U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                (Amendment No. 1)

      |X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 2002

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

            For the transition period from ___ to ___

                        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)

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: at March 31, 2002, there were
100,039,000 issued and outstanding shares of the Company's common stock.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No


<PAGE>

                                EXPLANATORY NOTE

      This Amendment No. 1 on Form 10-QSB/A of Form 10-QSB of Trimol Group, Inc.
for the quarter ended March 31, 2002 originally filed on May 15, 2002 amends
Note 5 to the Consolidated Financial Statements and Item 2 - "Changes in
Securities" in Part II - "Other Information" of Form 10-QSB. This amendment
discloses an independent consultant agreement entered into January 2, 2002 and
certain stock options granted as compensation pursuant thereto, that was
inadvertently omitted from the original filing. This report speaks as of the
original filing date and has not been updated to reflect events occurring
subsequent to the original filing date.


               ==================================================

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS...............................................1

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........2

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS..................................................6

ITEM 2.     CHANGES IN SECURITIES..............................................6

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES....................................6

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................6

ITEM 5.     OTHER INFORMATION..................................................6

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K...................................6

SIGNATURES.....................................................................7


<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


                               TRIMOL GROUP, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF March 31, 2002


                                       1
<PAGE>

TRIMOL GROUP, INC

CONTENTS                                                            Page Numbers

Independent Accountants' Review Report....................................F-1

Consolidated Balance Sheet................................................F-2

Consolidated Statement of Operations......................................F-3

Consolidated Statement of Cash Flows......................................F-4

Notes to the Consolidated Financial Statements.....................F-5 to F-7


<PAGE>

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 March 31, 2002 and the related consolidated
statements of operations and cash flows for the three month periods ended March
31, 2002 and 2001. 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:  May 8, 2002


                                      F-1
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                   March 31, 2002     December 31, 2001
                                                                     (Unaudited)          (Audited)
                                                                   --------------     -----------------
<S>                                                                 <C>                  <C>
ASSETS

Current assets:
Cash                                                                $    85,000          $    44,000
Accounts receivable                                                     435,000              480,000
Prepaid expenses                                                         58,000               58,000
                                                                    -----------          -----------
      Total current assets                                              578,000              582,000

Deferred offering costs                                                  35,000               35,000
                                                                    -----------          -----------

TOTAL ASSETS                                                        $   613,000          $   617,000
                                                                    ===========          ===========



LIABILITIES

Current liabilities:
Trade accounts payable                                              $   540,000          $   531,000
Accrued expenses                                                        231,000              280,000
Payable to related parties                                              893,000              866,000
                                                                    -----------          -----------

TOTAL LIABILITIES                                                     1,664,000            1,677,000
                                                                    -----------          -----------


SHAREHOLDERS' DEFICIENCY:
Preferred Stock:  10,000 shares authorized of US$1.00 par value
     No shares issued and outstanding                                        --                   --
Common Stock: 130,000,000 shares authorized of US$0.01 par
      Value, 100,039,000 shares issued and outstanding                1,000,000            1,000,000
Additional paid-in capital                                            5,298,000            5,298,000
Accumulated deficit                                                  (7,349,000)          (7,358,000)
                                                                    -----------          -----------

TOTAL SHAREHOLDERS' DEFICIENCY                                       (1,051,000)          (1,060,000)
                                                                    -----------          -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                      $   613,000          $   617,000
                                                                    ===========          ===========
</TABLE>

The accompanying notes are an integral part of the financial statements


                                      F-2
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

                                                   Three Months Ended March 31,

                                                        2002           2001
                                                   ------------    ------------
REVENUES                                           $  1,243,000    $    785,000
                                                   ------------    ------------

OPERATING EXPENSES
Cost of revenues                                        397,000         246,000
Marketing and promotion                                   2,000          28,000
Research and development                                115,000          40,000
Other operating expenses                                720,000         560,000
                                                   ------------    ------------
TOTAL OPERATING EXPENSES                              1,234,000         874,000

NET INCOME (LOSS)                                  $      9,000    $    (89,000)
                                                   ============    ============

Net income (loss) per share (basic and diluted)           .0001          (.0016)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                  100,039,000      54,083,444
                                                   ============    ============

The accompanying notes are an integral part of the financial statements


                                      F-3
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended March 31,
                                                            2002              2001
                                                         ---------         ---------
<S>                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                        $   9,000         $ (89,000)

ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:

Stock based compensation                                        --                --

CHANGES IN ASSETS AND LIABILITIES:
Accounts receivable                                         45,000          (109,000)
Accounts payable                                             9,000             8,000
Accrued expenses                                           (49,000)           82,000
                                                         ---------         ---------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                        14,000          (108,000)
                                                         ---------         ---------

CASH FLOW FROM FINANCING ACTIVITIES:
Net advances from related parties                           27,000            20,000
                                                         ---------         ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                   27,000            20,000
                                                         ---------         ---------

INCREASE (DECREASE) IN CASH                                 41,000           (88,000)


CASH - BEGINNING OF PERIOD                                  44,000           107,000
                                                         ---------         ---------
CASH - END OF PERIOD                                     $  85,000         $  19,000
                                                         =========         =========

Supplemental disclosures of cash flow information:
Interest paid                                            $      --         $      --
                                                         =========         =========
Income taxes paid                                        $   1,000         $      --
                                                         =========         =========
</TABLE>

The accompanying notes are an integral part of the financial statements


                                      F-4
<PAGE>

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 March 31, 2002 and for the three month periods ended March 31,
2002 and 2001 included herein have been prepared on the same basis as those of
the Annual Report on Form 10-KSB for the year ended December 31, 2001. In the
opinion of management, all adjustments (consisting only of those which are
normal and recurring) necessary for a fair presentation 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, 2001.

The consolidated statements of the Company include the accounts of the Company
and its operating subsidiary.

Inter-company balances have been eliminated in consolidation.

NOTE 2 - OPERATIONS

The Company has an exclusive worldwide license to make, use and sell a
mechanically rechargeable metal-air (aluminum) fuel cell solely for use with
consumer portable electronic devices, all rights and title to certain technology
relating to metal-air (aluminum) fuel cells, and the design and know-how to a
DC/DC Converter designed and developed by a related company. Substantially all
of the research and development costs related to this technology are allocated
from the majority shareholder of the Company (see Note 4).

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 (passports, drivers' licenses and ID cards)
pursuant to a license agreement of such proprietary technology. Currently
Intercomsoft's only customer is the Government of the Republic of Moldova.

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 Moldovan Ministry of Economics of
the Republic of Moldova, a former republic of the Soviet Union. The current
political and economic situation in Moldova, which has historically been
unstable, could have a material adverse effect on Intercomsoft, and thus on the
Company.

      (b) In December 2000 Trimol exchanged a substantial part of its assets for
the technology referred to in Note 2. As such, the Company's success will be
largely dependent upon the success of the technology


                                      F-5
<PAGE>

acquired. Although, The United States Patent and Trademark Office has issued a
patent on the technology, there can be no assurances that such office will
afford such technology additional patent protection and there can be no
assurances that such technology will be marketable and/or profitable.
Additionally, the Company believes that in order to support its plan to develop
and market this technology, it will be necessary to seek additional capital.
There can be no assurance that additional financing will be available on
commercially reasonable terms or at all. If adequate funds are not available, or
are not available on acceptable terms, the Company may not be able to further
develop and market the technology, as well as fund the operation and expansion
of the business. Such inability to obtain additional financing when needed would
have a negative effect on the business of the Company. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of the existing shareholders will be reduced, and such
securities may have rights, preferences and privileges senior to those of the
existing shares of common stock.

NOTE 4 - RELATED PARTY TRANSACTIONS AND BALANCES

(a)   Transactions

      On July 1, 2001, the Company entered into an agreement with Aluminum Power
Inc, ("API"), a company owned and controlled by the principal shareholder of the
Company, pursuant to which Trimol would reimburse API for its allocated portion
of expenses attributable to the Company's technology referred to in Note 2. API,
with the cooperation and assistance of the Company, operates a research and
development center ("R&D Center") in Toronto, Ontario, Canada. The R&D Center
houses a prototype development and assembly facility and a laboratory with a
full complement of staff, including mechanical engineers, design engineers,
research and development scientists and a support staff.

      The agreement provides the Company with unlimited use of the R&D Center
and unlimited use of all equipment and employees located at the center. The
Company is obligated to pay API proportionately all costs and expenses
associated with the use of the R&D Center. In addition, the Company pays API to
lease its proportionate share of the R&D Center's equipment and improvements at
a monthly rate of 1.2% of the R&D Center's fixed assets.

      Allocated research and development expenses at the R&D Center for the
three months ended March 31, 2002 aggregated $69,153.

(b)   At March 31, 2002 amounts payable to related parties consists of the
      following:

       Cash advances from the Chairman of the Board
       ("Chairman") of the Company, which includes $223,000
       from a company owned by the Chairman, to meet operating
       expenses. (1)                                                   $ 374,000

       Accrued compensation due to the Chairman. (See Note 5 )(1)        288,000

       Due to API. (2)                                                   231,000
                                                                       ---------
                                                                       $ 893,000
                                                                       =========

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

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


                                      F-6
<PAGE>

NOTE 5 - COMMITMENTS AND GENERAL COMMENTS

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

The Company has an employment agreement with its Chairman of the Board
("Chairman") which expires January 1, 2004 and provides for base annual
compensation of $250,000. In addition, the Employment Agreement provides that
for every $1,000,000 of the Company's excess net pre-tax profits, as defined,
generated by the Company in the determining year, the Chairman will receive
incentive warrants ("Incentive Warrants") to purchase an aggregate of 100,000
shares of the Company's common stock up to a maximum of 1,000,000 shares of
common stock per year at an exercise price equal to the closing price of common
stock on the issue date. As of March 31, 2002, no Incentive Warrants were
outstanding.

On February 28, 2000 the Company issued warrants to purchase 1,400,000 shares of
its common stock (the "Warrants") to three employees. The Warrants may be
exercised for a period of five years at an exercise price of $.50 per share.
These warrants contain an anti-dilution provision. The holders of 800,000
Warrants (consisting of two former employees) have made claims to the Company to
invoke the anti-dilution provision and issue additional warrants. The Company
disagrees with such claims and is in discussions with said individuals regarding
the validity of anti-dilution provisions.

During the three month period ending March 31, 2002, the Company issued
1,750,000 options to purchase its common stock at a purchase price of $0.21 per
share. As of March 31, 2002, the total options outstanding were 10,020,000, of
which 8,720,000 were issued pursuant to the 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 computerized identification documents, research and development
of the aluminum-air fuel cell technology acquired from a related party, and
general and administrative expenses incurred for corporate purposes.

<TABLE>
<CAPTION>
                                         Research and      Corporate and
                       Intercomsoft       Development      Administrative           Total
                       ------------      ------------      --------------        ----------
<S>                     <C>                <C>               <C>                 <C>
Net sales               $1,243,000         $       --        $       --          $1,243,000

Operating expenses         782,000            115,000           268,000           1,234,000
                        ----------         ----------        ----------          ----------

Net income (loss)       $  461,000         $ (115,000)       $ (268,000)         $    9,000
                        ==========         ==========        ==========          ==========
</TABLE>


                                      F-7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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

      In the first quarter of 2001, we acquired certain rights from
Aluminum-Power, Inc. ("Aluminum Power"), the Company's majority shareholder, to
a mechanically rechargeable aluminum-air fuel cell technology for use in
portable consumer electronics such as cellular telephones and lap top computers.
We believe that such fuel cell technology has the potential to be a significant
advance in power generation. Since the acquisition of such rights, we have
continued to advance research, development and marketing efforts of such
technology. We are actively seeking strategic business partners in connection
with the commercialization of such technology.

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

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

      We have vigorously pursued the prosecution of patent applications filed in
connection with our licensed technology. On March 12, 2002, the United States
Patent and Trademark Office issued patent number 6,355,369 entitled
"Ecologically Clean Mechanically Rechargeable Air-Metal Current Source" to which
we have an exclusive world-wide license for use in portable consumer
electronics. We believe that this patent strengthens the protection of our
proprietary aluminum-air fuel cell technology which is designed to provide an
environmentally responsible, emission free power source


                                       2
<PAGE>

ideal for use in a variety of electric products, devices and systems.

      In addition to the fuel cell technology, we operate Intercomsoft, Ltd.
("Intercomsoft"), a wholly owned subsidiary. Intercomsoft is a provider of
proprietary technology and consumables used to produce secure essential
government identification documents such as drivers' licenses and passports.
Currently, Intercomsoft only provides such technology and consumables to the
Government of the Republic of Moldova, although it is actively seeking other
opportunities throughout the European market place. Intercomsoft utilizes a
technology that is leased from Supercom, Ltd., an Israeli corporation, pursuant
to a lease agreement dated August 25, 1995 with a term of ten (10) years with an
automatic ten (10) year extension, unless either party submits a written
notification of termination prior to the expiration of the initial 10 year term.

RESULTS OF OPERATIONS

General

      During the three month period ending March 31, 2002, our assets consisted
of an aluminum-air fuel cell technology, as more fully described above, and
Intercomsoft, a wholly owned subsidiary which currently operates in and derives
its revenues from services performed for the Government of the Republic of
Moldova pursuant to an agreement with such Government. Although Intercomsoft is
actively seeking to expand its services to areas outside of the Republic of
Moldova, the uncertain economy and political instability in the Republic of
Moldova could have a material adverse effect on us.

Comparison of Three Months Ending March 31, 2002 to Three Months Ending March
31, 2001.

      During the three months ending March 31, 2002, we had revenues resulting
solely from Intercomsoft's production of government documents in the Republic of
Moldova of approximately $1,243,000 as compared to $785,000 for the same period
in 2001, an increase of approximately 58%. The increase in revenue was due to a
number of factors. In 2001 Romania and Moldova introduced passport control
between their two countries which led to an increase in passport issuances to
the residents of Moldova. In addition, a program of public awareness was put
into effect in 2001 encouraging the renewal of various forms of government
licenses and registrations, reminding individuals to renew expiring documents
resulting in an increase in the issuance of such replacement documents. Cross
marketing to individuals during passport renewals and/or issuances also led to
an increase in the sale of collateral documentation including drivers' licenses
and other government issued identification documents.

      During the three months ending March 31, 2002, Intercomsoft's costs
associated with generating these revenues was $397,000 or 32% of revenues as
compared to $246,000 or 31% of revenues for the same period in 2001. The
percentage of costs associated with generating revenues remained stable due to
the purchase of new equipment in the year 2000 which resulted in a reduction in
maintenance costs. This resulted in gross profit for Intercomsoft of $846,000
for the three month period ending March 31, 2002 as compared to $539,000 for the
same period in 2001, an increase of approximately 56%.


                                       3
<PAGE>

      General and administrative expenses for the three months ending March 31,
2002, were approximately $720,000, which consisted of $385,000 from Intercomsoft
and $335,000 of general corporate and administrative expenses. Included in
Intercomsoft's general and administrative expenses are $363,000 of marketing
expenses for the purpose of expanding the use of Intercomsoft's services to
other areas and regions in the European marketplace. For the same period in 2001
general and administrative expenses aggregated approximately $560,000, which
consisted of $124,000 from Intercomsoft (of which $111,000 was marketing
expenses) and $436,000 of general corporate and administrative expenses. The
decrease of $101,000, or 23%, in general corporate and administrative expenses
resulted, in part, from a savings in accounting and other fees, salaries and
services provided in connection with our former subsidiaries in the Republic of
Moldova, as well as the streamlining of corporate overhead and downsizing of
executive salary compensation.

      Beginning in the first quarter of 2001, we began our research and
development program of the aluminum-air fuel cell technology acquired in such
period. To that end, together with our majority shareholder Aluminum-Power Inc.,
we opened an International Research & Development Center in Toronto, Ontario,
Canada. The R&D Center houses a prototype development and assembly facility and
a laboratory with a full complement of research and development staff including
mechanical engineers, design engineers, research and development scientists and
support staff. Research and development costs for the three month period ending
March 31, 2002 were $115,000 as compared to $40,000 for the same period in 2001.
The increase in research and development costs resulted from the increase in
research and development of our aluminum-air fuel cell technology and the
opening of an R&D Center to facilitate such ongoing activities. The marketing
costs related to such technology was $2,000 for the three month period ending
March 31, 2002 as compared to $20,000 for the same period in 2001. The decrease
in marketing from the comparative period in 2001 resulted from a change in focus
of marketing needs in the current period.

      We had a net profit from operations of approximately $9,000 for the three
month period ending March 31, 2002 as compared to a net loss of $89,000 for the
same period the 2001.

      We currently derive all of our revenues and income pursuant to
Intercomsoft's supply contract from the Government of the Republic of Moldova.
The Government of the Republic of Moldova has historically been unstable and we
would have limited recourse should the Government default on the supply contract
or discontinue use of Intercomsoft's services provided under the supply
contract. We do not anticipate revenues from the aluminum-air fuel cell
technology in the fiscal year ending December 31, 2002. If for any reason (or
for no reason) such supply contract were terminated, the terms were materially
or amended, or business reduced, such event would have a material adverse effect
on Intercomsoft as well as us.

Liquidity & Capital Resources

      Our joint venture with Aluminum-Power to operate the R&D Center has added
additional costs and expenses associated with running such facility. As of March
31, 2002, we owed Aluminum-Power approximately $231,000 payable on July 1, 2006,
which is the fifth anniversary of the Research and Development Agreement, and
bearing interest at a rate of 2% per annum. Although no assurances can be made,
we believe that expenses will increase during the fiscal year ending December
31, 2002, due to our plans to continue to develop, market, and commercialize the


                                       4
<PAGE>

aluminum-air fuel cell technology.

      Through March 31, 2002, cash advances totaling approximately $374,000 have
been made to us by Mr. Boris Birshtein, the Chairman of the Board and indirect
owner of a majority of our outstanding shares of common stock, or by entities
effectively owned and controlled by Mr. Birshtein. Of the approximately $374,000
advanced, Mr. Birshtein personally advanced approximately $151,000 and entities
effectively owned and controlled by Mr. Birshtein, advanced approximately
$223,000. All such cash advances are non-interest bearing and due on demand.

      While we believe we have adequate capital to fund current operations for
fiscal year 2002, we may need to obtain additional working capital for future
periods in order to carry costs associated with our plans concerning the
technology.

      We may seek additional funding through public or private financing or
other arrangements. Such additional funding may be financed by bank borrowings,
public offerings, or private placements of equity or debt securities, loans with
shareholders, or a combination of the foregoing.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

      This Quarterly Report on Form 10-QSB/A 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, including without
limitation, the ability of the Company to continue its expansion strategy into
the area of aluminum-air fuel cell technology, changes in costs associated with
research and development, as well as general market conditions, competition and
pricing. Although the Company believes that the assumptions underlying the
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 the Company, or anyone affiliated to the Company, that the
objectives and plans of the Company will be achieved.


                                       5
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. CHANGES IN SECURITIES

      We entered into a one-year Independent Consultant Agreement (the
"Consultant Agreement") on January 2, 2002 with The Rogich Communications Group,
a Nevada corporation ("Rogich"). As compensation for the services that Rogich
will provide under the Consultant Agreement, we granted Rogich the following
options to purchase shares: (i) an option to purchase 1,000,000 shares of common
stock at an exercise price of $0.21 per share that vested upon execution of such
Consultant Agreement, and (ii) options to purchase up to 3,000,000 shares of
common stock at an exercise price of $0.21 per share that are granted pursuant
to our 2001 Omnibus Plan, as amended. The options for up to 3,000,000 shares of
common stock are granted on a monthly basis at a rate of 250,000 shares per
month commencing on January 31, 2002 and ending on December 31, 2002, unless the
Consultant Agreement is terminated prior to its expiration.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits. None.

      (b)   There were no Reports on Form 8-K filed during the quarter ending
            March 31, 2002.


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<PAGE>

                                   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: May 31, 2002                 By:   /s/ Alexander M. Gordin
                                       -----------------------------------------
                                   Name: Alexander M. Gordin
                                   Titles: President and Chief Executive Officer


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