U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 
 FORM 10-K
 
 ANNUAL REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 
 Commission file number:  000-26971
  TRIMOL GROUP, INC.(Name of small business issuer in its charter)


DELAWARE
13-3859706(State of Incorporation)
(IRS EMPLOYER ID NO.)
 
 1221 AVENUE OF THE AMERICAS, SUITE 4200, NEW YORK, NY, 10020Address of principal offices)
 
 Registrant’s Telephone Number: (212) 554-4394
 Securities registered under Section 12(b) of the Exchange Act: None
 Securities registered under Section 12(g) of the Exchange Act: None
 
 Title of Each Class

Name of each Exchange on which listedCommon Stock, par value $0.01 per share

OTC Bulletin Board
 
 Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No  ̈
 
 Check if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (§ 229/405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈
 
 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act), Yes  ̈ Noþ
 
 Issuer’s revenues for fiscal year ended December 31, 2010 were $0.
 
 The aggregate market value of the voting common equity held by non-affiliates of the Registrant was approximately $85,000 as of June 30, 2010 computed on the basis of a closing price of $0.002 per share on such date of the Registrant’s common stock as reported on the National Association of Securities Dealers, Inc.’s Over the Counter Bulletin Board.
 
 The number of shares outstanding of the Registrant’s common stock, as of March 31, 2011 was 100,472,328.
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer  ̈  Accelerated filer   ̈  Non-accelerated filer   ̈ Smaller reporting company  þ
 
 Indicate by check mark whether the Registrant is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934.  Yes  ̈  No þ
 
 Transitional Small Business Disclosure Format (check one): Yes þ No  ̈
  
 
 TABLE OF CONTENTS
 Trimol Group Inc. – Form 10-K
  PART IITEM 1.
DESCRIPTION OF BUSINESS
3ITEM 1 A
UNRESOLVED STAFF COMMENTS
4ITEM 1 B
RISK FACTORS
4ITEM 2.
DESCRIPTION OF PROPERTY
8ITEM 3.
LEGAL PROCEEDINGS
8ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
9PART IIITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9ITEM 6.
MANAGEMENT’S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
10ITEM 7.
FINANCIAL STATEMENTS
12Report of the Independent Auditors
12Consolidated Balance Sheet
13Consolidated Statement of Operations
14Consolidated Statement of Changes in Shareholders’ Deficiency
15Consolidated Statement of Cash Flows
16Notes to Consolidated Financial Statements
17ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
24ITEM 8-A
CONTROLS AND PROCEDURES
24PART IIIITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
25ITEM 10.
EXECUTIVE COMPENSATION
27ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
31ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
32ITEM 13.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
32ITEM 14.
EXHIBITS
33
  2
 
 PART I
 
 ITEM 1.            DESCRIPTION OF BUSINESS
 
 Description of the Company
 
 Although the Company is seeking business opportunities, as of December 31, 2010, and for the past four years, we did not have any business operations that generated revenue.
 
 Discontinued Operations
 
 Intercomsoft Limited:Through April 2006, we conducted the operations of our wholly-owned subsidiary, Intercomsoft Limited which, pursuant to a Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) awarded to Intercomsoft in April 1996 by the Ministry of Economics, Republic of Moldova, provided a National Register of Population and a National Passport System.  Under the terms of the Supply Agreement, Intercomsoft supplied all of the equipment, technology, software, materials and consumables utilized by the Government of Moldova for the production of all national passports, drivers’, licenses, vehicle permits, identification cards and other government authorized identification documents used in the Republic of Moldova. The Supply Agreement expired by its terms on April 29, 2006 and was not renewed.
 
 Intercomsoft Limited remains our wholly owned subsidiary, but has not had any operations since 2006.  The non-renewal of the Supply Agreement is the subject of two pending legal action. (See Item 3 - Legal Proceedings).
 
 Aluminum-Air Fuel Cell Technology:  In January 2001 we acquired an exclusive worldwide license to an aluminum-air fuel cell technology.  We discontinued development of such technology in 2003, and terminated our rights to it in July 2008.
  Our Employees
 
 We currently do not have any full time employees. However, we do have a number of individuals and entities that provide services to us on a consulting or advisory basis.
 
 Transfer Agent
 
 The transfer agent and registrar for our common stock is Interstate Transfer Company, 6084 South 900 East, Suite 101, Salt Lake City, Utah 84121.
  3
  ITEM 1A.         UNRESOLVED STAFF COMMENTS
 
 None.
  ITEM 1B.         RISK FACTORS
 
 You should carefully review and consider the following risks, as well as all other information contained in this Annual Report or incorporated herein by reference, including our consolidated financial statements and the notes to those statements, before you decide to purchase any shares of our common stock. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material could also nevertheless materially adversely affect our business, financial condition, results of operations, or cash flows. In any case, the value of the shares of our common stock could decline and you could lose all or a portion of your investment in such shares. To the extent any of the information contained in this Annual Report constitutes forward-looking statements or information, the risk factors set forth below must be considered cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely affect our financial condition, results of operations or cash flows. See also, “Statement Regarding Forward-Looking Statements” in Item 6.
  Risks Related to Our Current Financial Condition
 
 We have no current source of revenue.
  We did not generate any revenue for the year ended December 31, 2010 nor did we generate any revenue in the year ended December 31, 2009.
 
 We have no current business activities that generate revenue.
 
 Although the Company is currently exploring opportunities, it is not currently engaged in any business activities that generate revenue.
 
 Our liabilities significantly exceed our assets.
 
 As of December 31, 2010 our liabilities exceeded our assets by approximately $5.6 million.  These circumstances, among others, raise substantial doubt about our ability to continue as a going concern
 
 The loss of our executive officers or key personnel would adversely affect our business.
 
 We have substantially discontinued our operations, with the exception of limited administrative activities. Our ability to restructure the business will be dependent on the services of our executive officers and certain key personnel. If we are unable to compensate our existing or future executives we may lack the required leadership to restructure our business
 
 Risks Related to our Securities and Capital Structure
 
 We are not in compliance with rules requiring the adoption of certain corporate governance measures. This may result in shareholders having limited protections against interested director transactions, conflicts of interest and similar matters.
  4
  The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC and The NASDAQ Stock Market as a result of Sarbanes-Oxley requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets. We are not in compliance with the requirement relating to the establishment of an audit committee consisting of all independent Board members. We have not established a Compensation Committee. We are not yet in compliance with requirements relating to the distribution to stockholders of annual and interim reports, solicitation of proxies, the holding of stockholders meetings, quorum requirements for such meetings and the rights of stockholders to vote on certain matters. Furthermore, until we comply with such corporate governance measures, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters.
 
 Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have a material adverse effect on our stock price.
 
 Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.
 
 We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent registered public accounting firm addressing these assessments. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to maintain an effective internal control environment could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.
 
 We do not intend to pay any dividends on our common stock in the foreseeable future.
 
 We currently intend to retain all future earnings, if any, to finance our business activities and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
 
 The limited public trading market may cause volatility in the price of our common stock.
 
 Our common stock is currently traded on the Over the Counter Bulletin Board (“OTCBB”) under the symbol TMOL. The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like ours. Our common stock is thus subject to this volatility. Sales of substantial amounts of our common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock.
  5
  During 2010, the shares of our common stock traded on the OTCBB at prices ranging from a low of $0.002 to a high of $0.0036 and in 2009 traded from a low of $0.0005 per share to a high of $0.02 per share. The market price of the shares of our common stock, like the securities of many other over-the-counter publicly traded companies, may be highly volatile. Factors such as sales of large numbers of shares of our common stock by existing stockholders and general market and economic conditions may have a significant effect on the market price of our common stock. In addition, U.S. stock markets have experienced extreme price and volume fluctuations in the past. This volatility has significantly affected the market prices of securities of many companies, for reasons frequently unrelated or disproportionate to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.
 
 The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than NASDAQ, and quotes for stocks included on the OTCBB are not listed in the financial sections of newspapers, as are those for the NASDAQ Stock Market. The trading price of our common stock may fluctuate significantly in response to various general economic and market conditions which may have a material or adverse effect on the market price of our common stock.
 
 Trading in our common stock over the last 12 months has been limited, so investors may not be able to sell as many of their shares as they want at prevailing prices.
 
 Shares of our common stock are traded on the OTCBB.  Limited trading in our common stock may make it difficult for investors who purchase shares of our common stock to sell such shares in the public market at any given time at prevailing prices. Also, the sale of a large block of our common stock could depress the market price of our common stock to a greater degree than a company that typically has a higher volume of trading of its securities.
 
 We cannot predict whether an active market for our common stock will develop in the future. In the absence of an active trading market:
 
 ·
Investors may have difficulty buying and selling or obtaining market quotations;
 ·
Market visibility for our common stock may be limited; and
 ·
Lack of visibility for our common stock may have a depressive effect on its market price.
 
 Penny stock regulations may impose certain restrictions on marketability of our securities
 
 The Securities and Exchange Commission (the “Commission”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our securities and may affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities.
  6
 
 Shareholders should be aware that, according to the Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
 
 ·
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 ·
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 ·
“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
 ·
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
 ·
The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
 
 Purchasers of penny stocks may have certain legal remedies available to them in the event the obligations of the broker-dealer from whom the penny stock was purchased violates or fails to comply with the above obligations or in the event that other state or federal securities laws are violated in connection with the purchase and sale of such securities. Such rights include the right to rescind the purchase of such securities and recover the purchase price paid for them.
 
 Shares eligible for future sale may adversely affect the market
 
 From time to time, certain of our shareholders may be eligible to sell all or some of their shares of our common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. Of the 100,472,328 shares of our common stock issued and outstanding as of December 31, 2010, all shares have been issued for more than six months and are eligible for sale in compliance with Rule 144(k).
 
 In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale.  Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a non-affiliate of the Company that has satisfied a six-month holding period. Any substantial sale of our common stock pursuant to Rule 144 may have an adverse effect on the market price of our publicly traded securities.
  7
  ITEM 2.            DESCRIPTION OF PROPERTY
 
 We maintain our office at 1221 Avenue of the Americas, Suite 4200, New York, New York 10020, on a month-to-month tenancy.
 
 ITEM 3.            LEGAL PROCEEDINGS
 
 In the normal course of business, the Company may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance.  Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations other than as follows:
 
 On March 25, 2009, Intercomsoft commenced an action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection with its claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents pursuant to the terms of the ten year Supply Agreement under which Intercomsoft had produced essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents (the “Swiss Proceeding”).
 
 The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits of its claims in such proceeding.  Two members of such panel have been appointed. To date, the Government of Moldova has failed to appear in such action and is currently in default with respect to its rights to appoint one of the three members of the ad hoc arbitration panel established in the Swiss Proceeding.  The Swiss court is currently awaiting a response from the Government of Moldova regarding service of the judgment establishing the ad hoc arbitration panel.
 
 The Moldovan Defendants had previously commenced a proceeding before the International Commercial Court of Arbitration of the Chamber of Commerce and Industry of the Republic of Moldova entitled Ministry of Economics of the Republic of Moldova, Ministry of Internal Affairs of the Republic of Moldova, Ministry of Information Development of the Republic of Moldova and State Enterprise “REGISTRU” of the Republic of Moldova vs Intercomsoft, Ltd., claiming that such court in Moldova is the proper court to administer any arbitration between the parties in connection with the Supply Agreement.   Intercomsoft objected to the jurisdiction of the Moldovan Arbitration Court.  On July 16, 2010, Intercomsoft was notified that the pending arbitration proceeding in Moldova was dismissed, without prejudice.
 
 On or about November 5, 2010, the Moldovan Defendants commenced another action before the courts of Moldova claiming that the Supply Agreement was properly terminated on April 29, 2006, and seeking legal costs in the amount of approximately $1.6 million (the “Moldovan Proceeding”).  On or about November 24, 2010, Intercomosft asserted a counterclaim in the Moldovan Proceeding seeking redress for its aforementioned claims, and seeking damages of approximately $51 million dollars, including interest and penalties which continue to accrue pursuant to the terms of the Supply Agreement.
  8
  There can be no assurance as to the outcome of either the Swiss or Moldovan Proceedings.
 
 ITEM 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 No matters were submitted during the fiscal year covered by this Annual Report to a vote of security holders, through the solicitation of proxies or otherwise.
 
 PART II
 
 ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 Our common stock is quoted and traded on a limited and sporadic basis on the Over the Counter Bulletin Board (“OTCBB”) under the trading symbol TMOL.  The limited and sporadic trading does not constitute, nor should it be considered, an established public trading market for our common stock.  The following table sets forth the high and low closing bid prices for our common stock for the periods indicated, as reported by the OTCBB.  Such quotations reflect inter-dealer prices, without real mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. We had 414 stockholders of record as of December 31, 2010.
 
 Year 2010

High


LowFourth Quarter

$
0.0021


$
0.0021Third Quarter

$
0.0095


$
0.0011Second Quarter

$
0.0020


$
0.0021First Quarter

$
0.0036


$
0.0036
 
 Year 2009

High


LowFourth Quarter

$
0.01


$
0.003Third Quarter

$
0.01


$
0.007Second Quarter

$
0.02


$
0.005First Quarter

$
0.001


$
0.004
 
 We have not declared any cash dividends on our common stock for the last two fiscal years and do not anticipate declaring any in the near future.  There are no restrictions that limit our ability to pay dividends, other than those generally imposed by applicable state law.  The future payment of dividends, if any, on our common stock is within the sole discretion of the Board of Directors and will depend, in part, on our earnings, capital requirements, financial condition, and other relevant factors, as determined by the Board.
  9
  In March 2010 we issued 21,000,000 shares of our common stock to Royal HTM Group, Inc., an entity owned and controlled by the two members of our Board of Directors. There was no issuance or sales of our securities during year 2009.
  As of December 31, 2010, there were no options were issued and outstanding under the 2001 Omnibus Plan, as amended, nor were there any options outside of such Plan issued and outstanding. There were no options issued or exercised during the year ended December 31, 2010 or December 31, 2009.
 
 ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
 The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.
 
 Results of Operations
 
 General
 
 The Company did not engage in any business operations that generated revenue in year 2010 or 2009.
 
 Comparison of Year Ended December 31, 2010 to Year Ended December 31, 2009
 
 During the year ended December 31, 2010 and December 31, 2009 we generated no revenue.
 
 Total expenses for the year ended December 31, 2010 were $968,000 and in the year ended December 31, 2009 were $694,000, all of which were general corporate and administrative expenses.  The losses in both of such years include an accrual for compensation due to our officers in the amount of $418,000.
 
 We had a net loss from operations in 2010 of $968,000 and in 2009 we had a net loss of approximately $694,000.
 
 Liquidity & Capital Resources
 
 We have no operations that generate revenue, and have had no revenues since April 2006.  With the expiration and non-renewal of Intercomsoft’s Supply Agreement in April 2006, our sole source of revenue ended. Our sole source of funding since such date have been loans and advances from our Chairman of the Board and Royal HTM Group, Inc., our majority shareholder, a company owned and controlled by the two members of our Board of Directors.   We will need to pursue future business opportunities in order to sustain continued operations.
  10
  Forward Looking Statements
 
 Certain statements contained in this Annual Report, including, without limitation, statements containing the words “believes,” “anticipates,” “estimates,” “expects,” “projections,” and words of similar import, constitute “forward-looking statements.”  You should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks faced by us which are described in this Report and the other documents we file with the Securities and Exchange Commission (“SEC”).
 
 Available Information
 
 Reports Filed with the Securities and Exchange Commission
 
 We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, file reports, proxy and information statements and other information with the SEC.
 
 All reports filed by us with the SEC are available free of charge via EDGAR through the SEC web site at www.sec.gov.  In addition, the public may read and copy materials we file with the SEC at the public reference facilities maintained by the SEC at its public reference room located at 100 F Street, N.E. Washington, D.C. 20549.   We will also provide copies of such material to investors upon written request.
 
 No person has been authorized to give any information or to make any representation other than as contained or incorporated by reference in this Annual Report and, if given or made, such information or representation must not be relied upon as having been authorized by us.
 11
  ITEM 7             FINANCIAL STATEMENTS
  Paritz
& Company, P.A
15 Warren Street, Suite 25

Hackensack, New Jersey 07601

(201) 342-7753

Fax:   (201) 342-7598

E-Mail:  PARITZ@paritz.comCertified Public Accountants
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We have audited the accompanying consolidated balance sheets of Trimol Group, Inc. and its subsidiary (the “Company") as of December 31, 2010 and 2009 and the related consolidated statements of operations, changes in shareholders' deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting, accordingly we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has not generated any revenue since April 2006 and, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $5,589,000. These circumstances, among others, raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009 and the results of its operations and cash flows for each of the two years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
 Paritz & Company, P.A.PARITZ & COMPANY, P.A.Dated:March 28, 2011Certified Public AccountantsHackensack, New Jersey
  12
 
 TRIMOL GROUP, INC.CONSOLIDATED BALANCE SHEETS
 
 DECEMBER 31,2010


2009ASSETSCurrent assets:Cash

$
8,000


$
13,000Total current assets


8,000



13,000TOTAL ASSETS

$
8,000


$
13,000LIABILITIES AND SHAREHOLDERS’ DEFICIENCYCurrent liabilities:Related parties

$
4,762,000


$
3,800,000Accrued expenses


835,000



834,000TOTAL LIABILITIES


5,597,000



4,634,000SHAREHOLDERS DEFICIENCYPreferred Stock; $1.00 par value, 10,000 shares authorized, no shares issued and outstandingCommon Stock; $0.01 par value, 130,000,000 shares authorized 100,472,328 and 79,472,328 issued and outstanding at December 31, 2010 and December 31, 2009, respectively


1,005.000



795.000Additional Paid In Capital


5,739,000



5,949,000Ratained Earnings


(12,333,000
)


(11,365,000
)TOTAL SHAREHOLDERS’ DEFICIENCY


(5,589,000
)


(4,621,000
)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

$
8,000


$
13,000
 The accompanying notes are an integral part of the financial statements.
 13
  TRIMOL GROUP, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
 
 YEAR ENDED DECEMBER 31,2010


2009REVENUES

$
-


$
-GENERAL AND ADMINISTRATIVE EXPENSES


968,000



694,000NET LOSS

$
(968,000
)

$
(694,000
)Net loss per share (Basic and Diluted)

$
(.01
)

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


96,387,396



79,472,328
 The accompanying notes are an integral part of the financial statements.
 14
 
 TRIMOL GROUP, INC.CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
 
 COMMON STOCK


ADDITIONALSHARES





PAID-INOUTSTANDING


AMOUNT


CAPITAL


DEFICIT


TOTALBALANCE – JANUARY 1, 2009


79,472,328


$
795,000


$
5,949,000


$
(10,671,000
)

$
(3,927,000
)NET LOSS


-



-



-



(694,000
)


(694,000
)BALANCE-DECEMBER 31, 2009


79,472,328



795,000



5,949,000



(11,365,000
)


(4,621,000
)EXERCISE OF CALL OPTION


21,000,000



210,000



(210,000
)


-



-NET LOSS


-



-



-



(968,000
)


(968,000
)BALANCE- DECEMBER 31, 2010


100,472,328


$
1,005,000


$
5,739,000


$
(12,333,000
)

$
(5,589,000
)
 The accompanying notes are an integral part of the financial statements.
 
 15
 
 TRIMOL GROUP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 YEAR ENDED DECEMBER 31,2010


2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(968,000
)

$
(694,000
)ADJUSTMENTS TO RECONCILE NET LOSS TONET CASH USED IN OPERATING ACTIVITIESDepreciation of property and equipment


-



-Accrued expenses to related parties


743,000



516,000CHANGES IN OPERATING ASSETS AND LIABILITIESAccrued expenses


1,000



(242,000
)NET CASH USED IN OPERATING ACTIVITIES


(224,000
)


(420,000
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from related parties


219,000



429,000NET CASH PROVIDED BY FINANCING ACTIVITIES


219,000



429,000(DECREASE) INCREASE IN CASH


(5,000
)


9,000CASH - BEGINNING OF YEAR


13,000



4,000CASH - END OF YEAR

$
8,000


$
13,000
 The accompanying notes are an integral part of the financial statements.
 16
 
 TRIMOL GROUP, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1 – DESCRIPTION OF BUSINESS
 
 Trimol Group, Inc. (the “Company”) was incorporated in 1953 in Delaware.  Although the Company is seeking business opportunities, as of December 31, 2010, and for the past four years, it did not have any operations other than administrative operations and did not have any business operations that generated revenue.
 
 NOTE 2 - GOING CONCERN
 
 The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern.  However, the Company does not have any current operations that generate revenue and did not generate any revenue in year 2010 or in 2009, nor has it generated any revenue since April 2006.  Further, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by $5,589,000. These circumstances, among others, raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
 
 Principles of Consolidation
 
 The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, Intercomsoft. Intercompany transactions and balances have been eliminated in consolidation.
  Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 Revenue Recognition (Discontinued Operations)
 
 Historically, revenue from Intercomsoft was recognized upon the quantity of product (number of computerized documents) produced during the period reported.  However, Intercomsoft did not generate any revenue in year 2010 or in year 2009, nor has it generated revenue since April 2006.
  17
  Income Taxes
 
 We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
 
 ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
 
 Income (Loss) Per Share
 
 Income (loss) per share of common stock has been computed on the basis of the weighted average number of shares of common stock outstanding.  Diluted earnings per share are based on the weighted average number of shares and common stock equivalents outstanding.  The Company had no common stock equivalents outstanding during the periods presented.
 
 Comprehensive Income
 
 Comprehensive income is defined as any change in equity from transactions and other events originating from non-owner sources, and is included as accumulated comprehensive income in the Statements of Changes in Shareholders’ Equity.
 
 Fair Value Measurements
 
 The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which  defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
 
 The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
 
 ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
 
 Level 1 — quoted prices in active markets for identical assets or liabilities
 
 Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
 
 Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
  18
 
 Reclassification
 
 Certain amounts reported in the 2009 financial statements have been reclassified to conform to the 2010 presentation.  Effective October 1, 2010 our Chief Financial Officer became a 50% shareholder of Royal HTM Group Inc., our controlling shareholder. Consequently, our Chief Financial Officer became a related party and the 2009 financial statements have been reclassified to show all amounts corresponding to the Chief Financial Officer as related party transactions and balances.
 
 New Accounting Pronouncements
 
 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented
  NOTE 4 – DISCONTINUED OPERATIONS
  Intercomsoft Limited
 The Company owns all of the outstanding shares of Intercomsoft Limited (“Intercomsoft”) a company which, until April 2006, was engaged in the operation of a computerized photo identification and database management system utilized in the production of secure essential government identification documents such as passports, drivers’ licenses, national identification documents and other forms of essential personal government identification. As more detailed in Note 6, there are legal actions  pending related to the operation of Intercomsoft.
 
 Aluminum Air Fuel Cell Technology
 The Company entered into a termination agreement in May 2008 (the “Termination Agreement”) with Aluminum Power Inc. (API), an entity which was beneficially owned and controlled by the Company’s Chairman of the Board.  The Termination Agreement terminated the Technology Acquisition Agreement and the Research and Development Agreement entered into by the Company and API in 2001.
 
 In consideration of the Termination Agreement, as amended, Royal HTM Group, Inc,, a company beneficially owned and controlled by the Company’s Chairman of the Board as of the date of the Termination Agreement, and as of October 1, 2010 equally owned by our Chairman and the other member of our Board of Directors, cancelled $400,000 of the Company’s indebtedness to it. In further consideration, API transferred 21,000,000 shares of the Company’s common stock owned by it to the Company, to be utilized by the Company solely in connection with certain acquisitions that the Company was exploring.  In the event that the Company did not conclude any such acquisitions within a contractually specified period, API had the right to require the Company to reconvey such 21,000,000 shares to it (the “Call Right”) for an aggregate purchase price of $1,000. The Company did not conclude any of the acquisitions it was exploring.
 
 On March 12, 2010, the Company received a notice from Royal HTM Group wherein it advised the Company that on March 4, 2010, API had assigned to Royal HTM Group the Call Right granted to it under the Termination Agreement, as amended.  On March 12, 2010 Royal HTM Group exercised the Call Right and the Company issued to it the 21,000,000 shares of common stock.
  19
  NOTE 5 - RISKS AND UNCERTAINTIES
 
 The following risk factors relating to the Company and its business should be carefully considered:
 
 The Company’s subsidiary operated in the Republic of Moldova.
 
 The Company’s wholly owned subsidiary, Intercomsoft Limited, formerly operated in the Republic of Moldova, a former member of the Soviet Union with a historically uncertain economic and political climate.  This may have a material adverse impact on the Company and Intercomsoft’s ability to collect on any judgment that may result from certain legal actions the Company has brought against the government of the Republic of Moldova for fees
 
 The Company has not generated any revenue in over four years.
 
 The Company had no source of revenue for the year ended December 31, 2010, nor did it have any source of revenue for the year ended December 31, 2009 and has not generated any revenue since April 2006.
 
 The Company has no current business activities that generate revenue.
 
 Although the Company is currently exploring opportunities, it is not currently engaged in any business activities that generate revenue.
 
 NOTE 6 - LEGAL PROCEEDINGS
 
 In the normal course of business, the Company may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations other than as follows:
 
 On March 25, 2009, Intercomsoft commenced an action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection with its claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents pursuant to the terms of the ten year Supply Agreement under which Intercomsoft had produced essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents (the “Swiss Proceeding”).
 
 The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits of its claims in such proceeding.  Two members of such panel have been appointed. To date, the Government of Moldova has failed to appear in such action and is currently in default with respect to its rights to appoint one of the three members of the ad hoc arbitration panel established in the Swiss Proceeding.  The Swiss court is currently awaiting a response from the Government of Moldova regarding service of the judgment establishing the ad hoc arbitration panel.
  20





The Moldovan Defendants had previously commenced a proceeding before the International Commercial Court of Arbitration of the Chamber of Commerce and Industry of the Republic of Moldova entitled Ministry of Economics of the Republic of Moldova, Ministry of Internal Affairs of the Republic of Moldova, Ministry of Information Development of the Republic of Moldova and State Enterprise “REGISTRU” of the Republic of Moldova vs Intercomsoft, Ltd., claiming that such court in Moldova is the proper court to administer any arbitration between the parties in connection with the Supply Agreement.   Intercomsoft objected to the jurisdiction of the Moldovan Arbitration Court.  On July 16, 2010, Intercomsoft was notified that the pending arbitration proceeding in Moldova was dismissed, without prejudice.





On or about November 5, 2010, the Moldovan Defendants commenced another action before the courts of Moldova claiming that the Supply Agreement was properly terminated on April 29, 2006, and seeking legal costs in the amount of approximately $1.6 million (the “Moldovan Proceeding”).  On or about November 24, 2010, Intercomosft asserted a counterclaim in the Moldovan Proceeding seeking redress for its aforementioned claims, and seeking damages of approximately $51 million dollars, including interest and penalties which continue to accrue pursuant to the terms of the Supply Agreement.





There can be no assurance as to the outcome of either the Swiss or Moldovan Proceedings.





NOTE 7 - SHAREHOLDERS’ EQUITY





The Company has authorized 130,000,000 shares of $0.01 par value common stock, 100,472,328 of which were issued and outstanding as of December 31, 2010.





The Company has authorized 10,000 shares of $1.00 par value shares of Preferred Stock, none of which were issued and outstanding as of December 31, 2010.





NOTE 8 - RELATED PARTY TRANSACTIONS AND BALANCES





Transactions





2010


2009Compensation and related expenses to Chairman of the Board and Chief Executive Officer (1)

$
298,000


$
298,000Compensation to Chief Financial Officer (2)


120,000



120,000Cash advance from Royal HTM Group  (3)


219,000



221,000Cash advances in the form of direct payment of expenses by Royal HTM Group  (3)


200,000



313,000Business development services  (3)


120,000



120,000$
957,000


$
1,072,000





1)
Boris Birshtein serves as the Company’s Chairman of the Board of Directors and its Chief Executive Officer on a month-to-month basis.  Mr. Birshtein owns 50% of Royal HTM Group, Inc., our majority shareholder.





21





2)
Jack Braverman serves as a member of the Company’s Board of Directors and as the Company’s Chief Financial Officer, on a month-to-month basis. Mr. Braverman owns 50% of Royal HTM Group, Inc., our majority shareholder.





3)
Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by the Company’s two members of its Board of Directors, renders certain business development services to the Company.  Royal HTM Group has also advanced money to the Company to fund its expenses, and is the Company’s majority shareholder.





Balances





Payables to related parties consist of the following:





DECEMBER 31,2010


2009Amount due to Royal HTM Group

$
3,023,000


$
2,515,000Accrued compensation due to Chief Financial Officer


240,000



120,000Accrued compensation due to the Chairman of the Board


1,499,000



1,165,000$
4,762,000


$
3,800,000





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





NOTE 9 - STOCK COMPENSATION PLANS





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




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




A summary of the Company’s option activity is as follows:


Inside Plan


Outside Plan


TotalBalance – January 1, 2010


1,000,000



3,000,000



4,000,000Granted


-



-



-Exercised


-



-



-Expired


1,000,000



3,000,000



4,000,000Balance – December 31, 2010


-



-



-





22





As of December 31, 2010, all of the options both inside and outside of the Omnibus Plan have expired.




NOTE 10 - INCOME TAX





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





DECEMBER 31,2010


2009Income tax (benefit) at statutory rate of 34%

$
329,000


$
(236,000
)Change in valuation allowance


(329,000
)


236,000$
-


$
-





Deferred tax assets and liabilities consist of:





DECEMBER 31,2010


2009Deferred tax assets (liabilities):Amortization of intangibles

$
(5,070,000
)

$
(5,070,000
)Net operating loss carryforward


3,930,000



3,601,000Capital loss carryforward


2,706,000



2,706,0001,566,000



1,237,000Valuation allowance (see Note 2)


(1,566,000
)


(1,237,000
)$
-


$
-





NOTE 11 - SUBSEQUENT EVENTS





The Company evaluated all events or transactions that occurred after December 31, 2010 up to the date these financial statements were issued and has determined that there is no material or recognizable subsequent events or transactions which would require disclosure in the financial statements, other than as noted herein.




23





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





None.





ITEM 8 A.
CONTROLS AND PROCEDURES




Evaluation of Disclosure Controls and Procedures




Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.




As of the end of the period covered by this Annual Report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods.  In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties.  Accordingly, based on their evaluation of our disclosure controls and procedures as of December 31, 2010, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.




There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the period ended December 31, 2010 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.




Management’s Report on Internal Control over Financial Reporting




Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.  We have assessed the effectiveness of those internal controls as of December 31, 2010, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Intergrated Framework as a basis for our assessment.




24




Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.




A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.  In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting.  This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company.  The relatively small number of individuals who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.




As we are not aware of any instance in which the Company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, we determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our very limited resources at this time and not in the interest of our shareholders.





This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.





PART III





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





Directors and Executive Officers





Our officers are elected by, and serve at the pleasure of, our Board of Directors.  The names and ages of our directors and executive officers as of December 31, 2010, are set forth below.




25





NAME

AGE

POSITION WITH COMPANYBoris Birshtein

64

Chairman of the Board of Directors and Chief Executive OfficerJack Braverman

42

Director; Chief Financial Officer





Background of Executive Officers and Directors





Boris Birshtein has served as our Chairman of the Board of Directors since January 1998 and as our Chief Executive Officer since May 2009.  Since May 2009 he also has served as the President and Chief Executive Officer of Intercomsoft Limited, our wholly owned subsidiary.  Additionally, since 1997 he has been the Chairman of the Board, President and a principal shareholder of Royal HTM Group, Inc., our majority shareholder.  Since 1999, Mr. Birshtein served as the Chairman of Eontech Group Inc., of which he was the principal shareholder, until its dissolution in 2010 and served as the Chairman of the Board of Aluminum-Power Inc. from 1999 until its dissolution in 2010.  Mr. Birshtein holds PhDs in Philosophy and Economics.





Jack Bravermanhas served as a member of our Board of Directors and our Chief Financial Officer since January 2004 and has served as the Vice President, Treasurer and Secretary of Intercomsoft Limited, our wholly owned subsidiary, since May 2009.  Mr. Braverman has served as the President of Royal HTM Group, Inc., our majority shareholder, since October 2010 (and previously served as its President from December 1997 through April 2001 and its Vice President from May 2001 to September 2010), and as of October 2010 is a principal shareholder of such entity.  Mr. Braverman also served as the President of Eontech Group, Inc. from July 1999 to its dissolution in 2010, and as the Vice President of Aluminum-Power Inc. from January 2001 to November 2004 and as its President from November 2004 to its dissolution in 2010.  Mr. Braverman holds a BA in Economics from the University of Western Ontario.





Board of Directors





Our By-laws provide for, among other things, that the Board of Directors will consist of not less than two and not more than fifteen directors.  All Directors serve for one year or such longer period until their successors are elected and qualify.  The Board of Directors appoints our officers and their terms of office are, unless otherwise provided in employment contracts, at the discretion of the Board of Directors. In 2010 our Board of Directors was comprised of two members, who are related to one another.  Mr. Birshtein, our Chairman of the Board and Chief Executive Officer, is the uncle of Mr. Braverman, who is a director and our Chief Financial Officer.





Section 16(a) Beneficial Ownership Reporting Compliance





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





26





ITEM 10.
EXECUTIVE COMPENSATION





For the years ended December 31, 2010 and 2009, the following individuals were entitled to receive the following compensation for services rendered to us. See “Employment Agreements” for a description of compensation arrangements entered into by us with certain of our executive officers and directors.





Summary Compensation Table





Annual Compensation


Long Term CompensationAWARDSName & Principal Position

Year

Salary ($)


Other Annual

Compensation

($)


Securities

Underlying

Options/ SARs


All Other

CompensationBoris Birshtein

2010

$
276,570
(1)

$
72,000
(2)


-Chairman of the Board

2009

$
276,570
(1)

$
71,000
(3)


-Chief Executive OfficerJack Braverman

2010

$
120,000
(4)

$
15,000
(5)


-Chief Financial Officer

2009

$
120,000
(4)

$
15,000
(5)


-





(1)
Such amount was accrued but not paid to Mr. Birshtein.





(2)
Such amount represents a monthly expense allowance of $1,800 totaling $21,600 annually, all of which was accrued but not paid, and approximately $50,000 for auto lease and insurance premiums paid on behalf of Mr. Birshtein.





(3)
Such amount represents a monthly expense allowance of $1,800 totaling $21,600 annually, all of which was accrued but not paid, and $49,500 for auto lease and insurance premiums paid on behalf of Mr. Birshtein.





(4)
Such amount was accrued but not paid to Mr. Braverman.





(5)
Such amounts represent auto lease and insurance premiums paid on behalf of Mr. Braverman.





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





In 2010 there were no options granted pursuant to the 2001 Omnibus Plan, as amended and no outstanding options were exercised during 2010.





Compensation of Directors





Outside Directors, are entitled to receive an attendance fee of $2,000 for each meeting of the Board of Directors attended up to a maximum of $8,000 for any 12-month period.  During the fiscal years ended December 31, 2010 and 2009, there were no such payments made to any outside Director.  As of December 31, 2010 we have no outside directors.




27





Employment Agreements





The employment agreement with Boris Birshtein, our Chairman of the Board of Directors, expired on December 31, 2003 and was not renewed.  Thereafter, pursuant to a letter agreement dated March 10, 2004 between he and us, Mr. Birshtein agreed to continue to serve as our Chairman of the Board of Directors on a month-to-month basis on substantially the same terms as were provided for in his prior employment agreement including, among other things, a monthly consulting fee of $23,047 and a monthly expense allowance of $1,800.  We were unable to make any payments to Mr. Birshtein in years 2010 and 2009 and all of such amounts due to him have been accrued.  In May 2008, Mr. Birshtein agreed to also serve as our Chief Executive Officer, a position for which he is not compensated.




2001 Omnibus Plan, As Amended




In January 2001, our Board of Directors adopted the 2001 Omnibus Plan, which became effective in February 2001 after stockholder approval.  In June 2001, our Board of Directors approved a resolution to increase the maximum aggregate number of shares that may be issued under the 2001 Omnibus Plan.  Thereafter, the stockholders approved the increase of the authorized number of shares issuable pursuant to the 2001 Omnibus Plan from 4,000,000 shares to 10,000,000 shares. This amendment became effective in August 2001.  In December 2010 our Board of Directors approved a resolution extending the 2001 Omnibus Plan for a period of five years, to January 2016.





Summary of 2001 Omnibus Plan, as amended





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





The Omnibus Committee administers the 2001 Omnibus Plan, as amended, and has full discretion and exclusive power to (a) select the directors, officers, employees, consultants and advisors who will participate in the 2001 Omnibus Plan, as amended, and grant Awards to such directors, officers, employees, consultants and advisors, (b) determine the time at which such Awards shall be granted and the terms and conditions with respect to such Awards to the extent not inconsistent with the provisions of the 2001 Omnibus Plan, as amended, and (c) resolve all questions relating to the administration of the  2001 Omnibus Plan, as amended.  Members of the Omnibus Committee receive no compensation for their services in connection with the administration of the 2001 Omnibus Plan, as amended.




28





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





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





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





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





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




29





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





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





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





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





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





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





Pursuant to a resolution of the Company’s Board of Directions on December 13, 2010, no Awards may be granted under the 2001 Omnibus Plan, as amended, on or after January 2, 2016, but Awards granted prior to such date may be exercised in accordance with their terms.





As of December 31, 2010,of the 10,000,000 shares of our common stock reserved for issuance under the 2001 Omnibus Plan, as amended, there were no options issued or outstanding.




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ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be the beneficial owners of more than 5% of our common stock as of December 31, 2010, and our officers and directors, individually and as a group.  Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.





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




NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE OF

BENEFICIAL OWNER (1)


PERCENT OF CLASS (1)Boris Birshtein

1221 Avenue of the Americas, Suite 4200

New York, New York, 10020


32,784,500
(2)


32.6
%Royal HTM Group

87 Scollard Street

Toronto, Ontario M5R 1G4


48,275,000
(3)


48
%Jack Braverman

1221 Avenue of the Americas, Suite 4200

New York, NY 10020


25,137,500
(4)


25
%P.L.T. International, Inc

7300 Yonge Street

Toronto, Ontario


8,225,000



8.1
%All Executive Officers andDirectors as a Group (2 persons) (5)


57,922,000



57.6
%





(1)
Based on a total of 100,472,328 shares of common stock issued and outstanding as of December 31, 2010.





(2)
Represents 4,737,000 shares of our common stock owned directly by Mr. Birshtein; 3,910,000 shares of our common stock owned by Magnum Associates, Inc., of which Mr. Birshtein is the sole shareholder; and one half of the 48,275,000 shares of our common stock owned by Royal HTM Group, of which Mr. Birshtein is a 50%  shareholder.





(3)
Royal HTM Group is our majority shareholder. Mr. Birshtein and Mr. Braverman each own 50% of Royal HTM Group.





(4)
Represents 1,000,0000 shares of our common stock owned directly by Mr. Braverman and one half of the 48,275,000 shares of our common stock owned by Royal HTM Group, of which Mr. Braverman is a 50%  shareholder





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(5)
Includes Messrs. Birshtein and Braverman.





ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Mr. Boris Birshtein, Chairman of our Board of Directors and our Chief Executive Officer and Jack Braverman, a member of our Board of Directors and our Chief Financial Officer, own or control approximately 57% of our issued and outstanding shares of common stock.
  Our Chief Executive Officer





During each of 2010 and 2009, we accrued $276,000 in compensation and $21,600 in expenses due to Mr. Birshtein related to his performance as the Chairman of the Board.  Additionally, approximately $50,000 and $49,500 was paid on Mr. Birshtein’s behalf for vehicle leasing and insurance expense in each of years 2010 and 2009, respectively.  At December 31, 2010 we owe Mr. Birshtein approximately $1,499,000.





Our Chief Financial Officer





During each of 2010 and 2009, we accrued $120,000 in compensation due to Mr. Braverman related to his performance as our Chief Financial Officer.  Additionally, approximately $15,000 was paid on Mr. Braverman’s behalf for vehicle leasing and insurance expense in each of years 2010 and 2009.  At December 31, 2010, we owe Mr. Braverman approximately $240,000.





Our Majority Shareholder





Royal HTM Group, Inc., a Canadian company owned and controlled by Messrs Birshtein and Braverman, is our majority shareholder and renders certain business development services to us.  During each of 2010 and 2009 we accrued $120,000 for such services.





During 2009 Royal HTM Group lent us $219,000 to cover on-going expenses and advanced $200,000 on our behalf.  In 2009 Royal HTM Group lent us $212,000 to cover on-going operating expenses and advanced $312,000 on our behalf.





As of December 31, 2010, we owe Royal HTM Group approximately $3,023,000. Such amount is non-interest bearing and is due on demand.





ITEM 13.
PRINCIPAL ACCOUNTANT FEES AND SERVICES





Paritz & Company, P.A. (“Paritz”) serves as our principal accountant.  In 2010, Paritz billed us $25,500 for audit and review fees and $2,750 for tax return preparation and related fees.  In 2009, Paritz billed us $25,500 for audit and review fees and $2,500 for tax return preparation and related fees.





Our Board of Directors approves the engagement of an accountant to render all audit and non-audit services prior to the engagement of the accountant based upon a proposal by the accountant of estimated fees and scope of the engagement. Our Board of Director’s has received the written disclosure and the letter from Paritz required by Independence Standards Board Standard No. 1, as currently in effect, and has discussed with Paritz their independence.





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ITEM 14.
EXHIBITS





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





Exhibit

Document3.1

Articles of Incorporation (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 000-28144).3.2

By-laws (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 28144).21

Subsidiary of the Registrant.23

Consent of Independent Auditors31.1

Chief Executive Officer Certification31.2

Chief Financial Officer Certification32.1

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2

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





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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 3rd day of April, 2011.





TRIMOL GROUP, INC.By:
/s/ Boris BirshteinName:
Boris BirshteinTitle:
Chief Executive Officer and Chairman of the Board of DirectorsBy:
/s/ Jack BravermanName:
Jack BravermanTitle:
Chief Financial Officer and Director





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





By:
/s/ Boris Birshtein

Date:  April 3, 2011Name:
Boris BirshteinTitle:
Chief Executive Officer and Chairman of the Board of DirectorsBy:
/s/ Jack Braverman

Date:  April 3, 2011Name:
Jack BravermanTitle:
Chief Financial Officer and Director





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