U.S. SECURITIES AND
EXCHANGE COMMISSION                                                        Washington,
D.C. 20549 Form 10-QSB QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004. Commission file
number:  000-26971 TRIMOL GROUP, INC.(Exact Name of Small Business Issuer as it appears in
its charter) DELAWARE
                                   (State or other Jurisdiction of Incorporation or
Organization) 13-3859706
                                                (I.R.S. Employer Identification No.) 1285 Avenue of the
Americas, 35th Floor New York, New York 10019(Address of principal executive offices) (212) 554-4394
                                                    (Issuers Telephone Number) As of September 30, 2004, there were
100,472,328 issued and outstanding shares of the Companys common stock. Transitional Small Business
Disclosure Format (Check one): |_| Yes      |X| No Accelerated filer as defined in Rule
12b-2 of the Securities Act of 1934.  |_| Yes    |X| No   TRIMOL GROUP, INC.


FORM 10-QSB QUARTERLY
REPORTFor the period ended September 30, 2004



TABLE OF CONTENTS


PART I - FINANCIAL INFORMATIONITEM 1.
     
     FINANCIAL STATEMENTS
     
     3INDEPENDENT ACCOUNTANTS REVIEW REPORT
     4CONSOLIDATED BALANCE SHEET
     5CONSOLIDATED STATEMENT OF OPERATIONS
     6CONSOLIDATED STATEMENT OF CASH FLOWS
     7NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     8ITEM 2.
     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATION
     11ITEM 3.
     CONTROLS AND PROCEDURES
     15PART II - OTHER INFORMATIONITEM 1.
     LEGAL PROCEEDINGS
     16ITEM 2.
     CHANGES IN SECURITIES
     16ITEM 3.
     DEFAULTS UPON SENIOR SECURITIES
     16ITEM 4.
     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     16ITEM 5.
     OTHER INFORMATION
     16ITEM 6.
     EXHIBITS AND REPORTS ON FORM 8-K
     17SIGNATURES
     182




PART I - FINANCIAL
INFORMATION





ITEM 1.
FINANCIAL
STATEMENTSCONSOLIDATED
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 20043




INDEPENDENT ACCOUNTANTS REVIEW
REPORT


To the Board of Directors and
Shareholders of Trimol Group, Inc.


We have reviewed the accompanying
consolidated balance sheet of Trimol Group, Inc. (the Company) as of September 30, 2004
and the related consolidated statements of operations and cash flows for the nine and
three month periods ended September 30, 2004 and 2003. These financial statements are the
responsibility of the Companys management.


We conducted our review in
accordance with standards established by the American Institute of Certified Public
Accountants. A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the objective of
which is to express an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.


Based on our review, we are not
aware of any material modifications that should be made to the consolidated financial
statements referred to above for them to be in conformity with generally accepted
accounting principles.



Paritz & Company, P.A.
Hackensack, New Jersey
Date: November 2, 20044




TRIMOL GROUP, INC.


CONSOLIDATED BALANCE SHEET


September 30, 2004
(Unaudited)
     
     December 31, 2003
(Audited)ASSETSCurrent assets:Cash
     $27,000
        
     $20,000Accounts receivable
     395,000
        
     380,000Prepaid expenses
     
        
     32,000TOTAL CURRENT ASSETS
     422,000
        
     432,000Property and equipment, net
     199,000
        
     151,000TOTAL ASSETS
     $621,000
        
     $583,000LIABILITIESCurrent liabilities:Trade accounts payable
     $121,000
        
     $113,000Accrued expenses
     524,000
        
     198,000Current portion of payables to related parties
     808,000
        
     737,000TOTAL  CURRENT LIABILITIES
     1,453,000
        
     1,048,000PAYABLES TO RELATED PARTIES
     
        
     295,000SHAREHOLDERS DEFICIENCY
     (832,000
        )
     (760,000
        )TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY
     $621,000
        
     $583,000The accompanying notes are an
integral part of the financial statements


5




TRIMOL GROUP, INC.


CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)


NINE MONTHS ENDED
     
     THREE MONTHS ENDEDSEPTEMBER 30,
2004
     
     SEPTEMBER 30,
2003
     
     SEPTEMBER 30,
2004
     
     SEPTEMBER 30,
2003REVENUES
     
     
     $3,398,000
        
     $3,108,000
        
     $1,224,000
        
     $1,192,000OPERATING EXPENSES:Cost of revenues
     1,042,000
        
     962,000
        
     382,000
        
     378,000Marketing and promotion
     939,000
        
     802,000
        
     354,000
        
     342,000Research and development
     
        
     170,000
        
     
        
     Other operating expenses
     1,489,000
        
     1,136,000
        
     483,000
        
     462,000TOTAL OPERATING EXPENSES
     3,470,000
        
     3,070,000
        
     1,219,000
        
     1,182,000NET INCOME (LOSS)
     $(72,000
        )
     $38,000
        
     $5,000
        
     $10,000Net income (loss) per share (basic and diluted)
     (.0007
        )
     .0004
        
     .00005
        
     .0001WEIGHTED AVERGE NUMBER OF SHARES OUTSTANDING
     100,472,328
        
     101,139,000
        
     100,472,328
        
     101,139,000The accompanying notes are an
integral part of the financial statements


6




TRIMOL GROUP, INC.


CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)


Nine Months Ended September 30,2004
     
     2003CASH FLOWS FROM OPERATING ACTIVITIES:NET INCOME (LOSS)
     $(72,000
        )
     $38,000ADJUSTMENTS TO RECONCILE NET INCOME(LOSS) TO NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITIES:Depreciation of property and equipment
     36,000
        
     16,000Stock based compensation
     
        
     52,000CHANGES IN ASSETS AND LIABILITIES:Accounts receivable
     (15,000
        )
     (53,000
        )Prepaid expenses
     32,000
        
     8,000Accounts payable
     8,000
        
     7,000Accrued expenses
     326,000
        
     (76,000
        )NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITIES
     315,000
        
     (8,000
        )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of property and equipment
     (84,000
        )
     NET CASH USED IN INVESTING ACTIVITIES
     (84,000
        )
     CASH FLOW FROM FINANCING ACTIVITIES:Net repayment of loans to related parties
     (224,000
        )
     (20,000
        )NET CASH USED IN FINANCING ACTIVITIES
     (224,000
        )
     (20,000
        )INCREASE (DECREASE) IN CASH
     7,000
        
     (28,000
        )CASH - BEGINNING OF PERIOD
     20,000
        
     49,000CASH - END OF PERIOD
     $27,000
        
     $21,000Supplemental disclosures of cash flow information:Interest paid
     $
        
     $Income taxes paid
     $1,000
        
     $1,000The accompanying notes are an
integral part of the financial statements


7




TRIMOL GROUP, INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS



NOTE 1 - BASIS OF PRESENTATION


The unaudited consolidated financial
statements of Trimol Group, Inc. (the Company) as of September 30, 2004 and for the
nine and three month periods ended September 30, 2004 and 2003 included herein have been
prepared on the same basis as those of the Companys Annual Report on Form 10-KSB for the
year ended December 31, 2003. In the opinion of management, all adjustments (consisting
only of those which are normal and recurring) necessary for a fair presentation of such
financial statements have been included.


The results of operations for
interim periods are not necessarily indicative of the results to be expected for a full
fiscal year.


Certain financial information that
is normally included in annual financial statements prepared in accordance with generally
accepted accounting principles, but is not required for interim reporting purposes, has
been condensed or omitted.


The accompanying unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Companys Annual
Report on Form 10-KSB for the year ended December 31, 2003.


NOTE 2 - OPERATIONS


The Company owns all of the
outstanding shares of Intercomsoft Limited (Intercomsoft), a non-resident Irish company
which provides proprietary technology, equipment and auxiliary materials used in the
production of secure essential government documents such as passports, drivers licenses
and ID cards pursuant to an agreement for such proprietary technology which expires in
less than two years. As of the end of the third quarter of 2004, Intercomsoft is the
Companys only operating entity.


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


NOTE 3-RISKS AND UNCERTAINTIES


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


(a) Intercomsofts only customer is
the Government of the Republic of Moldovas Ministry of Economics. Moldova is a former
Republic of the Soviet Union and the political and economic situation of such Republic
has historically been unstable. Should the Government of the Republic of Moldova default
under the Contract referred to in Note 5 or discontinue the use of Intercomsofts
services under such Contract, the Company would likely have limited recourse. If for any
reason (or for no reason) the Contract was terminated, the terms were materially or
adversely amended, or business reduced, such event would have a material adverse effect
on Intercomsoft. The Contract expires in less than two years.


8



(b) Through a joint venture with
Aluminum-Power, Inc. (API), the Companys majority shareholder, the Company pursued
research and development of its aluminum-air fuel cell technology for two years. Such
research and development was suspended in the second quarter of 2003 until such time, if
any, as the Company is able to obtain financing to proceed with such efforts as
additional capital will be required in order to further develop this technology before it
can be commercially exploited. There can be no assurance that additional financing will
be available on commercially reasonable terms or at all. If adequate funds are not
available, or are not available on acceptable terms, the Company will not be able to
further develop the technology. Such inability to obtain additional financing when needed
will have a negative impact on the Company. If additional funds are raised through the
issuance of equity or convertible debt securities, the percentage ownership of the
existing shareholders will be reduced, and the holders of such securities may have
rights, preferences and privileges senior to those of the holders of shares of the
Companys common stock.


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



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


NOTE 4 - RELATED PARTY TRANSACTIONS
AND BALANCES


At September 30, 2004, amounts
payable to related parties consist of accrued compensation due to the Companys Chairman
of the Board. Of this amount $393,000 is due on demand and $415,000 is due on April 1,
2005 (or earlier upon the occurrence of certain agreed upon specific events).


NOTE 5-COMMITMENTS AND GENERAL
COMMENTS


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


In February 2000, the Company issued
warrants to purchase 1,400,000 shares of its common stock to three officers. One of such
warrants entitling the holder to purchase up to 400,000 shares was canceled on January
28, 2003. The remaining warrants may be exercised for a period expiring February 27,
2005, at an exercise price of $.50 per share and contain anti-dilution provisions.


On September 5, 2002 the Company
issued 1,000,000 shares of its common stock to two of its officers for services to be
rendered from September 1, 2002 to August 31, 2003 pursuant to a letter agreement entered
into with each of such officers. These shares were valued at $78,000, the fair market
value of the Companys common stock on the date of issuance, and amortized over the life
of the agreements. These officers resigned from the Company in May 2003, therefore, the
unamortized amount was expensed during the second quarter of 2003. As of December 31,
2003, 666,672 of such shares were returned and canceled.


9




During the three month period ended
September 30, 2004, the Company cancelled 200,000 options to purchase its common stock.
There were no options issued during the three and nine months ended September 30, 2004.
As of September 30, 2004, the total options outstanding were 4,820,000, of which
2,470,000 were issued pursuant to the Companys 2001 Omnibus Plan, as amended.


NOTE 6 - SEGMENT INFORMATION


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


Intercomsoft
     
     Research and
Development
     
     Corporate and
Administrative
     
     TotalNINE MONTHS ENDED SEPTEMBER 30, 2004Net sales
     $3,398,000
        
     $
        
     $
        
     $3,398,000Operating expenses
     2,090,000
        
     
        
     1,380,000
        
     3,470,000Net income (loss)
     $1,308,000
        
     $
        
     $(1,380,000
        )
     $(72,000
        )NINE MONTHS ENDED SEPTEMBER 30, 2003Net sales
     $3,108,000
        
     $
        
     $
        
     $3,108,000Operating expenses
     1,856,000
        
     170,000
        
     1,044,000
        
     3,070,000Net income (loss)
     $1,252,000
        
     $(170,000
        )
     $(1,044,000
        )
     $38,000THREE MONTHS ENDED SEPTEMBER 30, 2004Net sales
     $1,224,000
        
     $
        
     $
        
     $1,224,000Operating expenses
     774,000
        
     
        
     445,000
        
     1,219,000Net income (loss)
     $450,000
        
     $
        
     $(445,000
        )
     $5,000THREE MONTHS ENDED SEPTEMBER 30, 2003Net sales
     $1,192,000
        
     $
        
     $
        
     $1,192,000Operating expenses
     748,000
        
     
        
     434,000
        
     1,182,000Net income (loss)
     $444,000
        
     $
        
     $(434,000
        )
     $10,00010




ITEM 2.  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 operation should be read in
conjunction with our unaudited consolidated financial statements and notes thereto
contained elsewhere in this report.


PLAN OF OPERATION


General


We
operate Intercomsoft, Ltd. (Intercomsoft), a wholly owned subsidiary acquired by us in
the second quarter of 1998. Intercomsoft is a technology-intensive company engaged in the
operation of a computerized photo identification and database management system utilized
in the production of a variety of secure essential government identification documents
such as passports, drivers licenses, national identification documents and other such
forms of essential personal identification. Other potential applications of the
technology include police and military use, access control, high security identification
and government and corporate identification products, among many others. In addition, the
technology has potential applications for national population database management, border
control and vehicle tracking, immigration management and smart card applications for both
business and government such as retirement benefit plans and health, welfare, insurance
and social security programs.


Intercomsoft
utilizes a technology, the rights to which it acquired from Supercom, Ltd., an Israeli
corporation, pursuant to a Sales Agreement dated August 25, 1995, as amended, with an
initial term of ten (10) years and an automatic ten (10) year extension, unless either
party submits a written notification of termination prior to the expiration of the
initial ten (10) year term.


Although
it is interested in developing other opportunities, Intercomsofts only customer at
present, and since 1996, is the Government of the Republic of Moldova, pursuant to a ten
(10) year agreement awarded to it in April 1996 by the Ministry of Economics, Republic of
Moldova, to provide a National Register of Population and a National Passport System.
Under the terms of this agreement, Intercomsoft supplies all of the equipment,
technology, software, materials and consumables utilized by the Government for the
production of all national passports, drivers licenses, vehicle permits, identification
cards and other government authorized identification documents in the Republic of
Moldova. If and to the extent that other such opportunities are presented to us in the
future, we will be required to obtain substantial capital in order to pursue any such
opportunities. There can be no assurances that such capital, if and when needed, will be
available to us.


We
currently derive all of our revenues and income pursuant to Intercomsofts agreement with
the Government of the Republic of Moldova. The Republic of Moldova has historically been
unstable and we would have limited recourse should the Government default under the
agreement or discontinue use of Intercomsofts services provided for under the agreement.
If for any reason (or for no reason) such agreement was terminated, the terms were
materially amended, or business reduced, such event would have a material adverse effect
on us. Currently, the Government has the right to terminate the agreement in less than
two years.


11




In
addition, in the first quarter of 2001, we acquired certain rights from Aluminum-Power,
Inc. (Aluminum-Power), our majority shareholder, to an aluminum-air fuel cell
technology for use in portable consumer electronic products and devices such as cellular
telephones and laptop computers. Since the acquisition of such rights and through the
second quarter of 2003, we funded research, development and marketing efforts for such
technology as well as patent prosecution. In the second quarter of 2003, after the
expenditure of in excess of $1,000,000 on research and development, we suspended such
efforts as management concluded that, due to the enormous costs involved in this effort,
continued research and development was not justified at this time.


RESULTS OF OPERATIONS


General


During
the three and nine month periods ended September 30, 2004, our operations consisted
solely of the activities of Intercomsoft.


As
more fully described above, Intercomsoft currently operates in and derives its revenues
solely from services performed for the Government of the Republic of Moldova pursuant to
an agreement with such Government. The uncertain economy and political instability in the
Republic of Moldova could result in the termination or loss of such agreement, thereby
having a material adverse effect on us.


Comparison of Three
Months Ended September 30, 2004 to Three Months Ended September 30, 2003


During
the three months ended September 30, 2004, we had revenues resulting solely from
Intercomsofts production of government documents in the Republic of Moldova of
approximately $1,224,000 as compared to $1,192,000 for the same period in 2003, an
increase of approximately 3%.


During
the three months ended September 30, 2004, Intercomsofts costs associated with
generating these revenues were $382,000 or 31% of revenues, as compared to $378,000, or
32% of revenues, for the same period in 2003. This resulted in gross profit for
Intercomsoft of approximately $842,000 for the three month period ended September 30,
2004 as compared to $814,000 for the same period in 2003, an increase of approximately
3%, which directly corresponds to the 3% increase in revenues in the three month period
ended September 30, 2004 from the comparative period in 2003.


General
and administrative expenses for the three months ended September 30, 2004, were
approximately $483,000, which consisted of $38,000 of Intercomsoft expenses and $445,000
of general corporate and administrative expenses. For the same period in 2003, general
and administrative expenses aggregated approximately $462,000, which consisted of $30,000
of Intercomsoft expenses and $432,000 of general corporate and administrative expenses.


12




Public
relations, marketing and advertising expenses for the three months ended September 30,
2004 were $354,000, compared to $342,000 in the same period in 2003, an increase of
$12,000, or 3%. All of such expenses were related to efforts to expand the use of
Intercomsofts services. The increase in public relations, marketing and advertising
expenses of Intercomsoft resulted from an increase in commissions and fees paid pursuant
to various marketing agreements, which are based on revenue generated in the period.


We
had net profit from operations of approximately $5,000 for the three month period ended
September 30, 2004, as compared to a net profit of approximately $10,000 for the same
period in 2003, which resulted from all of the reasons set forth above.


Comparison of Nine
Months Ended September 30, 2004 to Nine Months Ended September 30, 2003


During
the nine months ended September 30, 2004, we had revenues resulting solely from
Intercomsofts production of government documents in the Republic of Moldova of
approximately $3,398,000 as compared to $3,108,000 for the same period in 2003, an
increase of approximately 9%.


During
the nine months ended September 30, 2004, Intercomsofts costs associated with generating
these revenues were $1,042,000, or 31% of revenues, as compared to $962,000, or 31% of
revenues, for the same period in 2003. This resulted in gross profit for Intercomsoft of
$2,356,000 for the nine month period ended September 30, 2004 as compared to $2,146,000
for the same period in 2003, an increase of approximately 10%, which amount corresponds
to the 9% increase in revenues in the nine month period ended September 30, 2004 for the
comparative period in 2003.


General
and administrative expenses for the nine months ended September 30, 2004, were
approximately $1,489,000, which consisted of $109,000 of Intercomsoft expenses and
$1,380,000 of general corporate and administrative expenses. For the same period in 2003,
general and administrative expenses aggregated approximately $1,136,000, which consisted
of $93,000 of Intercomsoft expenses and $1,043,000 of general corporate and
administrative expenses. Although certain cost cutting measures implemented by us
resulted in a significant reduction in general and administrative expenses, travel
expenses in the nine month period ended September 30, 2004 relating to potential
corporate development opportunities for Intercomsoft, accounted for the increase from the
comparative period in 2003.


Public
relations, marketing and advertising expenses for the nine months ended September 30,
2004 were $939,000 compared to $802,000 in the same period in 2003, an increase of
$137,000, or 17%. All of such expenses were related to efforts to expand the use of
Intercomsofts services. The increase in public relations, marketing and advertising
expenses of Intercomsoft resulted from an increase in commissions and fees paid pursuant
to various marketing agreements, which are based on revenue generated in the period.


13




Beginning
in the first quarter of 2001, we began our research and development program in connection
with the aluminum-air fuel cell technology acquired by us in such period, together with
our majority shareholder Aluminum-Power. In the second quarter of 2003, together with
Aluminum-Power, we suspended such research and development efforts. There were no
research and development expenses for the nine month period ended September 30, 2004, as
compared to $170,000 for the same period in 2003. The lack of research and development
expenses in 2004 resulted from the discontinuance of our research and development efforts
in the 2nd quarter of 2003.


We
had a net loss from operations of approximately $72,000 for the nine month period ended
September 30, 2004, as compared to net income of approximately $38,000 for the same
period in 2003 which resulted from all of the reasons set forth above.


Liquidity & Capital
Resources


At
September 30, 2004, we owed Boris Birshtein, our Chairman of the Board, $808,000 in
unpaid compensation due to him pursuant to his employment agreement with us. Of this
amount, $393,000 is due on demand, and $415,000 is due on April 1, 2005 (or earlier upon
the occurrence of certain agreed upon specific events).


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


We
believe that our operating expenses will not decrease during the fiscal year ending
December 31, 2004, notwithstanding the suspension of research and development efforts
relating to our aluminum-air fuel cell technology, due to the anticipated payment of a
portion of our accrued operating expenses.


We
may seek additional funding in an effort to subsidize such future research and
development expenses as well as to fund our efforts to expand the services of
Intercomsoft. Such additional funding may be obtained by bank borrowings, public
offerings, or private placements of our equity or debt securities, loans from
shareholders, or a combination of the foregoing. However, there can be no assurances that
additional financing will be available or, if available, that it will be available on
terms that are acceptable to us


CAUTIONARY STATEMENT
RELATING TO FORWARD LOOKING STATEMENTS


This
Quarterly Report on Form 10-QSB contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act, as amended, which are intended to be covered by the safe harbors created
thereby. Investors are cautioned that all forward-looking statements involve risk and
uncertainty. Although we believe that the assumptions underlying all forward looking
statements are reasonable, any assumptions could be inaccurate, and therefore, there can
be no assurance that these statements will prove to be accurate. In light of these
uncertainties inherent in forward-looking statements, the inclusion of such information
should not be regarded as a representation by us, or anyone affiliated with us, that our
objectives and plans will be achieved.


14




ITEM 3.  CONTROLS AND
PROCEDURES



Based
upon their evaluation of our internal controls, disclosure controls and procedures within
90 days of the filing of this report, our Chief Executive Officer and Chief Financial
Officer have concluded that the effectiveness of such controls and procedures is
satisfactory. Further, there were no significant changes in our internal controls or in
any other factors that could significantly affect those controls subsequent to the date
of their evaluation.


15




PART II - OTHER
INFORMATION





ITEM 1.  LEGAL
PROCEEDINGS


None.





ITEM 2.  CHANGES IN
SECURITIES


During
the three month period ended September 30, 2004, we cancelled 200,000 options to purchase
our common stock. There were no options issued during the three and nine month period
ended September 30, 2004. As of September 30, 2004, the total options outstanding were
4,820,000, of which 2,470,000 were issued pursuant to our 2001 Omnibus Plan, as amended.





ITEM 3.  DEFAULTS UPON
SENIOR SECURITIES


None.





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


None.




ITEM 5.  OTHER
INFORMATION


The
employment agreement between us and Boris Birshtein, our Chairman of the Board of
Directors, expired on December 31, 2003 and was not renewed. Pursuant to a letter
agreement dated March 10, 2004 between us and Mr. Birshtein, 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. Such
letter agreement provides Mr. Birshtein with, among other things, a base annual salary of
$276,450.


On
January 21, 2004, we accepted the resignation of Shmuel Gurfinkel as our Chief Financial
Officer and a member of our Board of Directors and appointed Jack Braverman to fill the
vacancy on the Board of Directors caused by Mr. Gurfinkels resignation and also
appointed Mr. Braverman to serve as our Chief Financial Officer.


Our
By-Laws provide for not less than three and not more than fifteen directors. As of
September 30, 2004, our Board of Directors was comprised of Boris Birshtein, Chairman,
Yuri Benenson, Jack Braverman and Walter Perchal.


16




ITEM 6.  EXHIBITS AND
REPORTS ON FORM 8-K



(a)
The exhibits listed below are filed as part of this Quarterly Report for the period ended
September 30, 2004.


Exhibit No.
Document31.1
Chief
Executive Officer Certification31.2
Chief
Financial Officer Certification32.1
Chief
Executive Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to
Section 906 of the          Sarbanes-Oxley Act of 2002.32.2
Chief
Financial Officer Certification pursuant to18.U.S.C. Section 1350 as adopted pursuant to
Section 906 of the          Sarbanes-Oxley Act of 2002.(b)
              There were no Reports on Form 8-K filed during the three month period ended
September 30, 2004.


17




SIGNATURES


In
accordance with the requirements of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



TRIMOL GROUP, INC.Date: November 12, 2004
        By: /s/ Yuri Benenson

Name:   Yuri Benenson
Title:    Chief Executive OfficerBy: /s/ Jack Braverman

Name:   Jack Braverman
Title:    Chief Financial Officer18