U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





FOR THE QUARTERLY PERIOD ENDED





June 30, 2009








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)





Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No  ̈





Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes  ̈  No  ̈





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  Large accelerated filer  ̈ Accelerated filer  ̈ Non-accelerated
filer  ̈ Small reporting company x





Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yes  ̈  No x





As of August 17, 2009, there were 79,472,328 issued and outstanding shares of the Registrant’s common stock.










TRIMOL GROUP, INC.





FORM 10-Q





QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2009





TABLE OF CONTENTS








PART I -  FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS
3CONSOLIDATED BALANCE SHEET
4CONSOLIDATED STATEMENT OF OPERATIONS
5CONSOLIDATED STATEMENT OF CASH FLOWS
6NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
11ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT  MARKET RISK
14ITEM 4.

CONTROLS AND PROCEDURES
14PART II -  OTHER INFORMATIONITEM 1.

LEGAL PROCEEDINGS
16ITEM 1A

RISK FACTORS
17ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
17ITEM 3.

DEFAULTS UPON SENIOR SECURITIES
17ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
17ITEM 5.

OTHER INFORMATION
17ITEM 6.

EXHIBITS
18SIGNATURES
19


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PART I - FINANCIAL INFORMATION








ITEM 1.
FINANCIAL STATEMENTS








CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2009


3
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TRIMOL GROUP, INC.





CONSOLIDATED BALANCE SHEETJune 30, 2009


December 31, 2008(Unaudited)


(Audited)ASSETSCurrent assets:Cash

$
3,000


$
4,000TOTAL CURRENT ASSETS


3,000



4,000TOTAL ASSETS

$
3,000


$
4,000LIABILITIESCurrent liabilities:Due to related parties

$
3,204,000


$
2,735,000Accrued expenses


1,196,000



1,196,000TOTAL  CURRENT LIABILITIES


4,400,000



3,931,000SHAREHOLDERS’ DEFICIENCY


(4,397,000
)


(3,927,000
)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

$
3,000


$
4,000









The accompanying notes are an integral part of the financial statements


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TRIMOL GROUP, INC.





CONSOLIDATED STATEMENT OF OPERATIONS


(UNAUDITED)SIX MONTHS ENDED


THREE MONTHS ENDEDJune 30, 2009


June 30, 2008


June 30, 2009


June 30, 2008REVENUES

$
-


$
-





$
-OPERATING EXPENSES


470,000



507,000



263,000



262,000NET LOSS

$
(470,000
)

$
(507,000
)

$
(263,000
)

$
(262,000
)Net loss per share (basic and diluted)


(.006
)


(.005
)


(.003
)


(.002
)WEIGHTED AVERGE NUMBER OF SHARES OUTSTANDING


79,472,328



100,472,328



79,472,328



100,472,328









The accompanying notes are an integral part of the financial statements


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TRIMOL GROUP, INC.





CONSOLIDATED STATEMENT OF CASH FLOWS


(UNAUDITED)Six Months Ended June 30,2009


2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(470,000
)

$
(507,000
)ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED IN OPERATING ACTIVITIES:Depreciation of property and equipment


-



17,000CHANGES IN ASSETS AND LIABILITIES:Accrued expenses


-



17,000NET CASH USED IN OPERATING ACTIVITIES


(470,000
)


(473,000
)CASH FLOW FROM FINANCING ACTIVITIES:Proceeds of loans from related parties


469,000



474,000NET CASH PROVIDED BY FINANCING ACTIVITIES


469,000



474,000INCREASE (DECREASE) IN CASH


(1,000
)


1,000CASH – BEGINNING OF PERIOD


4,000



4,000CASH – END OF PERIOD

$
3,000


$
5,000









The accompanying notes are an integral part of the financial statements


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TRIMOL GROUP, INC.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 - BASIS OF PRESENTATION





The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating to smaller reporting companies.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six month periods ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ended December 31, 2009.





The balance sheet at June 30, 2009 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.





For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission.





NOTE 2 – GOING CONCERN





The Company does not have any current operations that generate revenue and did not generate any revenue in year 2009 to date, nor in years 2008 or in 2007.  Further, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by approximately $4,397,000. 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 – OPERATIONS





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 5, the Company is pursuing certain legal action related to the operation of Intercomsoft and since April 2006 has not generated any revenue from business operations.




Additionally, as more detailed in Note 4, until May 30, 2008, the Company had an exclusive worldwide license to an aluminum-air fuel cell technology solely for use with portable consumer electronic devices, all rights and title to certain technology relating to aluminum-air fuel cells, and the design and know-how to a converter designed
and developed by a related company.  However, the Company ceased development of this technology in 2003.




NOTE 4 – TERMINATION AGREEMENT





On May 30, 2008 the Company entered into a termination agreement (the “Termination Agreement”) with Aluminum Power Inc. (API), the Company’s majority shareholder at that time, which is 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 Royal HTM Group, Inc, a company also beneficially owned and controlled by the Company’s Chairman of the Board, cancelled $400,000 of the Company’s indebtedness to it. The forgiveness of debt was accounted for as a credit to additional paid in capital on the consolidated balance
sheet as of September 30, 2008.


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In addition, the Company entered into an amendment of the Termination Agreement dated as of July 9, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, API transferred 21,000,000 shares of the Company’s common stock owned by it to the Company as further consideration in connection with the Termination Agreement,
to be utilized by the Company solely in connection with certain acquisitions that the Company is currently exploring. The Amendment provides that in the event that the Company does not conclude any of such acquisitions by December 31, 2008, API has the right to require the Company to reconvey such 21,000,000 shares to it for an aggregate purchase price of $1,000. A further Amendment No. 2 to the Termination Agreement dated as of September 24, 2008, extended the December 31, 2008 reconveyance date to September
23, 2009.  Such transaction reduced the number of issued and outstanding shares by 21,000,000 resulting in a total of 79,472,328 issued and outstanding shares.





NOTE 5 - RISKS AND UNCERTAINTIES





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





The Company has no current source of revenue.





The Company had no source of revenue for the three or six month period ended June 20, 2009, nor did it have any source of revenue in the years ended December 31, 2008 and December 31, 2007.





The Company has commenced a legal action against the Government of Moldova.





On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva, Switzerland 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 in accordance with the terms of the Supply Agreement.  Although Intercomsoft performed all of its obligations and responsibilities under the Supply Agreement during its ten year term without objection by the Moldovan defendants, the Moldova Defendants nevertheless interposed counterclaims against Intercomsoft in amounts totaling $30 million. Intercomsoft
has denied any wrongdoing and contested the counterclaims.





The Moldovan Defendants contested the action and objected to the ICC’s jurisdiction to hear the arbitration.  Hearings were held before an ICC Arbitral Tribunal in Switzerland on the jurisdictional issue.  By Final Award of the ICC dated July 30, 2008, the Arbital Tribunal declined jurisdiction over the arbitration.  In
addition, the Final Award also assessed costs and fees against Intercomsoft in the amount of $635,000.  The Final Award relates to costs and fees of the arbitration only and is not a determination on the merits of the action.





On March 25, 2009, Intercomsoft filed a request in the court of the first instance in Geneva Switzerland for the appointment of an arbitration tribunal.  A hearing has been scheduled for October 19, 2009.





In addition, the Moldova Defendants have commenced an action before the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova (“Moldovan Arbitration Court”), claiming that it is the proper body to administer any arbitration between the parties.  The
claims asserted in the current action are the same claims asserted by the Moldovan Defendants in the ICC arbitration. Intercomosoft has objected to the Jurisdiction of the Moldovan Arbitration Court.  There have been no hearings in such arbitration.





There can be no assurance as to the outcome of such arbitration proceedings and actions.





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.


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NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES





Transactions


Six Months Ended June 30,2009


2008Compensation and related expenses to Chairman (1)

$
149,000


$
159,000Cash advance from Royal HTM Group  (2)


54,000



95,000Cash advances in the form of direct payment of expenses by Royal HTM Group  (2)


217,000



159,000Business development services  (2)


60,000



60,000$
480,000


$
473,000








1)
Mr. Boris Birshtein serves as the Company’s Chairman of the Board of Directors (the “Chairman”) on a month-to-month basis. Additionally, on May 1, 2009, he was appointed as the Company’s Chief Executive Officer.





2)
Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by the Chairman, renders certain business development services to the Company and is the Company’s majority shareholder. Royal HTM Group has advanced approximately $2,100,000 as of June 30, 2009 to, or on behalf of the Company, to fund its expenses.








Balances





As of June 30, 2009 payables to related parties consist of the following:





Amount due to the Chairman and a company owned and controlled by such individual.

$
2,177,000Accrued compensation due to the Chairman.


1,027,000$
3,204,000





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




NOTE 7-STOCK COMPENSATION PLANS





During the three and six months ended June 30, 2009, the Company did not issue any options to purchase its common stock, nor were any options or warrants cancelled or exercised.  As of June 30, 2009 the total options outstanding were 6,870,000, of which 3,870,000 were issued pursuant
to the 2001 Omnibus Plan, as amended.


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NOTE 8 - SEGMENT INFORMATION





The Company’s operations are classified into two reportable segments.  The segments consist of Intercomsoft, and general and administrative expenses incurred for corporate purposes.





THREE MONTHS ENDED JUNE 30, 2009


Intercomsoft


Corporate and
Administrative


TotalNet sales

$
-


$
-


$
-Operating expenses


-



263,000



263,000Net loss

$
-


$
(263,000
)

$
(263,000
)








THREE MONTHS ENDED JUNE 30, 2008


Intercomsoft


Corporate and
Administrative


TotalNet sales

$
-


$
-


$
-Operating expenses


9,000



253,000



262,000Net loss

$
( 9,000
)

$
(253,000
)

$
(262,000
)








SIX MONTHS ENDED JUNE 30, 2009


Intercomsoft


Corporate and
Administrative


TotalNet sales

$
-


$
-


$
-Operating expenses


-



470,000



470,000Net loss

$
-


$
(470,000
)

$
(470,000
)








SIX MONTHS ENDED JUNE 30, 2008


Intercomsoft


Corporate and
Administrative


TotalNet sales

$
-


$
-


$
-Operating expenses


17,000



490,000



507,000Net loss

$
(17,000
)

$
(490,000
)

$
(507,000
)


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ITEM2.
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 Annual Report on Form 10-K for the year ended December 31, 2008, as well as our unaudited consolidated financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.  Such
statements are subject to risks and uncertainties that could cause actual results to differ materially from those described. We expressly disclaim any obligation or undertaking to update these statements in the future.





OPERATIONS





Business Development





From 1998 and through April 2006 we operated our wholly-owned subsidiary Intercomsoft Limited, a company established to operate a computerized photo identification and database management system.





Additionally, until May 30, 2008, we had an exclusive worldwide license to a mechanically rechargeable aluminum-air fuel cell technology for use with portable consumer electronic devices, a technology that we acquired in January 2001 but had discontinued efforts to develop in 2003.





However, other than certain legal actions related to Intercomsoft’s Supply Agreement as more detailed in Part II Item 1 of this report entitled Legal Proceedings,although we are seeking other opportunities, we are not currently engaged in any  business operations or
activities.





Intercomsoft Ltd.





Intercomsoft, Ltd. was established to operate a computerized photo identification and database management system utilized in the production of secure essential government identification documents such as passports, driver’s licenses, national identification documents and other such forms of essential personal identification.





Intercomsoft’s only customer since inception was the Government of the Republic of Moldova, pursuant to a ten (10) year Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) entered into in April 1996.  The Supply Agreement expired in April 2006 and was not renewed.





We are currently involved in legal actions in connection with the Supply Agreement, as set forth in detail in Part II Item 1 of this Report entitled Legal Proceedings.


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Aluminum-Air Fuel Cell Technology





In January 2001 we acquired an exclusive worldwide license to a mechanically rechargeable aluminum-air fuel cell technology solely for use with portable consumer electronic devices, all rights and title to a certain technology relating to aluminum-air fuel cells and the design and know how to a converter designed and developed by Aluminum-Power,
Inc. (“Aluminum Power”), our majority shareholder at that time, an entity beneficially owned and controlled by our Chairman of the Board.





As of the second quarter of 2003 we discontinued our research and development efforts on such technology and did not actively pursue the development of it since such time.





On May 30, 2008 we entered into a termination agreement (the “Termination Agreement”) with Aluminum Power terminating the Technology Acquisition Agreement and the Research and Development Agreement entered into by us and Aluminum Power in 2001. In consideration of the Termination Agreement, Royal HTM Group, Inc, a company beneficially
owned and controlled by the Company’s Chairman of the Board, cancelled $400,000 of our indebtedness to it.





Additionally, we entered into an amendment of the Termination Agreement dated as of July 9, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, Aluminum Power transferred to us 21,000,000 shares of our common stock owned by it as further consideration in connection with the Termination Agreement.  Such shares
are to be utilized by us solely in connection with certain acquisitions that we are currently exploring. The Amendment provided that in the event that we do not conclude any of such acquisitions by December 31, 2008, Aluminum Power has the right to require us to reconvey such 21,000,000 shares to it for a purchase price of $1,000.  A further Amendment No. 2 to the Termination Agreement dated as of September 24, 2008, extended the December 31, 2008 reconveyance date to September 23, 2009.





RESULTS OF OPERATIONS





General





During the three and six month period ended June 30, 2009, our operations consisted solely of administrative activities, activities surrounding exploration of certain acquisitions and those related to pursuing the breach of contract claims against the Republic of Moldova as more fully described in Part II Item 1 herein.





Comparison of Three Month Period Ended June 30, 2009 to June 30, 2008





During the three months ended June 30, 2009, we generated no revenues from operations and similarly generated no revenues in the comparative period in 2008.





Total expenses for the three months ended June 30, 2009, were approximately $263,000, all of which consisted of general corporate and administrative expenses. For the same period in 2008, general and administrative expenses aggregated approximately $262,000, which consisted of $9,000 of Intercomsoft expenses, which were machinery and equipment
depreciation, and $253,000 of which were general and corporate administrative expenses.


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We had a net loss from operations of approximately $263,000 for the three month period ended June 30, 2009, as compared to a net loss of approximately $262,000 for the same period in 2008.





Comparison of Six Month Period Ended June 30, 2009 to June 30, 2008





During the six months ended June 30, 2009, we generated no revenues from operations and similarly generated no revenues in the comparative period in 2008.





Total expenses for the six months ended June 30, 2009, were approximately $470,000, all of which consisted of general corporate and administrative expenses. For the same period in 2008, general and administrative expenses aggregated approximately $507,000, which consisted of $17,000 of Intercomsoft expenses, which were machinery and equipment
depreciation, and $490,000 of which were general and corporate administrative expenses.





We had a net loss from operations of approximately $470,000 for the six month period ended June 30, 2009, as compared to a net loss of approximately $507,000 for the same period in 2008.





Liquidity & Capital Resources





Intercomsoft’s Supply Agreement expired by its terms in April 2006. Moldova failed to pay us for certain amounts due thereunder and our sole source of revenue ended at that time.  For additional information on this matter, see Part II Item 1 of this report entitled Legal Proceedings.





We have not generated any revenue since the first quarter 2006 and have funded our limited operations through loans and advances from our Chairman of the Board and companies owned or controlled by him.





Our assets are nominal and our liabilities currently exceed our assets by $4,397,000. These circumstances, among others, raise substantial doubt about our ability to continue operations.





Off-Balance Sheet Arrangements




We have no off-balance sheet arrangements.





Stock Compensation Plans





There were no options to purchase shares of our common stock cancelled, issued or exercised during the three or six month period ended June 30, 2009.  As of June 30 31, 2009, the total number of shares of our common stock reserved for issuance under options outstanding was 6,870,000, of which options to purchase 3,870,000 shares
were issued pursuant to our 2001 Omnibus Plan, as amended.


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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 Securities and Exchange Commission (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.





ITEM3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





Not applicable.





ITEM 4.
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 Quarterly Report, we carried out, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures to ensure that information
required to be disclosed by us in this Quarterly Report was 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 June 30, 2009, our
Chief Executive Officer and our Chief Financial Officer have concluded that, as of that date, our controls and procedures were not effective for the purposes described above.


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There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended June 30, 2009 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.





Management’s Report on Internal Control over Financial Reporting





Our management 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 June 30, 2009, using the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) Internal Control – Integrated Framework as a basis for our assessment.





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 our 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 our 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.


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As we are not aware of any instance in which we 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 Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
us to provide only management’s report in this Quarterly Report.





PART II - OTHER INFORMATION





ITEM 1.
LEGAL PROCEEDINGS





On September 18, 2006, Intercomsoft commenced an action with the International Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva, Switzerland 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 in accordance with the terms of the Supply Agreement.  Although Intercomsoft performed all of its obligations and responsibilities under the Supply Agreement during its ten year term without objection by the Moldovan Defendants, the Moldova Defendants nevertheless interposed counterclaims against Intercomsoft in amounts totaling $30 million. Intercomsoft has
denied any wrongdoing and contested the counterclaims.





The Moldovan Defendants contested the action and objected to the ICC’s jurisdiction to hear the arbitration.  Hearings were held before an ICC Arbitral Tribunal in Switzerland on the jurisdictional issue.  By Final Award of the ICC dated July 30, 2008, the Arbitral Tribunal declined jurisdiction over the arbitration.  In
addition, the Final Award also assessed costs and fees against Intercomsoft in the amount of $635,000.  The Final Award relates to costs and fees of the arbitration only and is not a determination on the merits of the action.





On March 25, 2009, Intercomsoft filed a request in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal.  A hearing has been scheduled for October 19, 2009.





In addition, the Moldovan Defendants commenced an action before the International Commercial Court of Arbitration attached to the Chamber of Commerce and Industry of the Republic of Moldova, claiming that it is the proper body to administer any arbitration between the parties.  The claims asserted in the current action pending before
the Swiss courts are the same claims asserted by the Moldovan Defendants in the ICC arbitration. Intercomsoft has objected to the jurisdiction of the Moldovan Arbitration Court.  There have been no hearings in such action.





There can be no assurance as to the outcome of such arbitration proceedings and actions.


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Item 1A.
Risk Factors.





For information regarding factors that could affect the Company’s results of operations, financial condition or liquidity, see the risk factors as disclosed in the Company’s most recent Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in the Company’s most recent
Annual Report on Form 10-K.





ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None





ITEM3.
DEFAULTS UPON SENIOR SECURITIES





None.





ITEM4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM5.
OTHER INFORMATION





On May 1, 2009, the Company amended its By Laws providing for, among other things, a Board of Directors that consists of not less than two, but not more than fifteen members.  Additionally, on May 1, 2009 the Company established a Code of Ethics establishing general guidelines for conducting the Company’s business consistent
with the highest standards of business ethics.





On May 1, 2009, Yuri Benenson and Walter Perchal resigned as members of the Company’s Board of Directors.   Additionally, on such date, Mr. Benenson resigned as the Company’s Chief Executive Officer.  Boris Birshtein, the Company’s Chairman of the Board, was appointed as the Company’s Chief
Executive Officer effective with Mr. Benenson’s resignation.





Related Party Transactions





During the three month period ended June 30, we accrued an aggregate of $69,000 ($23,000 per month) in compensation and $5,400 ($1,800 per month) in expenses due to Boris Birshtein related to his performance as our Chairman of the Board.  For the six month period ended June 30, 2009 we accrued an aggregate of $138,000 in compensation
and $10,800 in expenses due to Mr. Birshtein.





During the three and six month period ended June 30, 2009 we borrowed an aggregate of approximately $171,00 and $271,000, respectively, from our Chairman of the Board and Royal HTM Group, Inc., a Canadian company beneficially owned and controlled by such individual, to meet on-going operational expenses. Such amount is non-interest bearing
and is due on demand.


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Royal HTM Group renders certain business development services to us on an on-going basis.  During the three month period ended June 30, 2009 we accrued an aggregate of $30,000 ($10,000 per month) for consulting fees due to Royal HTM Group for such services and $60,000 for the six month period.  Such amount is non-interest
bearing and is due on demand.





ITEM6.
EXHIBITS





The exhibits listed below are filed as part of this Quarterly Report for the period ended June 30, 2009:





Exhibit No.
Document





3.0
Amended and Restated By Laws of Trimol Group Inc. (filed with the SEC as an exhibit to the Company’s first quarter 2009 quarterly report on Form 10-Q and incorporated herewith by reference thereto).





31.1
Chief Executive Officer Certification pursuant Section 302 of the Sarbanes-Oxley Act of 2002.





31.2
Chief Financial Officer Certification pursuant Section 302 of the Sarbanes-Oxley Act of 2002.





32.1
Chief Executive Officer Certification pursuant Section 906 of the Sarbanes-Oxley Act of 2002.





32.2
Chief Financial Officer Certification pursuant Section 906 of the Sarbanes- Oxley Act of 2002.


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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:  August 18, 2009
By:  /s/ Boris BirshteinName:
Boris BirshteinTitle:
Chief Executive OfficerBy:  /s/ Jack BravermanName:
Jack BravermanTitle:
Chief Financial Officer






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