31, 2002. As of December 31, 2002, no
Incentive Warrants were outstanding. In the event that, upon the expiration of
the employment agreement, it is not renewed the Company shall be obligated to
pay the Chairman a lump sum amount equal to one-hundred-fifty percent (150%) of
his then base salary and the bonus with respect to the last year of the
employment agreement.

NOTE 10-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, 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>

YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                        Research and         Corporate and
                                   Intercomsoft         Development          Administrative             Total
<S>                               <C>                  <C>                   <C>                   <C>
Net sales                         $     3,886,000      $            --       $            --       $     3,886,000

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

Net income (loss)                 $     1,747,000      $      (625,000)      $    (1,364,000)      $      (242,000)
                                  ===============      ===============       ===============       ===============
</TABLE>


                                      F-13
<PAGE>

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

      None.


                                       16
<PAGE>

                                    PART III

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

Directors and Executive Officers

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

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

    Boris Birshtein         55           Chairman of the Board of Directors

    Alexander M. Gordin     39      Director; President; Chief Executive Officer

    Michael Jay  Solomon    65                        Director

    John R. Loveland        65                        Director
                                            (resigned November 19, 2002)

    Walter J. Perchal       51                        Director

    Vijay Sharma            33                        Director
                                            (resigned January 15. 2003)

    Shmuel Gurfinkel        56                Chief Financial Officer

    Gary Shokin             42               Vice President; Secretary

    Rafi Ferry              32                   Marketing Director
                                                (outside consultant)

Background of Executive Officers, Directors and Significant Employees

      Boris Birshtein has served as our Chairman of the Board of Directors since
January 1998. Since 1999, Mr. Birshtein has 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.


                                       17
<PAGE>

      Alexander M. Gordin has served as a member of the Board of Directors and
our President since May 2000, and the Chief Executive Officer since November
2000. Mr. Gordin served as a Director of Eontech R&D, Inc., a former subsidiary,
from August 2001 until its dissolution in March 2003. Since January of 2002, Mr.
Gordin has served as the Managing Director for Broad Street Capital Group, a
group of asset management and financial advisory companies controlled by Mr.
Gordin and his immediate family. From 1998 until 2000, Mr. Gordin served as the
Director of Strategic Business Development at Amdour Group located in Stamford,
Connecticut. Mr. Gordin's duties at Amdour Group included extensive
responsibility for direct investments and Mergers & Acquisitions in the areas of
media, wireless communications, and commercial real estate. From 1996 until
1998, Mr. Gordin served as the Managing Director of Broad Street Capital LLC, a
firm he co-founded and which is now owned by Broad Street Capital Group. From
1990 until 1996, Mr. Gordin was engaged as the President of Radio Communications
International Corp., which was the first Motorola distributor located in the
former Soviet Union. In 1995, Mr. Gordin was awarded an MBA from the Wharton
School of the University of Pennsylvania.

      Michael Jay Solomon was appointed as a member of the Board of Directors on
February 16, 2001 and elected in August 2001. Since March 2002 Mr. Solomon has
served as the Chairman of the Board of Directors and Chief Executive Officer of
El Camino Entertainment Group, Inc, which is dedicated to building major live
family entertainment business in North America. From May 2000 to August 2002,
Mr. Solomon served as the Chairman of the Board of Directors of Maxx
International, Inc. Mr. Solomon currently serves as a Director on the Boards of
New York University Stern School of Business, the Entertainment Business &
Management Advisory Board at UCLA, the International Council of the National
Academy of Television Arts and Sciences and the U.S.C. Annenberg School of
Communication/London School of Economics Communication Degree Program. He has
held the positions of Chairman/CEO of Telepictures Corporation, President of
Lorimar-Telepictures Corp. and President of Warner Bros. International
Television.

      John R. Loveland was appointed as a member of the Board of Directors on
February 16, 2001, was elected in August 2001 and served continuously until his
resignation from his position as a Director on November 19, 2002. From 1960 to
2000, Mr. Loveland served in a position of executive management of various
entities related to and/or owned by O'Brien & Gere Limited. From 1980 to 1992,
Mr. Loveland served as the President and CEO of O'Brien & Gere Engineers, Inc.
From 1985 to 1995, he served as the President of O'Brien & Gere Limited and from
1985 until 2000, Mr. Loveland served as the President of O'Brien & Gere Property
Development. Additionally, from June 1994 to February 2000, Mr. Loveland served
as a Director and Chief Executive Officer of Op-Tech Environmental Services,
Inc.

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

      Vijay Sharma was appointed as a member of the Board of Directors on
February 16, 2001, was elected in August 2001 and served continuously until his
resignation on January 15, 2003. In


                                       18
<PAGE>

addition he also served as our R&D Center Coordinator at the R&D Center from
February 2001 to January 2003 and from March 16, 2001 to January 31, 2003 as the
President of Aluminum-Power Inc., our majority shareholder, a corporation
organized under the laws of the Province of Ontario, Canada. Since 1993, ATI
Technologies employed Mr. Sharma initially as a Product Manager, then a Group
Product Manager and finally as a Senior Group Manager of Business Management.
Mr. Sharma received a Masters of Business Administration from Edinburgh Business
School, Herlot-Watt University and a B.A.Sc. in Chemical Engineering from the
University of Toronto.

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

      Gary Shokin has served as a Vice President since May 2000 and as Secretary
since January 2001. From May 2000 until January 2001, Mr. Shokin also served as
a Director. Since March 2002 Mr. Shokin has been a shareholder and has served as
President of the EZTEL Group, a privately held telecommunications company. Since
1995, Mr. Shokin has served as the President of Emerald Spa, Inc., a New York
based company specializing in beauty enhancement, physical fitness and skin
care. Since 1993, Mr. Shokin has served as the President of North Star Auto
Center, Inc.

      Rafi Ferry was named our Marketing Director on February 1, 2001. From
February 2001 to December 2002, Mr. Ferry also served as the Vice President of
Marketing for Aluminum-Power Inc. From 1996 until 1998, Mr. Ferry was employed
as a Sales Manager at Gestetner (Israel) Ltd. Mr. Ferry holds a Bachelor of
Business Administration from York University.

Section 16(a) Beneficial Ownership Reporting Compliance

      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.


                                       19
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth information concerning the annual and
long-term compensation of the Company's Chief Executive Officer, and the most
highly compensated employees and/or executive officers who served at the end of
the fiscal year ended December 31, 2002, and whose salary and bonus exceeded
$100,000 for the fiscal year ended December 31, 2002, for services rendered in
all capacities to the Company and its subsidiaries during the Company's 2000 and
2001 and 2002 fiscal years. The listed individuals shall be hereinafter referred
to as the "Named Executive Officers."

Summary Compensation Table

<TABLE>
<CAPTION>
                                    Annual Compensation              Long Term Compensation
                                 ----------------------------------------------------------------
                                                                       AWARDS
-------------------------------------------------------------------------------------------------
                                                                     Securities
  Name and Principal                               Other Annual      Underlying       All Other
       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)            --              --

-------------------------------------------------------------------------------------------------
Alexander Gordin            2000     $80,000                              --              --
(Director, President
and Chief Executive         2001    $120,000        $21,600(4)        500,000(5)          --
Officer)
                            2002    $130,000        $21,600(4)                        500,000(5)
-------------------------------------------------------------------------------------------------
</TABLE>

-----------------
(1)   Of the $250,000 that Mr. Birshtein was entitled to receive in each of
      fiscal years 2000 and 2001, $120,000 was paid in each year and $130,000
      was accrued for each year but has not been paid. Of the $250,000 that Mr
      Birshtein was entitled to receive in fiscal year 2002, $170,000 was paid
      and $80,000 was accrued but has not been paid.

(2)   Mr. Birshtein receives a monthly office expense allowance of $1,800.
      totaling $21,600 annually. In addition, in year 2002, Mr. Birshtein was
      entitled to receive a bonus based on our annual Excess Net Pre-Tax Profit
      as defined in his Employment Agreement as set forth in further detail
      within this Item 10. See "Employment Agreements." Such bonus for the year
      2002 was $52,900. which has not, as of this filing, been paid to Mr.
      Birshtein, but has been accrued as compensation due to him.

(3)   On February 28, 2000 we issued to Mr. Birshtein warrants to purchase
      600,000 shares of common stock and simultaneously cancelled warrants
      previously issued to purchase the same


                                       20
<PAGE>

      number of shares, which were exercisable at a purchase price of $11.50 per
      share. The newly issued warrants have a five year exercise period
      beginning on the date of issuance at an exercise price of $0.50 per share.
      The terms of the warrants include an anti-dilution clause for the
      adjustment of the exercise price and number and character of the
      underlying shares, under specific circumstances. Additionally, these
      warrants entitle Mr. Birshtein to "cashless exercise" rights and demand
      and "piggy-back" registration rights with respect to the warrants and the
      underlying shares of common stock. The original warrants issued to Mr.
      Birshtein were in consideration of the significant time an effort expended
      by Mr. Birshtein on our behalf for which he was not previously
      compensated.

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

(5)   In January 2001 we issued to Mr. Gordin options to purchase 500,000 shares
      of our common stock under our 2001 Omnibus Plan, as amended. In September
      2002 we cancelled such options and issued to Mr. Gordin 500,000 shares of
      our common stock in partial compensation of services to be rendered from
      such date through August 2003. Pursuant to a letter agreement entered into
      with Mr. Gordin, such stock is earned at a rate of 41,000 shares per month
      beginning September 2002. Should his employment terminate within the
      twelve-month term of the agreement, any unearned stock will be returned to
      us within ten days of such termination.

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 the year 2002.

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 a 12-month period. During the fiscal year ended December 31, 2002,
three of our Directors received an attendance fee of $2,000.

      As of December 31, 2002, our Board of Directors consisted of Messrs.
Birshtein, Gordin, Solomon, Perchal and Sharma. Mr. Loveland resigned as a
member of the Board on November 19, 2002, prior to the year end, and Mr. Sharma
resigned on January 15, 2003.

      In August 2001 the Board of Directors appointed Mr. Loveland and Mr.
Birshtein as members of the Omnibus Committee to administer the 2001 Omnibus
Plan, as amended. On November 19, 2002 Mr. Loveland resigned from his position
as a member of the Omnibus Committee. At present, the Board of Directors has not
established any other committees.

      o     Mr. Birshtein has served as our Chairman of the Board since January
            1998. He is compensated for such service pursuant to an Employment
            Agreement, which is detailed


                                       21
<PAGE>

            in the following section entitled "Employment Agreements."

      o     Mr. Solomon was appointed as a member of the Board of Directors on
            February 16, 2001 and was elected in August 2001. In 2002, Mr.
            Solomon received $2,000 for his attendance at a meeting of our Board
            of Directors. In addition, for his services, on August 15, 2001, Mr.
            Solomon was granted 100,000 options pursuant to the terms of the
            2001 Omnibus Plan, as amended, with an exercise price of $1.00 per
            share and an expiration date of August 16, 2006. As of December 31,
            2002, none of his options were exercised.

      o     Mr. Loveland was appointed as a member of the Board of Directors on
            February 16, 2001, was elected in August 2001 and resigned from such
            position on November 19, 2002. In 2002 Mr. Loveland received $2,000
            for his attendance at a meeting of our Board of Directors. In
            addition, for his services, on August 15, 2001, Mr. Loveland was
            issued an option to purchase 100,000 shares of the Company's common
            stock with an exercise price of $0.50 per share and an expiration
            date of August 16, 2005. These options were not issued pursuant to
            the terms of the 2001 Omnibus Plan, as amended. As of December 31,
            2002, none of his options were exercised.

      o     Mr. Sharma was appointed as a member of the Board of Directors on
            February 16, 2001, was elected in August 2001 and resigned from such
            position on January 15, 2003. In February 2001, Mr. Sharma entered
            into a Consulting Agreement with the Company and was named as the
            R&D Center Coordinator. Mr. Sharma's Consulting Agreement expired on
            February 1, 2003 and by mutual consent it was not renewed. Pursuant
            to his Consulting Agreement, Mr. Sharma received $48,000 during
            fiscal year 2002 and $44,000 during fiscal year 2001 for his
            services as R&D Center Coordinator. Additionally, for his services,
            Mr. Sharma was granted 250,000 options on August 15, 2001, pursuant
            to the terms of the 2001 Omnibus Plan, as amended, with an exercise
            price of $0.50 per share and an expiration date of August 16, 2006.
            As of December 31, 2002, none of his options were exercised.

      o     Mr. Perchal was appointed as a member of the Board of Directors on
            February 16, 2001 and elected in August 2001. During fiscal year
            2002, Mr. Perchal received $2,000 for his attendance at a meeting of
            the Board of Directors. Mr. Perchal has not received any other
            salary or fees from the Company nor did he receive any options
            pursuant to 2001 Omnibus Plan, as amended, or otherwise.

Employment Agreements

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

      Pursuant to this employment agreement, dated as of February 25, 1999, Mr.
Birshtein has agreed to perform all necessary duties and responsibilities in
connection with his position as our


                                       22
<PAGE>

Chairman of the Board, until December 31, 2003. In consideration of Mr.
Birshtein's services, he was entitled to receive an annual salary for 2002 of
$250,000, such salary to be paid in equal monthly installments. This salary may
be increased (but not decreased) from time to time during the term of the
employment agreement by the Board of Directors.

      We also agreed to pay Mr. Birshtein, in each calendar year during the term
of the employment agreement, an amount equal to ten percent (10%) of the Excess
Net Pre-Tax Profits (as defined below) (the "Bonus"). "Excess Net Pre-Tax
Profits" means the amount in each calendar year that our consolidated net
pre-tax profit in such calendar year exceed the amount of consolidated net
pre-tax profit for the immediately preceding calendar year. Mr. Birshtein is
entitled to receive a Bonus of $52,900 for the year ending December 31, 2002.

      Additionally, we agreed to grant Mr. Birshtein five year common stock
purchase warrants, each of such warrants to provide for the purchase of one (1)
share of our common stock at an exercise price equal to the closing price of our
common stock on the date Mr. Birshtein is entitled to receive such warrants (the
"Incentive Warrants"). Mr. Birshtein shall receive 100,000 Incentive Warrants
for each $1,000,000 of Excess Net Pre-Tax Profits (or a pro-rated lesser number
of Incentive Warrants based upon amounts of Excess Net Pre-Tax Profits which are
less than $1,000,000 increments) in each calendar year during the employment
agreement, up to a maximum of 1,000,000 Incentive Warrants in each such year.
The Incentive Warrants entitle Mr. Birshtein to "cashless exercise" rights and
demand and "piggy-back" registration rights with respect to the Incentive
Warrants and the underlying shares of common stock. Mr. Birshtein was entitled
to receive 52,900 Incentive Warrants for the year ending December 31, 2002, but
has waived his rights to such Incentive Warrants.

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

      On February 28, 2000, we issued Mr. Birshtein 600,000 five-year common
stock purchase warrants in consideration of the significant time and effort
expended by him, on our behalf, for which he was not previously compensated for.
Each warrant provides for the purchase of one (1) share of our common stock at
an exercise price of $0.50 per share. The terms of the warrants include an
anti-dilution clause for the adjustment of the exercise price and number and
character of the underlying shares, under specific circumstances. These warrants
also entitle Mr. Birshtein to "cashless exercise" rights and demand and
"piggy-back" registration rights with respect to the warrants and the underlying
shares of common stock. Simultaneously with the issuance of these warrants, we
canceled warrants previously issued to Mr. Birshtein, for a like number of
shares of our common stock, with an exercise price of $11.50 per share.

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


                                       23
<PAGE>

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

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

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

      As of December 31, 2002, we were in a disagreement with Mr. Shapiro
concerning the validity and effect of an anti-dilution paragraph contained in
his warrant agreement. In part, the paragraph at question provides that Mr.
Shapiro's exercise price, and the number and character of the shares of common
stock underlying Mr. Shapiro's warrants would be adjusted in the event that we
sell or issue shares of common stock or any options exchangeable for, or
convertible into, shares of our common stock at a price per share of our common
stock less than the higher of either the then current market price per share of
common stock or Mr. Shapiro's exercise price. There can be no assurance that
this matter will be resolved on terms acceptable to us nor can there be any
assurance that the resolution of this matter will not result in the adjustment
of the exercise price and number and character of the underlying shares. In the
event that we cannot resolve this matter on terms acceptable to us, and further
that a court of law determines that Mr. Shapiro's position is the correct one,
then upon the full exercise of Mr. Shapiro's warrants, we may be legally bound
and obligated to issue additional shares of common stock to Mr. Shapiro of
approximately 3.25 million shares, which would have an immediate and substantial
dilutive effect on the shares of our common stock outstanding.

      Mr. Shapiro resigned as our President on May 1, 2000 and as Director and
CEO on October 25, 2000, thereupon became Vice President. His Employment
Agreement was terminated by mutual agreement on October 25, 2000. We, however,
agreed to continue paying Mr. Shapiro an annual salary of $120,000 plus an
expense allowance of $1,800 through January 10, 2001, when Mr. Shapiro resigned
from his position as an officer and his salary and benefits were terminated.

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

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


                                       24
<PAGE>

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

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

      On January 28, 2003 Mr. Blessey agreed to the cancellation of 400,000
warrants 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 to increase the authorized number of
shares issuable pursuant to the 2001 Omnibus Plan from 4,000,000 to 10,000,000
shares. This amendment became effective in August of 2001.

Summary of 2001 Omnibus Plan, as amended

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

      The Omnibus Committee administers the 2001 Omnibus Plan, as amended, and
has full discretion and exclusive power to (a) select the directors, officers,
employees, consultants and advisors who will participate in the 2001 Omnibus
Plan, as amended, and grant Awards to such directors, officers, employees,
consultants and advisors, (b) determine the time at which such Awards shall be
granted and any terms and conditions with respect to such Awards as shall not be


                                       25
<PAGE>

inconsistent with the provisions of the 2001 Omnibus Plan, as amended, and (c)
resolve all questions relating to the administration of the 2001 Omnibus Plan,
as amended. Members of the Omnibus Committee receive no additional compensation
for their services in connection with the administration of the 2001 Omnibus
Plan, as amended.

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

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

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

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

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


                                       26
<PAGE>

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.

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

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

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

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

      As of December 31, 2002, of the 10,000,000 shares of our common stock
reserved for


                                       27
<PAGE>

issuance under the 2001 Omnibus Plan, as amended, options to acquire 8,120,000
shares of our common stock were outstanding under the 2001 Omnibus Plan, as
amended.

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, 2002, and our officers and directors, individually and as a group.
Unless otherwise indicated, the beneficial owner has sole voting and investment
power with respect to such shares of common stock.

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

<TABLE>
<CAPTION>
                                                           As of December 31, 2002(1)

                                                 AMOUNT AND NATURE OF
           NAME OF BENEFICIAL OWNER                BENEFICIAL OWNER      PERCENT OF CLASS
           ------------------------                ----------------      ----------------
<S>                                              <C>                          <C>
Boris Birshtein (2)(3)(4)                          96,747,000(2)(3)(4)        85.4%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Aluminum-Power Inc.
87 Scollard Street
Toronto, Ontario M5R 1G4 (2)                       88,000,000(2)              77.7%

Alexander M. Gordin (5)                               500,000(5)                .44%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Gary Shokin (6)                                       500,000(6)                .44%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

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

Michael J. Solomon (8)                                100,000(8)                .09%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019
</TABLE>


                                       28
<PAGE>

<TABLE>
<S>                                                <C>                       <C>
John R. Loveland (9)
1285 Avenue of the Americas, 35th Floor               100,000(9)               .09%
New York, New York 10019

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

Vijay Sharma (11)                                     250,000(11)              .22%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Donald W. Kirk (12)                                   250,000(12)              .22%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

Rafi Ferry (13)                                       504,000(13)              .44%
1285 Avenue of the Americas, 35th Floor
New York, New York, 10019

All Executive Officers and                         98,951,000                87.4%
Directors as a Group (10 persons) (14)
</TABLE>

------------
(1)   Based on a total of 113,269,000 shares of common stock, which includes:
      (i) 101,139,000 shares of common stock issued and outstanding as of
      December 31, 2002; (ii) warrants to purchase 1,460,000 shares of common
      stock (400,000 of which were cancelled in January 2003); (iii) 8,120,000
      options to purchase common stock granted pursuant to the 2001 Omnibus
      Plan, as amended; and, (iv) 2,550,000 options to purchase common stock
      granted outside of the 2001 Omnibus Plan, as amended. Note that the total
      of 113,269,000 shares of common stock does not take into account a
      potential resolution of the Company's disagreement with Mr. Shapiro
      concerning the validity and effect of an anti-dilution paragraph contained
      in his respective warrant agreements, nor the exercise by Mr. Birshtein of
      the anti-dilution provision to his warrant. There can be no assurance that
      this matter will be resolved on terms acceptable to us nor can there be
      any assurance that the resolution of these matters will not result in the
      adjustment of the exercise price and number and character of the
      underlying shares. Should a court of law determine that the position of
      Mr. Shapiro is the correct one, then upon full exercise of their warrants,
      we may be obligated to fulfill the terms of these paragraphs and issue Mr.
      Shapiro additional shares of common stock of approximately 3.25 million
      shares, in the aggregate, which would have an immediate and substantial
      dilutive effect on the shares of our common stock outstanding.

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

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

(4)   Includes 4,237,000 shares of common stock and warrants to purchase 600,000
      shares of


                                       29
<PAGE>

      common stock owned directly by Mr. Birshtein; 3,910,000 owned by Magnum
      Associates, Inc., of which Mr. Birshtein is the sole shareholder; and,
      88,000,000 shares of common stock owned by Aluminum-Power Inc.

(5)   Mr. Gordin currently serves as a Director and as our President and Chief
      Executive Officer.

(6)   Mr. Shokin currently serves as our Vice President and Secretary.

(7)   Mr. Gurfinkel currently serves as our Chief Financial Officer. Mr.
      Gurfinkel is also a member of the executive management team of
      Intercomsoft Limited, our subsidiary.

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

(9)   On February 16, 2001 Mr. Loveland was appointed as a member of the Board
      of Directors. For his services as a Director, Mr. Loveland was granted
      100,000 options outside of the 2001 Omnibus Plan, as amended. Mr. Loveland
      resigned from his position as a Director on November 19, 2002.

(10)  Mr. Perchal is a member of our Board of Directors. Mr. Perchal owns
      approximately a 1% interest in Aluminum-Power Inc., beneficial owner of
      88,000,000 shares of our common stock.

(11)  Mr. Sharma served as a member of the Board of Directors from January 16,
      2001 until his resignation on January 15, 2003. Pursuant to Mr. Sharma's
      Consulting Agreement with the Company (which expired January 31, 2003), in
      2001 Mr. Sharma was granted 250,000 options to purchase common stock
      pursuant to the 2001 Omnibus Plan, as amended, for his services as R&D
      Center Coordinator.

(12)  Mr. Kirk was named as our Chief Scientific Advisor in February of 2001.
      According to the terms of his Consulting Agreement with the Company (which
      expired January 31, 2003), in 2001 Mr. Kirk was granted 250,000 options to
      purchase common stock pursuant to the 2001 Omnibus Plan, as amended.

(13)  Mr. Ferry was named as our Marketing Director in February of 2001. In
      addition to 4,000 shares owned by Mr. Ferry, in 2001 Mr. Ferry was granted
      500,000 options to purchase common stock pursuant to the 2001 Omnibus
      Plan, as amended, according to the terms of his Consulting Agreement with
      the Company (which expired January 31, 2003). Mr. Ferry's wife serves as
      Mr. Birshtein's Executive Assistant. As such, she owns 100 shares of
      common stock and was granted options to purchase 250,000 shares of common
      stock, pursuant to the 2001 Omnibus Plan, as amended. Mr. Ferry disclaims
      beneficial ownership of his wife's shares of common stock and options to
      purchase common stock.

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


                                       30
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

-     At December 31, 2002 there are unpaid cash advances totaling approximately
$208,000 that were made to us in 2001 by Mr. Boris Birshtein, our Chairman of
the Board and indirect owner of a majority of our outstanding shares of common
stock, or by entities effectively owned and controlled by Mr. Birshtein. Of such
amount, Mr. Birshtein personally is owed approximately $120,000 and entities
effectively owned and controlled by him, are owed approximately $88,000. All
cash advances made to the Company are non-interest bearing and due on demand.

-     On July 24, 2001, Eontech R&D, Inc. ("Eontech R&D") was incorporated
under the laws of the State of Delaware for the purpose of conducting research
and development of emerging technologies. The members of the Board of Directors
of Eontech R&D include Alexander Gordin, one of our Directors, our CEO and
President, and Alon Birshtein, the son of Mr. Birshtein, our Chairman of the
Board and indirect owner of a majority of our outstanding shares of common
stock.

      On August 28, 2001, we entered into an agreement with Eontech R&D,
Aluminum-Power Inc., AGGI Limited and Eontech Group Inc. (the "August 28, 2001
Agreement") whereby Eontech R&D is to conduct research on our and Aluminum-Power
Inc.'s aluminum-power fuel cell technology.

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

      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 the above noted agreements, options and obligations of all parties thereto.

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

-     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 Mr. Goodis and The DragonWyck
Corporation have agreed to provide Eontech Group Inc., and its subsidiaries and
affiliates, including us and Aluminum-Power Inc., with certain consulting
services. As partial consideration for such services, we have agreed to grant
options to The DragonWyck Corporation to purchase 200,000 shares of our


                                       31
<PAGE>

common stock, for a period of three years, at an exercise price of $0.50 per
share of common stock.

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

      The Research & Development Agreement provides us with unlimited use of the
R&D Center, unlimited use of all equipment and unlimited use of all employees
located at the R&D Center, for a period of five years, provided that we pay,
proportionately, all costs and expenses associated with the use of the R&D
Center. Under the Research & Development Agreement, for a period of five years,
we are not obligated to pay any amount owed to Aluminum-Power Inc., with the
exception of a monthly fee equal to 1.2% of Aluminum-Power Inc.'s fixed monthly
expenses associated with the R&D Center. The accrued balance of the total amount
owed to Aluminum-Power Inc. is payable on the fifth anniversary of the Research
& Development Agreement, together with interest at a rate of two percent (2%)
per annum. As of December 31, 2002, the Company owed Aluminum-Power Inc.
approximately $119,000.

      Since our acquisition of the aluminum-air fuel cell for use in portable
consumer electronic devices, we have continued to advance research and
development with the goal of commercial exploitation of such technology.
Aluminum-Power Inc, advised us in a letter dated March 31, 2003 that to date it
has spent in excess of $3,000,000 on research and development related to our
aluminum-air fuel cell technology. Aluminum Power Inc. further advised in such
letter that although it has 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, at this time it
has been unable to secure additional funding for the continuation of such
efforts, other than shareholder loans, which has provided the funds noted above.

      Further, Aluminum-Power indicated that over the past two years they have
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 cited a recent report by the Department of Energy dated February
2003 and 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 concurs with Aluminum-Power Inc.'s independent
conclusions.

      Aluminum-Power Inc. further advised that the U.S governments' support of
hydrogen based fuel cells, almost to the exclusion of all others, has cost had a
significant adverse effect on its efforts to secure joint ventures, development
partners and licensing.


                                       32
<PAGE>

      Aluminum-Power Inc. concluded its letter advising that it has elected to
suspend any further research and development efforts of the aluminum-air fuel
cell under the R&D Agreement at this time advising that it does 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 can 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 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 have been suspended, we still
continue to believe in the viability of our technology and have not changed our
opinion as to the potential benefits our technology could make in the field of
alternative power. 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 Mr.
Donald W. Kirk, who was named as our Chief Scientific Advisor, for a two year
term. According to the terms of his Consulting Agreement, Mr. Kirk received
$2,750 per month and was granted 250,000 options to purchase common stock
pursuant to the 2001 Omnibus Plan, as amended, with an exercise price of $0.50
per share and an expiration date of August 15, 2006. On May 31, 2002 such
Consulting Agreement was amended by mutual agreement terminating the monthly
payments due thereunder and providing for payment of services as rendered.
Although Mr. Kirk continues to serve as an unpaid advisor, no services have been
rendered to us by Mr. Kirk since such May 31, 2002 that has required any form of
payment.

-     On February 1, 2001, we entered into a Consulting Agreement with Mr.
Vijay Sharma, who was named our R&D Center Coordinator, for a two year term. Mr.
Sharma was subsequently appointed as a member of the Board of Directors on
February 16, 2001, was elected in August 2001 and served continuously until his
resignation on January 15, 2003. Pursuant to his Consulting Agreement, Mr.
Sharma received $48,000 during fiscal year 2002 and $44,000 during fiscal year
2001 for his services as R&D Center Coordinator. Additionally, for his services,
Mr. Sharma was granted 250,000 options on August 15, 2001, pursuant to the terms
of the 2001 Omnibus Plan, as amended, with an exercise price of $0.50 per share
and an expiration date of August 16, 2006. Mr. Sharma's Consulting Agreement
expired on February 1, 2003 and by mutual agreement it was not renewed. Mr.
Sharma also served as the President of Aluminum-Power Inc., beneficial owner of
88,000,000 shares of our common stock from March 16, 2001 to January 31, 2003.

-     On February 1, 2001, we entered into a Consulting Agreement with Mr.
Rafi Ferry, who was named as our Marketing Director, for a two year term.
Pursuant to the terms of his Consulting Agreement, Mr. Ferry received a monthly
consulting fee of $5,000 per month for his services totaling $60,000 for the
year 2002 and $55,000 for the year 2001. Additionally, in 2001 Mr. Ferry was
granted an option to purchase 500,000 shares of common stock pursuant to the
2001 Omnibus Plan,


                                       33
<PAGE>

as amended. Mr. Ferry's wife serves as Mr. Birshtein's Executive Assistant. She
owns 100 shares of common stock and was granted options to purchase 250,000
shares of common stock, pursuant to the 2001 Omnibus Plan, as amended. Mr. Ferry
disclaims beneficial ownership of his wife's shares of common stock and options
to purchase common stock. Mr. Ferry's Consulting Agreement expired February 1,
2003 and by mutual agreement it was not renewed. However, Mr. Ferry continues to
serve as our Marketing Director on a month-to-month basis at a reduced rate of
$3,500 per month.

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

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

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


                                       34
<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).

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

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

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

       10(iv)         July 6, 2001 Letter Agreement (and Rider)
                      between Eontech Group Inc. and Mr. Jerry
                      Goodis and The DragonWyck Corporation
                      (incorporated by reference to Form 10-KSB


                                       35
<PAGE>

                      filed with the Securities and Exchange
                      Commission for the year ending 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
                      as filed with the Securities and Exchange
                      Commission for the year ending December 31,
                      2001).

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

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

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

         21           Subsidiaries of the Registrant

         23           Consent of Paritz & Company, P.A.

        99.1          Certification Pursuant to 18 U.S.C.
                      Section 1350 as Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act of
                      2002.  CEO Certification.

        99.2          Certification Pursuant to 18 U.S.C.
                      Section 1350 as Adopted Pursuant to
                      Section 906 of the Sarbanes-Oxley Act of
                      2002. CFO Certification.


                                  36
<PAGE>

        99.3          Chief Executive Officer Certification.

        99.4          Chief Financial Officer Certification.

(b)   There were no Reports on Form 8-K filed during the period
      covered by this Report


                                  37
<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, 2003.

TRIMOL GROUP, INC.

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

By:  /s/ Shmuel Gurfinkel
   ---------------------------------
Name:   Shmuel Gurfinkle
Title:  Chief Financial Officer

      In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dated indicated.


By:  /s/ Boris Birshtein                              Date: April 14, 2003
   ------------------------------
Name:   Boris Birshtein
Title:  Chairman of the Board and Director


By:  /s/ Alexander M. Gordin                          Date: April 14, 2003
    -----------------------------
Name    Alexander M. Gordin
Titles: President, Chief Executive Officer,
        and Director


By:  /s/ Michael J. Solomon                           Date: April 14, 2003
   -----------------------------
Name:   Michael J. Solomon
Title:  Director


By:  /s/   Walter J. Perchal                          Date: April 14, 2003
   --------------------------------
Name:    Walter J. Perchal
Title:     Director


                                  38