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, 2000

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

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

Commission file number: 000-26971

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


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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes [ ] No


<PAGE>


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. [ ]

The aggregate market value of the voting common equity held by Non-affiliates of
the registrant is approximately $3,440,426 as of March 31, 2001.

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

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

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares  outstanding of the Registrant's  common stock, as of March
31, 2001 is: 101,189,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

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


<PAGE>


                                TABLE OF CONTENTS

                                     PART I

ITEM 1.   BUSINESS.............................................................1

ITEM 2.   PROPERTIES...........................................................9

ITEM 3.   LEGAL PROCEEDINGS....................................................9

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

                             PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY
          AND RELATED STOCKHOLDER MATTERS.....................................10

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATION..................................11

ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................13

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH
          ACCOUNTANT ON ACCOUNTING FINANCIAL DISCLOSURE.......................14

                            PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..................15

ITEM 10.  EXECUTIVE COMPENSATION..............................................18

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT....................................23

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................24

                             PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K....28

SIGNATURES....................................................................30


<PAGE>


                                     PART I

ITEM 1. BUSINESS

Business Development

GENERAL

     As used herein,  the terms  "Company"  and "Trimol"  refer to Trimol Group,
Inc. (f/k/a Nutronics International,  Inc.), a Delaware corporation,  unless the
context indicates otherwise.

     The Company was  incorporated on May 6, 1953 under the laws of the State of
Delaware.  Since  incorporation,  the Company has undergone several name changes
and has been engaged in several different businesses.  For the three years prior
to January 6, 1998, the Company did not engage in any material operations.

     On January 6, 1998,  a  majority  of the issued and  outstanding  shares of
common stock of the Company were purchased  pursuant to an Agreement and Plan of
Reorganization   ("Reorganization   Agreement")  between  the  Company,   Magnum
Associates,  Ltd., a corporation organized under the laws of Ireland ("Magnum"),
Starbeam Ltd., a corporation  organized  under the laws of Ireland  ("Starbeam")
(Magnum and Starbeam shall hereinafter  sometimes be collectively referred to as
the "Target Stockholders"),  Edward F. Cowle, H. Deworth Williams, and Gold Hill
Mines, Inc., an Idaho corporation.

     Pursuant to the Reorganization  Agreement,  the Company acquired all of the
issued and outstanding capital stock of the Targets (as defined below), from the
Target  Stockholders  in exchange for the issuance of an aggregate of 10,000,000
shares of common  stock,  par value $0.01 per share (the "Common  Stock") of the
Company.  The Reorganization  Agreement was previously filed with the Securities
and Exchange Commission (the "SEC") as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1999.

     In  consideration  of the  issuance of the  Company's  shares to the Target
Stockholders,  the Target Stockholders  transferred to the Company the following
(hereinafter the entities  described below shall be collectively  referred to as
the "Targets"):

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

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


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<PAGE>


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

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

     As  a  result  of  the   Reorganization   Agreement,   the  Targets  became
wholly-owned  subsidiaries  of the Company,  and Magnum and Starbeam  became the
majority stockholders of the Company.

     On May 6, 1998,  the  Company  acquired  all of the issued and  outstanding
shares of capital stock of Intercomsoft Limited ("Intercomsoft") in exchange for
1,000,000  shares  of the  Company's  Common  Stock.  Intercomsoft  is a company
limited by shares  incorporated  under the laws of Ireland.  Intercomsoft is the
provider of proprietary  technology,  equipment and consumables  used to produce
secure essential government documents, such as drivers licenses and passports.

     On June 18,  2000,  the  Company  entered  into a loan  arrangement  with a
controlling  stockholder,  Magnum,  which  is  owned  and  controlled  by  Boris
Birshtein,  the Chairman of the Board of  Directors  and  beneficial  owner of a
majority of the shares of the Company's common stock.

     Magnum loaned Trimol $796,000 (the "Loan"), which was needed by the Company
to fulfill increased  statutory capital  requirements  imposed upon Banca by the
National  Bank of  Moldova.  The  Company's  Board of  Directors  (the  "Board")
accepted  the Loan by  resolution  after it failed to obtain  the money  through
independent  third  parties.  On June 28,  2000,  the  Company  paid  $74,000 of
principal on the Loan, thereby reducing the principal amount owed to $722,000.

     On December 16, 2000,  Magnum  assigned all of its rights,  obligations and
liabilities created under the Loan to Starbeam, a corporation  effectively owned
and controlled by Mr. Birshtein.

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


                                       2
<PAGE>


principal amount of $722,000, being total consideration of $1,938,000.

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

     During the fiscal  years ended  December  31, 1999 and 2000 the Targets and
Intercomsoft  operated in and derived  revenues from the Republic of Moldova,  a
former  Republic  of the  Soviet  Union.  It is the  Company's  belief  that the
economic crisis in Russia,  which caused an economic slowdown in the Republic of
Moldova,  has resulted in less disposable  income to its population and that the
economic  crisis  would  continue to have an adverse  impact on the revenues and
income of the Company and its subsidiaries. In addition, the overall devaluation
of the Leu,  the  currency  of the  Republic  of  Moldova,  continues  to have a
significant and adverse impact on the revenues and income of the Company and its
subsidiaries.

     Faced with the  prospects of continued  financial  weakening as a result of
the economic and political climate of the Republic of Moldova, the Company began
to explore  alternative  opportunities  available  to the  Company and to divest
itself of certain of its assets.  A strategic plan was devised by the Company to
focus in the area of technology in order to enhance growth and achieve long-term
profitability.  As a result,  the Company began discussions with  Aluminum-Power
Inc.  ("Aluminum-Power"),  an alternative energy company which owns and develops
certain proprietary rights to battery technology based on aluminum-air fuel cell
technology.

     On February 16, 2001, the Company  closed (the  "Closing") on a transaction
under a Technology  Acquisition Agreement (the "Acquisition  Agreement") between
the Company and  Aluminum-Power.  The  Acquisition  Agreement is incorporated by
reference to the Company's Definitive  Information  Statement filed with the SEC
on January 24, 2001.

     At the time of the  Closing,  Mr.  Birshtein  was and  continues  to be the
indirect  beneficial owner of a majority of the common stock of both the Company
and Aluminum-Power.

     Pursuant to the Acquisition  Agreement,  upon Closing,  in consideration of
the receipt of the 88,000,000 shares of the Company (the  "Acquisition  Shares")
and  Exchanged  Assets (as defined  below),  Aluminum-Power  transferred  to the
Company the following:

     (a)  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," 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;

     (b)  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


                                       3
<PAGE>


          Internal  Reference Patent  Application  #1167 filed with the Canadian
          Intellectual  Property  Office on  February 7, 2000,  and  titled,  "A
          Metal-Air Battery Having In-Situ  Generatable  Electrolyte,"  suitable
          for consumer portable  electronic  devices,  including two-way radios,
          wireless telephones,  portable audio and video players,  video cameras
          and personal computers.  The objective of this technology is to create
          a battery with a virtually  unlimited  shelf life prior to activation;
          and,

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

     In  addition  to  the  Acquisition  Shares,  the  Company  transferred  the
following assets ("Exchanged Assets") to Aluminum-Power:

     (a)  One  hundred  percent  (100%) of the  membership  interests  of Jolly,
          (hereinafter  referred to as the "Jolly Membership  Interest"),  which
          continued  to  own   sixty-five   percent  (65%)  of  the  issued  and
          outstanding  capital  stock of JAL.  At the time of the  Closing,  JAL
          continued to operate and manage the Jolly Alon Hotel;

     (b)  One hundred  percent  (100%) of the issued and  outstanding  shares of
          Garnier  (hereinafter  referred  to as  the  "Garnier  Stock"),  which
          continued  to  own  one  hundred  percent  (100%)  of the  issued  and
          outstanding  capital stock of Exim. At the Closing,  Exim continued to
          own the property and  casualty  insurance  business in the Republic of
          Moldova;

     (c)  Fifty  percent  (50%) of the issued and  outstanding  shares of Sturge
          (hereinafter  referred to as the "Sturge  Stock"),  which continued to
          own fifty percent (50%) of the issued and outstanding capital stock of
          Banca.

     As a result of the transfer of the Exchanged Assets to Aluminum-Power,  the
Company  divested  itself  of all of  its  interest  in  those  businesses  (the
"Disposition")  and refocused its business on debvelopment  and  exploitation of
the aluminum-air battery technology.


THE BUSINESS OPERATIONS OF THE COMPANY'S ASSETS

Intercomsoft Limited

     Intercomsoft   Limited   ("Intercomsoft")  is  a  provider  of  proprietary
technology,  equipment  and  consumables  (the  "Intercomsoft  System")  used to
produce secure essential government  identification  documents. The Intercomsoft
System is leased from Supercom,  Ltd.  (f/k/a  Supercom  (Israel)  Limited),  an
Israeli corporation,  pursuant to a lease agreement dated August 25, 1995 with a
term of ten (10) years with an automatic ten (10) year extension,  unless either
party submits a written  notification of termination  prior to the expiration of
the initial 10 year term.  All of the materials  required to operate,  maintain,
and repair the Intercomsoft  system are supplied by Supercom,  Ltd.  pursuant to
the lease agreement.


                                       4
<PAGE>


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

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

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

     Intercomsoft  derives all of its revenues and income pursuant to the Supply
Agreement.  If the  Supply  Contract  were  terminated  or the terms  materially
amended,  such change would have a material  adverse impact on Intercomsoft  and
the Company.

     In November  1999,  the Company was  informed  that the Ministry of Economy
Affairs and Reform of the Republic of Moldova was  soliciting  bids to select an
audit  company to review the Supply  Agreement.  The Company  believes  that the
review will involve an assessment of the Supply  Agreement and a comparison with
similar agreements.

     The audit has not begun.  No  assurance  can be given when,  if ever,  such
audit will begin.

     By virtue of the Supply Agreement,  Intercomsoft supplies all of the listed
documents to the Government of Moldova.  Intercomsoft  believes it currently has
no competition for its products in Moldova.


The Discontinued Operations

     The  following   discussion   describes  the  Exchanged  Assets  and  their
respective  businesses  during the fiscal year ended  December 31, 2000.  Please
note  that  following  the  Acquisition   Agreement   between  the  Company  and
Aluminum-Power  on February 16, 2001,  these Exchanged Assets ceased to be owned
by the Company.


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<PAGE>


Banca Commerciala Pe Actiuni "Export-Import" ("Banca")

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

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

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

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

     Banca conducts a variety of commercial banking activities including,  among
other things,  receipt of monetary  deposits,  granting credit,  transactions in
foreign  currency,  financing  international  transactions,   and  investing  in
government  securities.  Banca is,  under  Moldovan  law, an  authorized  dealer
permitted to engage in foreign currency  transactions and is licensed to buy and
sell  Moldovan  Government  securities.  Furthermore,  Banca  accepts funds from
depositors  on a demand  or time  deposit  basis.  Interest  is paid on all time
deposits,  both in  Moldovan  Leu and U.S.  Dollars.  Only  demand  deposits  in
Moldovan Leu made by legal  commercial  entities are  interest  bearing.  Demand
deposits in foreign  currency,  both personal and commercial,  are  non-interest
bearing.  Additionally,  those persons and entities that deposit funds on demand
are charged a fee for withdrawing their funds.

     While owned by the Company,  Banca  operated  under a "B" License issued by
the National Bank of Moldova. The National Bank of Moldova regularly revises the
capital  requirements for Moldovan banks. If Banca had been unable to meet those
capitalization requirements,  it could have lost its "B" license to operate as a
bank in the Republic of Moldova.

     On June 18,  2000,  the  Company  entered  into a loan  arrangement  with a
controlling stockholder, Magnum, which is owned and controlled by Mr. Birshtein.
Magnum loaned the Company  $796,000  (the  "Loan"),  which was needed to fulfill
increased statutory capital requirements imposed upon Banca by the National Bank
of Moldova.  The Company  accepted the Loan after several  failed  attempts were
made to obtain the money through independent third parties.

     Subsequent  to the Loan and in  response  to  risk-based  capital  adequacy
regulations  issued by the National  Bank of Moldova,  Banca was forced to again
increase  its capital,  this time,  in the amount of  $1,216,000  on or prior to
December  31,  2000.  The Company  was  unsuccessful  in its  attempts to secure
financing through independent third parties to meet these capital  requirements.
In order raise the $1,216,000 to meet the increased capital requirements and for
Banca to maintain its


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<PAGE>


"B" license,  the Company  approved the transfer of 100% of the capital stock of
Maximilia  and 50% of the capital  stock of Sturge to  Starbeam in exchange  for
$1,216,000  in cash plus  satisfaction  of the  original  debt in the  principal
amount of $722,000, being total consideration of $1,938,000. The result of these
transactions left the Company with a twenty-five percent (25%) interest in Banca
through its remaining fifty percent (50%) ownership interest in Sturge.

Jolly Alon Hotel (the "Hotel")

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

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

     The  Hotel  carries  Moldova's  designation  as  a  four  star  hotel  with
accommodations  for up to 120 guests in 80 hotel rooms.  The Hotel's rooms range
from single occupancy rooms to suites as follows:  single (forty rooms),  double
(twenty-nine  rooms),  luxury  (three  rooms),  deluxe  (six  rooms)  and suites
(three).  The  Hotel's  rooms  range in price from  $95.00 for a single  room to
$295.00 for a suite with discounts offered for extended residence. Reduced rates
are offered  during the fall and winter  seasons.  All of the Hotel's rooms have
bath and shower facilities, air-conditioning,  satellite delivered color TV, and
direct dial telephones for local and international calls.

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

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

Exim-Asint S.A. (the "Insurance Company")

     The Insurance Company has engaged in the insurance  business since it began
operations in 1995.  The Insurance  Company's  business  consists of issuing and
underwriting  policies  exclusively to policyholders  located in the Republic of
Moldova.  The Insurance  Company has received  government  licenses to issue the
following  types  of  insurance  coverage:   Property  and  Casualty  Liability,
Comprehensive  Liability  Property;  Travelers'  Medical  Insurance;   Voluntary
Transportation


                                       7
<PAGE>


Means Insurance (CASCO); Automobile;  government mandated Third-party Automobile
Liability;  Cargo;  Personal  Accident;  and  Voluntary  Third  Party  Liability
Coverage (Collectively the "Policies").

     The Insurance Company is heavily dependent on personal contacts between the
Insurance Company's agents and independent contractors with the eventual clients
for the marketing of its Policies, which have been accomplished through personal
solicitations,  attendance  at trade  conferences,  newspaper  and  yellow  page
advertisements.

     The  Insurance  Company  sells  Policies  from its main  office  located in
Chisinau  and from an  extension  office  located  at the  Bureau of  Automobile
Registration located in Chisinau.  The Insurance Company also has a sales office
located in the Hotel, which offers premium medical insurance to persons applying
for visas to travel to countries within the European Union.

     The Insurance Company is dependent upon the Moldova economy. If the Moldova
economy continues to suffer from poor economic factors the Company believes that
the people  located in the  Republic  of Moldova  may not be able to continue to
purchase the insurance policies offered by the Insurance Company.

Acquired Assets

     The following discussion briefly describes the technology that was acquired
from  Aluminum-Power  in  exchange  for the  Exchanged  Assets.  Pursuant to the
Acquisition Agreement dated January 11, 2001, the Company received the following
battery technology (collectively, the "Technology"):

     (1)  An exclusive  worldwide  license to make,  use and sell a mechanically
          rechargeable metal-air battery (solely in connection with its use with
          consumer  portable  electronic  devises),  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,"  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;

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

     (3)  The design and know-how to a DC/DC Converter designed and developed by
          Aluminum-Power  as an important part of a full battery  assembly which
          will  enable  the   conversion   of  cell  voltage  of  virtually  any
          aluminum-metal-air-cathode battery to


                                       8
<PAGE>


          the  voltage  required  by  different  consumer  portable   electronic
          devices.

ITEM 2. PROPERTIES

     During the period covered by this Annual Report,  the following  properties
were used or owned by the Company:

     (1) Banca's main office is located at Blvd.  Stefan  Cel/Mare,  6, MD-2001,
     Chisinau, Moldova, occupying approximately 1300 square meters of space in a
     building owned by Banca.  Banca recently acquired an additional  building a
     few doors away from its main  office  located in Chisinau  occupying  1,867
     square meters which it intends to make use of as a client  service  center.
     These properties were conveyed to Aluminum-Power as part of the Acquisition
     Agreement;

     (2) The Hotel,  located at M.  Chibortero  Street,  Chisinau,  Moldova,  is
     situated on  government-owned  land.  The Hotel has a fifty year lease with
     the Republic of Moldova. This property was transferred to Aluminum-Power as
     part of the Acquisition Agreement;

     (3) The Insurance Company leases  approximately 100 square meters of office
     space from Banca pursuant to a 27-year  operating  lease with Banca,  under
     which Banca received  payment in the form of equity shares in the Insurance
     Company,  such shares in the aggregate having been valued at $24,840.  This
     property  was  transferred  to  Aluminum-Power  as part of the  Acquisition
     Agreement; and

     (4) The Company's main office located at 1285 Avenue of the Americas,  35th
     Floor, New York, New York 10019.  Currently,  the Company maintains a month
     to month tenancy with the landlord.

ITEM 3. LEGAL PROCEEDINGS

     During the fiscal year ended December 31, 2000, 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

     Information  required by this item is  incorporated  by reference  from the
Company's Definitive  Information Statement filed with the Commission on January
24, 2001, in connection with the Asset Acquisition Agreement.


                                       9
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  common  stock of the  Company is  currently  traded  through  the NASD
OTC-Bulletin Board under the symbol "TMOL."

     The table below sets forth the range of high and low bids of the  Company's
common stock for each quarter  over the last two calendar  years ended  December
31, 2000 and 1999. The prices in the table reflect inter-dealer prices,  without
retail markup, markdown or commission and may not represent actual transactions.



        Calender Year        Quarter            High              Low
        -------------        -------           ------           -------

            1999              First            $11.00           $10.00

                             Second            $11.60           $10.00

                              Third            $10.20            $5.00

                             Fourth            $8.43             $1.85


            2000              First            $3.00             $1.00

                             Second            $1.75             $1.00

                              Third            $1.80             $.43

                             Fourth            $1.70             $.60

     As of March 31, 2001, there were approximately 405 holders of record of the
Company's common stock.

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


                                       10
<PAGE>


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

PLAN OF OPERATION

General

     During the fiscal year ended  December 31, 2000,  the Company,  through its
wholly-owned  subsidiaries,  owned 65% of the issued and  outstanding  shares of
capital stock of the Hotel; 100% of the issued and outstanding shares of capital
stock of Banca;  100% of the issued and  outstanding  shares of capital stock of
Exim;  and  100% of the  issued  and  outstanding  shares  of  capital  stock of
Intercomsoft.  The Company's  subsidiaries  operated in the Republic of Moldova,
and the currency in which the Company's  subsidiaries  transacted  most of their
operations was the Moldovan Leu. The Company believes that its subsidiaries were
negatively  effected  by the  current  economic  situation  in the  Republic  of
Moldova.

     During this time  period the  Company  focused on  operating  its  existing
subsidiaries while simultaneously seeking potential acquisition candidates.

     In December 2000, the Company transferred one hundred percent (100%) of the
issued and outstanding capital stock of Maximilia and fifty percent (50%) of the
issued and outstanding  capital stock of Sturge, to Starbeam in exchange for the
$1,216,000  capital  infusion  and in  further  satisfaction  of a  loan  in the
principal  amount of $722,000.  At the time of this  transaction,  Maximilia and
Sturge were the only stockholders of Banca. Thus,  following the transaction the
Company  held  indirectly  a 25%  interest  in  Banca  and was  relieved  of its
outstanding liability of $722,000.

Discontinued Operations

     Pursuant to the Asset Acquisition Agreement dated January 11, 2001, between
the Company and Aluminum-Power,  Inc., a corporation controlled by the Company's
Chairman of the Board of Directors, the Company divested itself of its interests
in Banca, Exim and the Hotel (the "Exchanged  Assets").  In consideration of the
transfer of the  Exchanged  Assets,  Aluminum-Power  transferred  to the Company
certain  rights  and  interests  in  battery  technology,  which are more  fully
described in Item 1 above.

RESULTS OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
the Company's financial statements and notes thereto appearing elsewhere in this
report.

General

     During the fiscal year ended December 31, 2000, the Company's  subsidiaries
consisting  of the  Discontinued  Operations  and  Intercomsoft  operated in the
Republic  of  Moldova.  The  currency  in  which  the  Discontinued   Operations
transacted most of their operations was the Moldovan Leu.


                                       11
<PAGE>


     As the  Company's  subsidiary,  Intercomsoft,  continues  to operate in and
derive its  revenues  from the  Republic of Moldova,  the current  (and  future)
economic  situation,  and  the  political  uncertainty  and  instability  in the
Republic of Moldova and in Russia  could have a material  adverse  effect on the
Company.

COMPARISON OF YEAR END 2000 TO YEAR END 1999 FOR THE CONTINUED OPERATIONS

     The Company derives its revenues from  Intercomsoft.  Intercomsoft  derives
its  revenues  from being the  exclusive  supplier  of  proprietary  technology,
equipment  and  consumables  required  to produce  secure  essential  government
documents (e.g.  passports,  drivers' licenses,  etc.), to the Government of the
Republic  of Moldova  pursuant  to the Supply  Agreement  with the  Republic  of
Moldova.

     During  2000,  the Company  had  revenues of  approximately  $2,854,000  as
compared to $2,837,000 in 1999. During 2000, Intercomsoft's cost of revenues was
approximately $955,000 or 33% as compared to approximately  $1,031,000 or 36% in
1999.  This  resulted  in  gross  profits  for   Intercomsoft  of  approximately
$1,899,000 and $1,806,000 for 2000 and 1999 respectively.

     Selling,  general and  administrative  expenses  in 2000 was  approximately
$2,567,000  as compared to  approximately  $2,092,000 in 1999.  The  significant
increase in selling,  general and  administrative  expenses  was the result of a
number of  marketing  agreements  that were  entered  into during the year ended
December  2000,  which were entered  into in an effort to expand  Intercomsoft's
operations into other European markets.  The Company had net interest expense of
$16,000 in 2000 as compared to net interest expense of $112,000 in 1999.

     The Company had a net loss from  operations  of  approximately  $684,000 in
2000 as compared to a net loss of approximately $398,000 for 1999.

     The  Company   derives  all  of  its  revenues   and  income   pursuant  to
Intercomsoft's  Supply Contract. 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 the Company.

     The Company  believes that the economic  crisis in Russia,  which caused an
economic  slowdown  in the  Republic of Moldova,  resulting  in less  disposable
income to the  Moldovan  population,  had an adverse  impact on the revenues and
income of  Intercomsoft  and,  therefore,  of the  Company.  Such  slowdown  may
continue to have such  adverse  impact.  In  addition,  the  Moldovan  Leu,  the
currency of the  Republic of Moldova,  has  undergone  significant  devaluation,
which has also had a significant and adverse impact on the revenue and income of
the  Company.  Additional  devaluation  of the  currency may continue to have an
adverse impact on Intercomsoft and, therefore, on the Company.

RESULTS OF DISCONTINUED OPERATIONS

     The  sale of  Banca,  Exim,  and  the  Hotel  have  been  accounted  for as
discontinued


                                       12
<PAGE>


operations and,  accordingly,  their operations are segregated in the statements
of  operations  included  elsewhere  in this Annual  Report.  Revenues  from the
Discontinued  Operations were  approximately  $5,103,000 for 2000 as compared to
approximately  $5,100,000  in 1999.  Revenues  were  offset by  expenses in 2000
approximately $4,942,000 resulting in a profit in 2000 of approximately $161,000
as compared to expenses in 1999 of approximately  $4,791,000 which resulted in a
profit of approximately $309,000 for 1999.

     Increased  expenses for the Hotel  resulting from  renovation  costs in the
year 2000 had the most  significant  impact  on the  difference  in  profit  for
Discontinued Operations between 2000 and 1999.

Liquidity & Capital Resources

     The Company believes that following its disposition of Banca,  Exim and the
Hotel,  its existing source of liquidity and its current revenues and cash flow,
will be adequate to sustain  its current  operations  and to satisfy its current
working capital and capital  expenditure  requirements  for the next twelve (12)
months.

     As a result of the  disposition  of the  subsidiaries,  the Company will no
longer derive revenues or incur expenses from the operations of Banca,  Exim and
the Hotel.

     Although no assurances can be made, the Company  believes that its expenses
will increase  during the fiscal year ending December 31, 2001, due to its plans
to continue to develop, market, and produce the battery technology.  The Company
further  believes that the battery  technology  will begin  generating  revenues
during the fiscal year ending December 31, 2002.

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 AND SUPPLEMENTARY DATA

     The  consolidated  financial  statements of the Company for the years ended
December  31, 2000 and 1999 have been  examined to the extent  indicated  in the
report provided by the independent  accountants,  Paritz & Company, PA. Paritz &
Company,  PA has  confirmed  to the  Company  that  the  consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles and with Regulation S-X promulgated by the SEC.


                                       13
<PAGE>


     TRIMOL GROUP, INC.

     CONSOLIDATED FINANCIAL STATEMENTS
     AS OF DECEMBER 31,  2000 AND 1999


<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, 2000 and the related
consolidated statements of operations,  changes in shareholders' equity and cash
flows for the years ended December 31, 2000 and 1999. These financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2000 and the results of its  operations  and cash flows for each of
the two  years in the  period  ended  December  31,  2000,  in  conformity  with
generally accepted accounting principles in the United States.


                                            PARITZ & COMPANY, P.A.
                                            Hackensack, New Jersey
                                            Date:  March 22, 2001


<PAGE>





TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET
YEAR ENDED DECEMBER 31, 2000

--------------------------------------------------------------------------------
                                                    (In Thousands of US Dollars)

ASSETS

Cash                                                                        107
Accounts receivable                                                         136
Net assets from discontinued operations                                   3,981
                                                                         ------

TOTAL ASSETS                                                              4,224
                                                                         ======

LIABILITIES

Current liabilities:
Accounts payable                                                            465
Accrued expenses                                                            622
Provision for loss of discontinued operations                             3,981
                                                                         ------

TOTAL LIABILITIES                                                         5,068

SHAREHOLDERS' DEFICIENCY                                                   (844)
                                                                         ------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                            4,224
================================================================================

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, 2000        December 31, 1999
------------------------------------------------------------------------------------------
                                                    (In Thousands of US Dollars, except
                                                    share and per share data)

<S>                                                   <C>                      <C>
REVENUES                                                   2,854                    2,837
                                               ==========================================

OPERATING EXPENSES
Cost of revenues                                             955                    1,031
Other operating expenses                                   2,567                    2,092
Interest expense, net of interest income                      16                      112
                                               ------------------------------------------
TOTAL OPERATING EXPENSES                                   3,538                    3,235
                                               ==========================================

LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES                                         (684)                    (398)

Income from discontinued operations,
   net of taxes                                              161                      309
                                               ------------------------------------------

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

NET LOSS                                                  (8,481)                     (89)
                                               ==========================================

Net income (loss) per share (basic and diluted)             (.70)                    .007
                                               ------------------------------------------

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                    12,039,000               12,034,485
==========================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.


                                      F-3
<PAGE>

TRIMOL GROUP, INC.

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          ACCUMULATED
                                                              ADDITIONAL    RETAINED                         OTHER
                                                  COMMON       PAID-IN      EARNINGS       DEFERRED      COMPREHENSIVE
                                                  STOCK        CAPITAL      (DEFICIT)    COMPENSATION    INCOME (LOSS)      TOTAL

<S>                                                 <C>         <C>          <C>             <C>            <C>            <C>
BALANCE - JANUARY 1, 1999                           120         6,018         1,428                                         7,566

Net loss                                                                        (89)                                          (89)

Foreign currency translation adjustment                                                                     (2,413)        (2,413)
                                                                                                                          -------
     TOTAL COMPREHENSIVE LOSS                                                                                              (2,502)

Issuance of common stock                                          160                                                         160

Deferred compensation                                                                          (27)                           (27)
                                                  -------------------------------------------------------------------------------

BALANCE - DECEMBER 31, 1999                         120         6,178         1,339            (27)         (2,413)         5,197

Net loss                                                                     (8,481)                                       (8,481)

Foreign currency translation adjustment                                                                       (253)          (253)

Reversal of foreign currency translation
adjustment of subsidiaries disposed of                                                                       2,666          2,666
                                                                                                                          -------
      TOTAL COMPREHENSIVE LOSS                                                                                             (6,068)

Deferred compensation                                                                           27                             27
                                                  -------------------------------------------------------------------------------
BALANCE - DECEMBER 31, 2000                         120         6,178        (7,142)             0               0           (844)
                                                  ===============================================================================
=================================================================================================================================
</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, 2000      December 31, 1999
--------------------------------------------------------------------------------------------------------------
                                                                           (In Thousands of US Dollars)
<S>                                                                            <C>                      <C>
CASH FLOW FROM OPERATING ACTIVITIES
Loss from continuing operations                                                  (684)                   (431)
Income from discontinued operations                                               161                     342
Loss from disposal of discontinued operations                                  (7,958)                     --
                                                                      ---------------------------------------
NET LOSS                                                                       (8,481)                    (89)

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

Provision for loss of discontinued operations                                   3,981                      --
Foreign currency translation adjustment charged
     to statement of operations                                                 2,666                      --
Stock based compensation                                                           27                     133

CHANGES IN ASSETS AND LIABILITIES
Accounts receivable                                                                76                     (52)
Prepaid expenses and sundry current assets                                        126                      (9)
Accounts payable                                                                  (18)                    105
Accrued expenses                                                                  329                      (9)
Net assets from discontinued operations                                         1,078                    (120)
                                                                      ---------------------------------------

NET CASH USED IN OPERATING ACTIVITIES                                            (216)                    (41)
                                                                      ---------------------------------------

CASH FLOW FROM FINANCING ACTIVITIES
Repayment of loan to related party                                             (1,126)                     --
                                                                      ---------------------------------------

NET CASH USED IN FINANCING ACTIVITIES                                          (1,126)                     --
                                                                      ---------------------------------------

DECREASE IN CASH                                                               (1,342)                    (41)

CASH - BEGINNING OF YEAR                                                        1,449                   1,490
                                                                      ---------------------------------------

CASH - END OF YEAR                                                                107                   1,449
                                                                      =======================================


Supplemental disclosures of cash flow information:
Interest paid                                                                     202                      --
                                                                      =======================================
Income taxes paid                                                                  --                      --
                                                                      =======================================
</TABLE>

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

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




                                      F-5
<PAGE>

TRIMOL GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - NATURE OF BUSINESS AND ORGANIZATION

The accompanying  financial  statements of Trimol Group,  Inc. (the "Company" or
"Trimol") have been prepared in accordance  with generally  accepted  accounting
principles in the United States of America.

Prior to  January 6,  1998,  the  Company  had not  engaged  in any  significant
business  operations for at least the three previous  years. On January 6, 1998,
the Company  directly or  indirectly  acquired the capital stock of an insurance
company, Exim Asint S.A. (the "Insurance Company"),  a bank, Banca Comerciala pe
Actiuni  "Export-Import"  (the  "Bank") and 65% of the shares of a hotel,  Jolly
Alon Limited (the "Hotel"). In addition, on May 6, 1998 the Company acquired the
capital  stock  of  a  document   processing   company,   Intercomsoft   Limited
("Intercomsoft").  All of the  acquired  companies  operate in the  republic  of
Moldova ("Moldova").

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   CONTINUING AND DISCONTINUED OPERATIONS

     Principles of consolidation

     The consolidated  financial  statements of the Company include the accounts
     of the Company and its operating subsidiaries and their holding companies.

     Intercompany balances have been eliminated in the 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.

     Income taxes

     Pursuant to SFAS No.  109,  "Accounting  for Income  Taxes",  deferred  tax
     assets or  liabilities  are  recognized  for the  future  tax  consequences
     attributable to differences  between the accounting basis and the tax basis
     of  the  Company's  assets  and   liabilities.   Deferred  tax  assets  and
     liabilities  are  measured  using  enacted  tax rates  expected to apply to
     taxable  income  in the  years in which  those  temporary  differences  are
     expected to be realized or settled.  The  Company's  deferred  tax asset is
     reviewed  periodically  and  adjustments  to such assets are  recognized as
     deferred  income tax  expense or benefit  based on  management's  judgments
     relating to the realizability of such asset. 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.



                                      F-6
<PAGE>

     Income per share

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

     Comprehensive income

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

     Fair value of financial instruments

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


B.   DISCONTINUED OPERATIONS (SEE NOTE 4)

     Foreign currency translation

     The Company has determined that effective  January 1, 1999 the Moldovan Leu
     ("MDL") is the functional currency. Accordingly, the assets and liabilities
     denominated  in foreign  currency are translated  into U.S.  Dollars at the
     current rate of exchange  existing at period-end  and revenues and expenses
     are  translated at average  monthly  exchange  rates.  Related  translation
     adjustments are reported as a separate  component of shareholders'  equity,
     whereas,  gains or losses resulting from foreign currency  transactions are
     included in results of operations.

     Cash and cash equivalents

     Cash and cash  equivalents  are defined as cash on hand,  cash items in the
     process of  collection  and  amounts due from  correspondent  banks and the
     National  Bank of  Moldova.  With  respect  to the Hotel and the Bank,  the
     Company regards all its liquid  investments,  whose maturity as of the date
     of the  investment is less than three  months,  as cash  equivalents.  With
     respect to the Insurance  Company,  cash equivalents  consist of short term
     highly liquid  investments  that are both (a) readily  convertible to known
     amounts  of  cash  and  (b) so  near  to  maturity  that  they  present  an
     insignificant risk of changes in value due to changing interest rates.

     Securities

     Investments in fixed maturity and equity securities are accounted for under
     the provisions of Statement of Financial  Accounting  Standards  (SFAS) No.
     115,  "Accounting for Certain  Investments in Debt and Equity  Securities".
     SFAS No. 115 requires management to classify its investment  portfolio into
     three categories:  (i) held to maturity, (ii) available for sale, and (iii)
     trading  securities.  SFAS No. 115 requires unrealized gains and losses for
     trading  securities to be included in net income while unrealized gains and
     losses for  securities  available for sale are to be reported as a separate
     component   of   shareholders'   equity,   net  of  related   income   tax.
     Held-to-maturity  securities are recorded at their amortized cost. Declines
     in the fair value of  individual  held-to-maturity  securities  below their
     cost that are other than  temporary  have  resulted in  write-downs  of the
     individual  securities  to their fair value.  The related  write-downs  are
     included in earnings as realized losses.

     All investments in securities are classified as held-to-maturity, since the
     Company has the intent and ability to hold the securities to maturity.


                                      F-7
<PAGE>

     Loans

     Loans are stated at the principal amount  outstanding,  net of any unearned
     income.

     Loans are  considered  impaired  and are placed on  nonaccrual  status when
     collection of all or a portion of principal or interest in accordance  with
     contractual terms, is in doubt. Interest on nonaccrual loans is credited to
     principal or recognized as income on a cash basis.

     The allowance for possible loan losses is  established  through  provisions
     for  possible  loan  losses  charged  against  income.  Loans  deemed to be
     uncollectible  are charged  against the allowance for possible loan losses,
     and subsequent recoveries, if any, are credited to the allowance.

     Property, plant and equipment

     Buildings,  equipment and  improvements are stated at cost less accumulated
     depreciation  computed on a straight-line  basis over the estimated  useful
     lives.

     Property  received in full satisfaction of loans is valued at the lesser of
     the fair market value of the property received or the carrying value of the
     loan.

     Recognition of premium revenue

     Property,  liability  and assumed  premiums  are  generally  recognized  as
     revenue  on a pro rata  basis  over the  policy  term.  The  portion of the
     premiums  that will be earned in the future is  deferred  and  reported  as
     unearned premiums.

     Reinsurance

     Reinsurance is accounted for depending on whether the "reinsurance risk" is
     received or  transferred.  In the normal course of business,  the Insurance
     Company seeks to reduce the loss that may arise from  catastrophes or other
     events that cause unfavorable  underwriting  results by reinsuring  certain
     levels  of  risk  in  various  areas  of  exposure  with  other   insurance
     enterprises or reinsurers.

     Deferred policy acquisition costs

     Commissions  and other costs of acquiring  insurance that vary with and are
     primarily  related  to the  production  of new and  renewal  business,  are
     deferred  and  amortized  over the  terms of the  policies  or  reinsurance
     treaties to which they relate.

     Losses and loss adjustment reserve

     The liability for losses and loss  adjustment  expenses  includes an amount
     determined for losses incurred but not yet reported, which is the Insurance
     Company's best estimate and is based on the instructions  prescribed by the
     insurance supervisor of Moldova and the regulations thereunder. In terms of
     these regulations,  the Insurance Company is required to maintain a reserve
     at specific rates of net premiums earned. These required reserves are based
     on  estimates  and market  experience  as a whole and are intended to cover
     future claims lodged with the Insurance  Company.  In addition,  individual
     claims known but not paid are provided for.

     Management believes that the loss and loss adjustment reserves  established
     for  unpaid  claims  are  adequate.  While  management  utilizes  available
     information  on unpaid claims to establish  these  reserves,  unanticipated
     changes may occur.

NOTE 3 - RISKS AND UNCERTAINTIES

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

     (a) The Moldovan Ministry of Economics  ("Ministry") is Intercomsoft's only
customer.  In


                                      F-8
<PAGE>

November  1999,  the Company  learned that the  Ministry of Economy  Affairs and
Reform of the Republic of Moldova was soliciting bids to select an audit company
to review the contract  between  Intercomsoft and the Government of the Republic
of Moldova ("GRM"),  pursuant to which  Intercomsoft is granted the right to act
as the exclusive supplier of the technology required to produce secure essential
documents  to GRM.  The  Company  believes  that the  review  will  involve  the
assessment of such  contract  comparing it with  international  norms for prices
charged for the services  performed.  No assurances  can be given when, if ever,
such a review shall begin or the results  therefrom.  A loss,  or a  substantial
change in the terms of such contract  could,  however,  have a material  adverse
effect on Intercomsoft and the Company

     Intercomsoft  operates in Moldova,  a former  Republic of the Soviet Union,
and is heavily  dependent  on Russia and on a number of former  Republics of the
Soviet  Union.  Accordingly,  the current  political  and economic  situation in
Moldova,  Russia  and the  former  Republics  of the  Soviet  Union  which  have
historically   been   unstable,   could  have  a  material   adverse  effect  on
Intercomsoft.  Political  uncertainty and instability in Moldova may also play a
roll in the future revenue and income of Intercomsoft.

     (b) After the transactions referred to in Note 4 are completed, Trimol will
have exchanged a substantial part of its assets for certain technology. As such,
the  Company's  success  will be  largely  dependent  upon  the  success  of the
technology  acquired.  There are no assurances that the United States Patent and
Trademark Office will afford such technology  patent protection and there can be
no  assurances  that  such  technology  will be  marketable  and/or  profitable.
Additionally,  the Company believes that in order to support its plan to develop
and market this  technology,  it will be necessary to seek  additional  capital.
There  can be no  assurance  that  additional  financing  will be  available  on
commercially  reasonable terms or at all. If adequate funds are not available or
are not  available on acceptable  terms,  the Company may not be able to further
develop and market the  technology,  as well as fund the operation and expansion
of the business. Such inability to obtain additional financing when needed would
have a negative effect on the business of the Company.  If additional  funds are
raised  through  the  issuance of equity or  convertible  debt  securities,  the
percentage  ownership of the  existing  shareholders  will be reduced,  and such
securities may have rights,  preferences  and privileges  senior to those of the
existing shares of Common Stock.

NOTE 4 - DISCONTINUED OPERATIONS AND SUBSEQUENT ACQUISITION

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

In December 2000, the Board of Directors of the Company authorized management to
enter into a transaction  with a company  owned and  controlled by the principal
shareholder of the Company,  pursuant to which it would sell or transfer its (i)
100% of the  issued  and  outstanding  shares  of the  Insurance  Company,  (ii)
indirect 65% ownership in the Hotel,  (iii) remaining 25% indirect  ownership of
the Bank, and (iv) 88,000,000 shares of previously  unissued common stock of the
Company in exchange for certain technology and intangible assets including,  but
not limited to,  patent and  proprietary  rights  relating to consumer  portable
electronic devices. This transaction closed on February 16, 2001.

The operating results of the Bank, the Insurance Company and the Hotel have been
segregated  from  continuing  operations and reported as a separate line item on
the  Consolidated  Statement of Operations  for the year ended December 31, 2000
under the caption "loss from discontinued operations".  Accordingly, the Company
has restated its prior financial  statements to present the operating results of
these companies as a discontinued operation.


                                      F-9
<PAGE>

The assets and liabilities of the  discontinued  operations are reflected as net
current assets in the  accompanying  consolidated  balance sheet at December 31,
2000 and are summarized as follows:

<TABLE>
<CAPTION>
<S>                                                                                       <C>
                  ASSETS:

                     Cash                                                                      189
                     Held to maturity securities                                                37
                     Reinsurance recoverable                                                   218
                     Property, plant and equipment                                           3,911
                     Other assets                                                              489
                     Investment at equity                                                    1,078
                                                                                        -----------

                  TOTAL ASSETS                                                               5,922
                                                                                        -----------

                  LIABILITIES


                     Insurance policy and claim reserves                                       362
                     Other liabilities                                                          88
                     Minority interest                                                       1,491
                                                                                        -----------

                  TOTAL LIABILITIES                                                          1,941
                                                                                        -----------

                  NET ASSETS                                                                 3,981
                                                                                        ===========

<CAPTION>

Details of the balance sheet accounts as of December 21, 2000 included above are
summarized as follows:

<S>                                                                                       <C>
Reinsurance recoverable

Provision for unearned premiums                                                              61
Losses and loss adjustment reserves                                                         157
                                                                                       ---------
                                                                                            218
                                                                                       =========


Property, plant and equipment
                                                             Estimated Useful Life

Buildings                                                            40 years             3,650
Vehicles, machinery and improvements                                  5 years             1,236
Furniture and equipment                                              10 years               705
                                                                                      ----------
                                                                                          5,591
Less: Accumulated depreciation and
amortization                                                                              1,680
                                                                                      ----------
                                                                                          3,911
                                                                                      ==========

Insurance policy and claim reserves

Losses and loss adjustment reserves                                                         278
Provision for unearned premiums                                                              84
                                                                                      ----------
                                                                                            362
                                                                                      ==========
</TABLE>


                                      F-10
<PAGE>

Minority interest

The minority interest comprises the 35% interest of the Government of Moldova in
the Hotel.

NOTE 5 - BUSINESS SEGMENT INFORMATION

As a  result  of the  transaction  described  in Note  4,  the  Company  has one
remaining  operating  segment,   Intercomsoft,   which  supplies  equipment  and
auxiliary   materials   intended  for  production  of   computerized   documents
(passports, drivers' licenses, car licenses and ID cards), and the software that
is necessary for the operation of this equipment (see Note 3).

NOTE 6 - SHAREHOLDERS' EQUITY

(a)  Details of the Company's  common stock and preferred  stock at December 31,
     2000 are as follows:

    ---------------------------------------------------------------------------
                                        Preferred Stock           Common Stock
    ---------------------------------------------------------------------------
    Par value per share                           $1.00                  $0.01
    Shares authorized                            10,000             30,000,000
    Shares issued and outstanding                  --               12,039,000


(b)  The  Company has an  employment  agreement  with its  Chairman of the Board
     ("Chairman")  which  expires  January 1, 2004 and  provides for base annual
     compensation of $120,000  subject to increase to $250,000 in the event that
     the Company  consummates an acquisition of a business with pre-tax  profits
     of $3,000,000 or more in such year. In addition,  the Employment  Agreement
     provides  that for every  $1,000,000  of the  Company's  excess net pre-tax
     profits, as defined,  generated by the Company in the determining year, the
     Chairman will receive incentive warrants ("Incentive Warrants") to purchase
     an aggregate of 100,000  shares of the Company's  common stock (the "Common
     Stock") up to a maximum of 1,000,000  shares of Common Stock per year at an
     exercise  price  equal to the  closing  price of Common  Stock on the issue
     date. As of December 31, 2000, no Incentive Warrants were outstanding.

(c)  On  February  28, 2000 the Company  issued  warrants to purchase  1,400,000
     shares  of its  Common  Stock  ("the  Warrants")  to three  employees.  The
     Warrants may be exercised  for a period of five years at an exercise  price
     of $.50 per share.

     During  1999,  the  Company  granted  five year  warrants to purchase up to
     60,000  shares of the  Company's  Common  Stock,  30,000 of which are at an
     exercise  price of $11.50 per share and 30,000 of which are at an  exercise
     price of $.75 per share,  to certain  members of the firmer Audit Committee
     of the Company's Board of Directors.

(d)  In March 1999, the Company entered into a consulting  agreement pursuant to
     which the Company  issued 16,000 of its  restricted  shares of Common Stock
     valued at $10 per share in  consideration  of the  services to be performed
     under such consulting agreement. Such shares of Common Stock are restricted
     under the meaning of Securities and Exchange Commission Rule 144.

(e)  On February 14, 2001, the Company amended its Articles of  Incorporation to
     increase  its  authorized  shares  of  Common  Stock  from  thirty  million
     (30,000,000) to one hundred thirty million (130,000,000) shares.

(f)  The Board of  Directors  and the  holders  of a majority  of the  Company's
     Common Stock have authorized


                                      F-11
<PAGE>

     the  adoption  of 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 plan shall not exceed  4,000,000  shares of Common Stock;
     provided,  however,  that such number of shares of Common Stock may also be
     subject to adjustment, from time to time, at the discretion of the Board of
     Directors of the Company.

     As of March 31, 2001, 1,150,000 options were granted under the 2001 Omnibus
     Plan.

Note 7 - Income tax

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                      December 31, 2000          December 31, 1999
---------------------------------------------------------------------------------------------------------
                                                               (In Thousands of US Dollars)
<S>                                                         <C>                         <C>
Income tax benefit at statutory rate of 34%                  (233)                      (135)
Net operating loss not utilized                               233                        135
                                                  -------------------------------------------------------
                                                             --                         --
                                                  =======================================================
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                  December 31, 2000         December 31, 1999
---------------------------------------------------------------------------------------------------------
                                                               (In Thousands of US Dollars)
<S>                                                         <C>                         <C>
Deferred tax assets:
  Net operating loss carryforward                             298                         65
  Capital loss carryforward                                 2,706                       --
                                                  -------------------------------------------------------
                                                            3,004                         65
Valuation allowance (See Note 2A)                           3,004                         65
                                                  -------------------------------------------------------
                                                             --                         --
                                                  =======================================================
</TABLE>



NOTE 8 - RELATED PARTY TRANSACTIONS

See Note 4 regarding  significant  transactions  with the Company's  controlling
shareholder.

The Company's discontinued  operations transacted business at times with related
parties while  conducting its commercial  activities.  The Company believes such
transactions are on substantially the same terms as those prevailing at the time
for comparable transactions with unrelated parties.

Pursuant to a resolution of the Company's  Board of Directors on March 31, 2000,
the Company  approved  payment of a liability to a company owned by the majority
stockholder of $1,162,000  plus interest of $202,000 from January 6, 1998 to the
date of payment  (April 5, 2000).  Prior to this  resolution,  the liability had
been deemed non-interest bearing.

During 1999, the Bank loaned $500,000 to a corporation whose beneficial owner is
the Chairman of the Board of the Company.  As a result of non-payment,  the Bank
foreclosed on the building which was held as collateral.


                                      F-12
<PAGE>

NOTE 9 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business,  the Company is party to financial instruments
with off-balance sheet risk, including  commitments to purchase foreign exchange
contracts,  guarantees,  letters of credit,  and unutilized credit lines.  These
instruments  involve,  to varying degrees,  elements of credit and interest rate
risk in excess of the amount recognized in the consolidated  balance sheets. The
Company  uses the same credit  policies in making  commitments  and  conditional
obligations as it does for on-balance sheet instruments.

NOTE 10 - COMMITMENTS

Intecomsoft  has 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 the 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, Intercomsoft is obligated to pay 25% of its profits, as defined.





                                      F-13
<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

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




                                       14
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers of the Company

     The names of and other information about the Company's  executive  officers
and directors as of March 31, 2001, are set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                            CURRENT
               NAME                        AGE          DIRECTOR OR OFFICER SINCE          POSITION
----------------------------------- ------------------- -------------------------- --------------------------
<S>                                         <C>                   <C>              <C>
Boris Birshtein                             53                    1998             Chairman of the Board of
                                                                                   Directors
----------------------------------- ------------------- -------------------------- --------------------------
Alexander Gordin                            37                    2000             Director, President and
                                                                                   Chief Executive Officer
----------------------------------- ------------------- -------------------------- --------------------------
Michael J. Solomon (1)                      63                    2001             Director
----------------------------------- ------------------- -------------------------- --------------------------
John R. Loveland (1)                        64                    2001             Director
----------------------------------- ------------------- -------------------------- --------------------------
Kerry Moody (1)                             45                    2001             Director
----------------------------------- ------------------- -------------------------- --------------------------
Walter J. Perchal (1)                       49                    2001             Director
----------------------------------- ------------------- -------------------------- --------------------------
Vijay Sharma (1)                            31                    2001             Director
----------------------------------- ------------------- -------------------------- --------------------------
Shmuel Gurfinkel (2)                        54                    1998             Chief Financial Officer
----------------------------------- ------------------- -------------------------- --------------------------
Gary Shokin (3)                             40                    2000             Vice President and
                                                                                   Secretary
----------------------------------- ------------------- -------------------------- --------------------------
Donald W. Kirk (4)                          51                    2001             Chief Scientific Officer
----------------------------------- ------------------- -------------------------- --------------------------
Rafael Ferry (4)                            30                    2001             Vice President of
                                                                                   Marketing
-------------------------------------------------------------------------------------------------------------
</TABLE>
----------------------------------

(1)  Elected on February 16, 2001, to fill  vacancies on the Board of Directors;
     subsequently  nominated as Directors subject to Stockholder approval at the
     next Annual Meeting of Stockholders.

(2)  On  February  16,  2001,  Mr.  Gurfinkel  resigned  from his  position as a
     Director of the Company.

(3)  On May 1, 2000,  Mr.  Shokin was elected as a Director and  appointed  Vice
     President.  On December 28, 2000,  Mr. Shokin was appointed  Secretary.  On
     February 16, 2000,  Mr. Shokin  resigned from his position as a Director of
     the Company.

(4)  Messrs.  Kirk and Ferry  were  elected  to their  respective  positions  in
     February 2001.

     The  biographical   information  concerning  the  directors  and  executive
officers of the Company, as supplied to the Company by them, is as follows:

     Boris  Birshtein  has been the  Chairman of the Board of  Directors  of the
Company since January 1998.  Since 1999, Dr.  Birshtein has been the Chairman of
the Board of  Directors  and  principal  shareholder  of EonTech  Group,  Inc. a
corporation  organized  under the laws of the Province  Ontario,  Canada.  Since
1999,  Dr.  Birshtein  has been the  Chairman  of the Board of  Directors  and a
controlling  shareholder  of  Aluminum-Power,  Inc.  An author of four  books on
economics  and political  commentary,  Dr.  Birshtein  has chaired  Presidential
Supreme  Economic  Council in Moldova.  Since 2000,  Dr.  Birshtein  had been an
active  member of the New York  Academy  of  Sciences.  In 1999,  Dr.  Birshtein
received a gold medal from the International  Information Academy and became the
Head of its North American Chapter. In 1997, Dr. Birshtein received his Ph.D. in
Economics and Ph.D. in Philosophy  and was confirmed as a full  Professor at the
International  Information  Academy.  Dr. Birshtein has been involved in several
international businesses during the previous five years.


                                       15
<PAGE>




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

     Michael J. Solomon,  was  appointed to the Company's  Board of Directors in
February  2001.  Since 2000, Mr. Solomon has served as the Chairman of the Board
of  Directors of Maxx  International,  Inc. Mr.  Solomon  currently  serves as a
Director on the following Boards of Directors:  Team  Communications,  Inc.; The
North  Face,  Inc.;  Pittard-Sullivan;  New  York  University  Stern  School  of
Business;  the Entertainment  Business & Management  Advisory Board at UCLA; and
the  International  Council  of the  National  Academy  of  Television  Arts and
Sciences.

     John R.  Loveland  was  appointed  to the  Company's  Board of Directors in
February 2001. Since 1994, Mr. Loveland has served in his capacity as a director
and Chief Executive Officer of Op-Tech Environmental  Services, Inc. Since 1973,
he has served as a director of O'Brien & Gere  Engineers,  Inc.  From 1989 until
1999, Mr. Loveland served as the Chairman of the Board of Directors of O'Brien &
Gere  Limited.  From 1999 until 2000,  Mr.  Loveland  served as the President of
O'Brien & Gere Property Development.

     Kerry Moody was appointed to the  Company's  Board of Directors in February
2001.  Since 1999,  Mr. Moody has served as the Vice  President  and Director of
Government  Affairs for AcSys  Biometrics,  Inc., a leader in Artificial  Neural
Systems.  From 1996 until 1999,  Mr. Moody served as the CEO and Chairman of the
Board of  ASAPconnecT.com,  which  acts as a private  labeled  Internet  Service
Provider ("ISP").  Mr. Moody also served as the Reagan White House Liason to the
General Services Administration.

     Walter J. Perchal,  Ph.D. was appointed to the Company's Board of Directors
in February 2001. Since 1997, Mr. Perchall has served as the President and Chief
Executive  Officer of ICInc.,  a  consulting  firm,  which  provides  consulting
services in North America,  Europe and Asia. For the past 20 years, Mr. Perchall
has served as an  adjunct  Professor  at York  University  located  in  Toronto,
Canada, where he focuses on teaching Business Studies.

     Vijay Sharma was appointed to the Company's  Board of Directors in February
2001.  Since 1993,  Mr. Sharma was employed by ATI  Technologies  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.


                                       16
<PAGE>

     Shmuel Gurfinkel has been the Chief Financial  Officer of the Company since
January 1998.  From 1998 until 2000, Mr.  Gurfinkel  served as a Director of the
Company. 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.  Since  1997,  Mr.  Gurfinkel  has served as a Director  of Beken
Metals, Ltd., a subsidiary of Africa Israel Investments Ltd.

     Gary Shokin has served as the Vice  President  and Secretary of the Company
since May 2000.  From May 2000 until January  2001,  Mr. Shokin also served as a
Director of the 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.

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

     Rafael  Ferry  was named the  Company's  Vice  President  of  Marketing  on
February 1, 2000. Mr. Ferry was previously  employed by Aluminum-Power,  Inc. as
the Vice President of Marketing. From 1996 until 1998, Mr. Ferry was employed as
a Sales Manager at Gestetner  (Israel) Ltd. In the year 2000, Mr. Ferry received
his Bachelor of Business Administration from York University.


Section 16(a) Beneficial Ownership Reporting Compliance

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

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

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





                                       17
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     The following  table sets forth all  compensation  awarded to, earned by or
paid to each of the Company's executive officers and directors for the Company's
fiscal periods as specified  below. No other executive  officers or directors of
the Company earned over $100,000 during such periods.


<TABLE>
<CAPTION>
Summary Compensation Table

                                                                                           OTHER ANNUAL
NAME AND PRINCIPAL POSITION                       YEAR         SALARY        BONUS         COMPENSATION

<S>                                                  <C>          <C>            <C>              <C>
Boris Birshtein (1);                                 1998           --           --                  --
Chairman of the Board of Directors                   1999        141,600         --                  --
                                                     2000        141,600         --                  --

Alexander Gordin (2);                                1998           --           --                  --
Director, President and CEO                          1999           --           --
                                                     2000         80,000         --               500,000(3)

Gary Shokin (4);                                     1998           --           --                  --
Vice President and Secretary                         1999           --           --                  --
                                                     2000         56,000         --               500,000(3)

Shmuel Gurfinkel (5);                                1998          6,000         --                  --
Chief Financial Officer                              1999          6,000         --                  --
                                                     2000         55,000         --                  --

Theodore Shapiro (6)                                 1998           --           --                  --
                                                     1999        141,600         --                  --
                                                     2000        141,600         --                  --

Robert L. Blessey (7)                                1998           --           --                  --
                                                     1999        141,600         --                  --
                                                     2000        141,600         --                  --
</TABLE>
--------------------------------

(1)  On February 25, 1999, the Company entered into an Employment Agreement with
     Mr. Birshtein for a term of five years commencing January 1, 1999 providing
     for an annual salary of $120,000 (subject to increase to $250,000 per year,
     in the event that the Company consummates an acquisition of a business with
     net  pre-tax  profits (as defined  therein) of  $3,000,000  or more in such
     year) and, in each of the remaining years of the Employment Agreement.  The
     Employment  Agreement requires Mr. Birshtein to spend a substantial portion
     of his time in the performance of his duties  thereunder,  and provides for
     certain other  specified  fringe  benefits and change of control  severance
     payments.  Mr.  Birshtein  also  receives  a  monthly  auto  and  insurance
     allowance of $1,800.  In addition,  the Employment  Agreement  provides for
     incentive  warrants  to be issued to Mr.  Birshtein  based upon  Excess Net
     Pre-Tax  Profits  (as  defined  below)  in  each  year  of  the  Employment
     Agreement.  For each  $1,000,000  of Excess  Net  Profit,  the  Company  is
     required  to  issue  100,000  of  incentive  warrants  up to a  maximum  of
     1,000,000 incentive warrants in each such year of the Employment Agreement.
     Any issued incentive  warrants will have a five year term from issuance and
     shall be exercisable at the market price of the Common Stock on the date of
     issuance. The Employment Agreement also provides for an annual bonus of 10%
     of any  Excess  Net  Pre-Tax  Profits  in each year  during the term of the
     Employment  Agreement.  Excess Net Pre-Tax Profits is defined as the excess
     of the then  current  years net  pre-tax  profits  over the then  preceding
     year's net pre-tax profits.


                                       18
<PAGE>

     On  February  28,  2000 the  Company  issued to Mr.  Birshtein  warrants to
     purchase  600,000  shares of  Common  Stock  and  simultaneously  cancelled
     warrants  previously  issued to purchase  the same number of shares,  which
     were  exercisable at a purchase price of $11.50 per share. The newly issued
     warrants have a five year exercise period beginning on the date of issuance
     at an exercise price of $0.50 per share.  The original  warrants  issued to
     Mr. Birshtein were in recognition of his uncompensated services expended on
     the Company's behalf.

(2)  Mr.  Gordin was elected as a Director  and  appointed  to the  positions of
     President and CEO on May 1, 2000 and November 9, 2000, respectively. On May
     1, 2000, Mr. Gordin's annual salary is $120,000.

(3)  Mssrs.  Gordin and Shokin have each been  500,000  options  pursuant to the
     terms of the 2001 Omnibus Plan.

(4)  Mr. Shokin was elected as a Director and appointed to the positions of Vice
     President and Secretary on May 1, 2000 and December 28, 2000, respectively,
     with annual salary of $84,000.

(5)  Beginning  February  1, 2000,  Mr.  Gurfinkel  is paid a monthly  salary of
     $5,000.

(6)  Mr.  Shapiro was elected as a Director and  appointed  President and CEO on
     January  6, 1998.  On  February  25,  1999,  the  Company  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 the Company 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 original  warrants  issued to
     Mr. Shapiro were in recognition of his  uncompensated  services expended on
     the Company's behalf.

     Mr.  Shapiro  resigned  as  President  of the Company on May 1, 2000 and as
     Director and CEO of the Company on October 25, 2000,  and thereupon  became
     Vice President. His Employment Agreement was mutually terminated on October
     25, 2000.  However,  he  continued to receive an annual  salary of $120,000
     plus a monthly auto and insurance allowance of $1,800. On January 10, 2001,
     Mr. Shapiro resigned from his position as an officer of the Company and his
     salary and benefits were terminated.

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

     On February 28, 2000 the Company 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 original  warrants  issued to
     Mr. Blessey were in recognition of his  uncompensated  services expended on
     the Company's behalf.

     On October 25, 2000,  Mr.  Blessey  resigned as Director of the Company and
     his  Employment  Agreement was mutually  terminated.  However,  Mr. Blessey
     continued to act as Secretary  and continued to receive an annual salary of
     $120,000 plus a monthly auto and insurance  allowance of $1,800. On January
     10,  2001,  Mr.  Blessey  resigned  from his  position as an officer of the
     Company and his salary and benefits were terminated.


Discussion of the 2001 Omnibus Plan

     The  Company  has  adopted  the 2001  Omnibus  Plan in order to attract and
retain  qualified  directors,  officers,  employees,  consultants  and advisors.
Qualified  directors,  officers,  employees,


                                       19
<PAGE>

consultants and advisors of the Company and its  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").

     The  purposes of the 2001 Omnibus Plan are to enable the Company to provide
additional  incentives to its directors,  officers,  employees,  consultants and
advisors,  to advance the  interests of the Company and to enable the Company to
attract qualified personnel in a competitive marketplace.

     The following  description  of the 2001 Omnibus Plan is only a summary.  It
does  not  purport  to be a  complete  or  detailed  description  of  all of the
provisions of the 2001 Omnibus  Plan.  This summary is qualified by reference to
the full terms of the 2001 Omnibus  Plan, a copy of which is attached as Annex G
to the Company's Definitive  Information Statement filed with the SEC on January
24, 2001.

     An Omnibus  Committee  will  administer  the 2001 Omnibus Plan 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 and grant
Awards to such directors,  officers,  employees,  consultants and advisors,  (b)
determine  the time at which  such  Awards  shall be  granted  and any terms and
conditions  with  respect to such Awards as shall not be  inconsistent  with the
provisions of the 2001 Omnibus Plan,  and (c) resolve all questions  relating to
the  administration  of the 2001 Omnibus Plan.  Members of the Omnibus Committee
receive no additional  compensation  for their  services in connection  with the
administration of the 2001 Omnibus Plan.

     Those  who are  eligible  to  participate  in the  2001  Omnibus  Plan  are
officers,  management,  other key employees and  consultants and advisors of the
Company  and its  subsidiaries  as the Omnibus  Committee  may from time to time
determine, provided that members of the Omnibus Committee shall be ineligible to
participate   in  the  2001  Omnibus  Plan  and  shall   otherwise   qualify  as
disinterested  persons for purposes of Rule 16b-3(c)(2)(i)  under the Securities
Exchange Act of 1934.

     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 to
an  employee  who owns  more  than 10% of the  outstanding  voting  stock of the
Company ("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  purchase  of  Common  Stock  with an


                                       20
<PAGE>

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.  Options are generally  exercisable in equal annual  installments
over a  predetermined  period.  All  installments  that become  exercisable  are
generally  cumulative  and  may be  exercised  at any  time  after  they  become
exercisable  until  the  expiration  of the  term  of the  Option.  The  Omnibus
Committee may provide for termination of an Option in the case of termination of
employment  or  directorship  or any other  reason.  If an  Optionee  retires or
becomes  disabled prior to totally  exercising the Option,  the Option agreement
may provide  that the Option may be exercised by for a period of 12 months after
the  date  of  such  termination  of  employment  by  reason  of  retirement  or
disability.  If an Optionee  dies prior to totally  exercising  the Option,  the
Option  agreement  may  provide  that the  Option  may be  exercised  by (a) the
Optionee's estate or by the person who acquired the right to exercise the Option
by bequest or  inheritance  or by reason of the  Optionee's  death not more than
three years from the date of the Optionee's death.

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

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

     A  Performance  Award  granted  under  the  2001  Omnibus  Plan  (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 and any applicable Award agreement,  the performance  goals to
be achieved during any performance period, the length of any performance period,
the amount of any  Performance  Award  granted  and the amount of any payment or
transfer to be made pursuant to any Performance Award shall be determined by the
Omnibus Committee.

     The Omnibus  Committee  may grant  Awards  under the 2001 Omnibus Plan that
provide the  Participants  with the right to purchase  Common  Stock or that are
valued by reference to the fair


                                       21
<PAGE>

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.

     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;  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 the Company is 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 the  outstanding
voting shares of the Company.

     In the event a Change in  Control  (as  defined in the 2001  Omnibus  Plan)
occurs,  then,  notwithstanding any provision of the 2001 Omnibus Plan or of any
provisions  of any Award  agreements  entered  into  between the Company and any
Optionee or  Participant  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 the Company is 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 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 on or after January 2,
2011, but Awards granted prior to such date may be exercised in accordance  with
their terms.

     As of March 31, 2001, 1,150,000 options were granted under the 2001 Omnibus
Plan.





                                       22
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth the  number  of  shares of common  stock
beneficially  owned as of March 31, 2001,  by: (i) those persons or groups known
to the Company who  beneficially own more than 5% of the Company's Common Stock;
(ii) each director and director nominee; (iii) each executive officer; and, (iv)
all directors and executive  officers as a group.  The information is determined
in accordance with Rule 13d-3 promulgated  under the Securities  Exchange Act of
1934, as amended (the "1934 Act"),  based upon information  furnished by persons
listed or  contained  in  filings  made by them with the SEC.  Unless  otherwise
stated,  all stockholders  listed below possess sole voting and investment power
with respect to their shares.


<TABLE>
<CAPTION>
                                                      AMOUNT AND
                                                      NATURE OF                PERCENT
       NAME OF BENEFICIAL OWNER                    BENEFICIAL OWNER          OF CLASS(1)
       ------------------------                    ----------------          -----------

<S>                                                <C>                       <C>
       Aluminum-Power, Inc.
       87 Scollard Street
       Toronto, Ontario M5R 1G4 (2)                   88,000,000                87.0%

       Boris Birshtein
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019 (2)                 96,795,000 (3)              95.7%

       Alexander M. Gordin
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                      500,000 (4)                 .49%

       Michael J. Solomon
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       John R. Loveland
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       Kerry Moody
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       Walter J. Perchal
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%
</TABLE>


                                       23
<PAGE>

<TABLE>
<S>                                                <C>                       <C>
       Vijay Sharma
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       Donald W. Kirk
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       Shmuel Gurfinkel
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       Gary Shokin
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                      500,000 (5)                 .49%

       Rafael Ferry
       1285 Avenue of the Americas
       35th Floor
       New York, New York 10019                           0                       0%

       All Executive officers and
       Directors as a Group
       (11 individuals)                               97,795,000                96.6%
</TABLE>
-------------------------------------

(1)  Based on  101,189,000  shares of Common Stock  actually  outstanding  as of
     March 31, 2001.

(2)  Mr. Birshtein is an indirect owner of Aluminum-Power,  Inc. Aluminum-Power,
     Inc.'s majority shareholder is Eontech Group, Inc., which is directly owned
     and controlled by Birshtein  Holdings,  Ltd.  Birshtein  Holdings,  Ltd. is
     directly controlled by Boris Birshtein.

(3)  Includes  4,285,000 shares of common stock owned directly by Mr. Birshtein,
     3,910,000  owned by Magnum,  warrants to purchase  600,000 shares of common
     stock owned  directly by Mr.  Birshtein,  and  88,000,000  shares of common
     stock owned by Aluminum-Power, Inc.

(4)  Includes  500,000 options to purchase Common Stock granted to Mr. Gordin by
     the Omnibus Committee pursuant to the 2001 Omnibus Plan.

(5)  Includes  500,000 options to purchase Common Stock granted to Mr. Shokin by
     the Omnibus Committee pursuant to the 2001 Omnibus Plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following  discussion  describes the transactions  entered into between
the Company and any director, officer, security holder listed in Item 12.

     In August  2000,  Banca  foreclosed  on property  owned by Polen  S.R.L.  a
company  doing


                                       24
<PAGE>

business in the Republic of Moldova and  beneficially  owned by Boris  Birshtein
("Polen").  The foreclosure was due to Polen's failure to repay an obligation in
the  principal  amount of $500,000  that Banca  loaned to Polen.  At the time of
foreclosure,  the building was appraised at $682,000 by  PricewaterhouseCoopers,
LLP.

     On  April  3,  2000,  the  Company  transferred  $1,349,000   (representing
principal  and  interest)  in  payment of an  obligation  on its books to Magnum
Associates, Ltd., a company beneficially owned by Boris Birshtein.

The Loan Transaction

     On June 18,  2000,  the  Company  entered  into a loan  arrangement  with a
controlling stockholder, Magnum Associates, Ltd. ("Magnum"), which was owned and
controlled by Boris Birshtein,  a Director and beneficial owner of a majority of
the shares of the Company.

     Magnum loaned the Company  $796,000  (the "Loan"),  which was needed by the
Company to fulfill increased statutory capital  requirements  imposed upon Banca
by the National Bank of Moldova.  The capital stock of Banca is owned equally by
Maximilia and Sturge.  The Company's  Board of Directors (the "Board")  accepted
the Loan by  resolution  after several  failed  attempts were made to obtain the
money through  independent  third parties.  On June 28, 2000, the Board approved
the payment of $74,000 of principal on the Loan,  thereby reducing the principal
amount owed to $722,000.

     On December 16, 2000,  Magnum  assigned all of its rights,  obligations and
liabilities created under the Loan to Starbeam, a corporation  effectively owned
and controlled by Mr. Birshtein.

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


Acquisition of Technology from Aluminum-Power, Inc. ("Aluminum-Power")

     On February  16, 2001,  the Company  closed (the  "Closing") a  transaction
under a technology  acquisition agreement (the "Acquisition  Agreement") between
the Company and Aluminum-Power, Inc. ("Aluminum-Power"), a corporation organized
under the laws of the Province of Ontario,  Canada. The Acquisition Agreement is
incorporated  by reference to the  Company's  Definitive  Information  Statement
filed with the SEC on January 24, 2001.


                                       25
<PAGE>

     At the time of the  Closing,  Mr.  Birshtein  was and  continues  to be the
indirect  beneficial owner of a majority of the common stock of both the Company
and Aluminum-Power.

     Pursuant to the Acquisition  Agreement,  upon Closing,  in consideration of
the receipt of the 88,000,000 shares of the Company (the  "Acquisition  Shares")
and  Exchanged  Assets (as defined  below),  Aluminum-Power  transferred  to the
Company the following:

     (a) 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,"
     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;

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

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

     In  addition  to  the  Acquisition  shares,  the  Company  transferred  the
following assets ("Exchanged Assets") to Aluminum-Power:

     (a) One  hundred  percent  (100%)  of the  membership  interests  of Jolly,
     (hereinafter  referred  to  as  the  "Jolly  Membership  Interest"),  which
     continued to own  sixty-five  percent  (65%) of the issued and  outstanding
     capital stock of JAL. At the time of the Closing,  JAL continued to operate
     and manage the Jolly Alon Hotel;

     (b) One  hundred  percent  (100%) of the issued and  outstanding  shares of
     Garnier (hereinafter  referred to as the "Garnier Stock"),  which continued
     to own one hundred  percent  (100%) of the issued and  outstanding  capital
     stock of Exim.  At the  Closing,  Exim  continued  to own the  property and
     casualty insurance business in the Republic of Moldova;

     (c) Fifty  percent  (50%) of the  issued and  outstanding  shares of Sturge
     (hereinafter  referred to as the "Sturge  Stock"),  which  continued to own
     fifty percent (50%) of the issued




                                       26
<PAGE>


and outstanding capital stock of Banca.





                                       27
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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

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

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

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

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

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

              21         Subsidiaries of the Registrant
     ------------------- ------------------------------------------------------

              23         Consent of Paritz & Company, P.A.
     ------------------- ------------------------------------------------------


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

     1.   Current  Report on Form 8-K filed  December  12, 2000  announcing  the
          Company's loan transaction and transfer of Banca.


                                       28
<PAGE>


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

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




                                       29
<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 13th day of
April, 2001.

TRIMOL GROUP, INC.


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

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

<TABLE>
<CAPTION>
<S>                                                                             <C>
By:      /s/ Boris Birshtein                                                    Date: April 13, 2001
   -----------------------------------------------------------
Name:   Boris Birshtein
Title:  Chairman of the Board and Director

By:      /s/ Alexander Gordin                                                   Date: April 13, 2001
    ----------------------------------------------------------
Name:   Alexander Gordin
Title:  President, Chief Executive Officer, and Director

By:      /s/ Michael J. Solomon                                                 Date: April 13, 2001
   -----------------------------------------------------------
Name:   Michael J. Solomon
Title:  Director

By:      /s/ John R. Loveland                                                   Date: April 13, 2001
    ----------------------------------------------------------
Name:   John R. Loveland
Title:  Director

By:      /s/ Kerry Moody                                                        Date: April 13, 2001
    ----------------------------------------------------------
Name:   Kerry Moody
Title:  Director

By:      /s/ Walter J. Perchall                                                 Date: April 13, 2001
    ----------------------------------------------------------
Name:   Walter J. Perchal
Title:  Director

By:      /s/ Vijay Sharma                                                       Date: April 13, 2001
    ----------------------------------------------------------
Name:   Vijay Sharma
Title:  Director
</TABLE>



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