U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004.

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
      FOR THE 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)

As of March 31, 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

<PAGE>

                               TRIMOL GROUP, INC.

                          FORM 10-QSB QUARTERLY REPORT
                       For the period ended March 31, 2004

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS ..........................................    3

        INDEPENDENT ACCOUNTANTS' REVIEW REPORT ........................    4

        CONSOLIDATED BALANCE SHEET ....................................    5

        CONSOLIDATED STATEMENT OF OPERATIONS ..........................    6

        CONSOLIDATED STATEMENT OF CASH FLOWS ..........................    7

        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................    8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION ..........................................   11

ITEM 3. CONTROLS AND PROCEDURES .......................................   14

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS .............................................   15

ITEM 2. CHANGES IN SECURITIES .........................................   15

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ...............................   15

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...........   15

ITEM 5. OTHER INFORMATION .............................................   15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ..............................   16

SIGNATURES ............................................................   17


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  TRIMOL GROUP, INC.

                  CONSOLIDATED FINANCIAL STATEMENTS
                  AS OF MARCH 31, 2004


                                       3
<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, 2004 and the related consolidated
statements of operations and cash flows for the three month periods ended
March 31, 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: May 5, 2004


                                       4
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------

                                                   March 31, 2004     December 31, 2003
                                                     (Unaudited)         (Audited)
------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>
ASSETS

Current assets:
Cash                                                 $    33,000         $    20,000
Accounts receivable                                      406,000             380,000
Prepaid expenses                                          15,000              32,000
                                                     -----------         -----------
      TOTAL CURRENT ASSETS                               454,000             432,000

Property and equipment, net                              226,000             151,000
                                                     -----------         -----------

TOTAL ASSETS                                         $   680,000         $   583,000
                                                     ===========         ===========

LIABILITIES

Current liabilities:
Trade accounts payable                               $   132,000         $   113,000
Accrued expenses                                         278,000             198,000
Current portion of payables to related parties           760,000             737,000
                                                     -----------         -----------

     TOTAL  CURRENT LIABILITIES                        1,170,000           1,048,000
                                                     -----------         -----------

PAYABLES TO RELATED PARTIES                              151,000             295,000

SHAREHOLDERS' DEFICIENCY                                (641,000)           (760,000)
                                                     -----------         -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY       $   680,000         $   583,000
                                                     ===========         ===========
------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements


                                       5
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------

                                                    Three Months Ended March 31,
                                                       2004            2003
--------------------------------------------------------------------------------

REVENUES                                           $  1,092,000     $    923,000
                                                   ------------     ------------

OPERATING EXPENSES
Cost of revenues                                        332,000          276,000
Marketing and promotion                                 295,000          209,000
Research and development                                     --           10,000
Other operating expenses                                346,000          345,000
                                                   ------------     ------------

TOTAL OPERATING EXPENSES                                973,000          840,000
                                                   ------------     ------------

NET INCOME                                         $    119,000     $     83,000
                                                   ============     ============

Net income per share (basic and diluted)                   .001             .001
                                                   ============     ============

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                  100,472,000      101,139,000
                                                   ============     ============

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

The accompanying notes are an integral part of the financial statements


                                       6
<PAGE>

TRIMOL GROUP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------
                                                   Three Months Ended March 31,
                                                        2004          2003
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME                                           $ 119,000      $ 83,000

ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Depreciation of property and equipment                   9,000         5,000
Stock based compensation                                    --        19,000

CHANGES IN ASSETS AND LIABILITIES:
Accounts receivable                                    (26,000)      (25,000)
Prepaid expenses                                        17,000            --
Accounts payable                                        19,000        (6,000)
Accrued expenses                                        80,000       (28,000)
                                                     ---------      --------

NET CASH PROVIDED BY OPERATING ACTIVITIES              218,000        48,000
                                                     =========      ========

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                  (84,000)           --
                                                     ---------      --------

NET CASH USED IN INVESTING ACTIVITIES                  (84,000)           --
                                                     ---------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:

Net repayments to related parties                     (121,000)      (51,000)
                                                     ---------      --------

NET CASH USED IN FINANCING ACTIVITIES                 (121,000)      (51,000)
                                                     =========      ========

INCREASE (DECREASE) IN CASH                             13,000        (3,000)

CASH - BEGINNING OF PERIOD                              20,000        49,000
                                                     ---------      --------

CASH - END OF PERIOD                                 $  33,000      $ 46,000
                                                     =========      ========

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

The accompanying notes are an integral part of the financial statements


                                       7
<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, 2004 and for the three month periods ended March 31,
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 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
approximately two years. As of the second quarter 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. Substantially all of the research and
development costs related to this technology are allocated from the majority
shareholder of the Company (see Note 4). All research and development efforts
were suspended in the second quarter 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
agreement referred to in Note 2 or discontinue the use of Intercomsoft's
services under such agreement, the Company would likely have limited recourse.
If for any reason (or for no reason) the agreement was terminated, the terms
were materially or adversely amended, or business reduced, such event would have
a material adverse effect on Intercomsoft. The agreement expires in
approximately two years.


                                       8
<PAGE>

(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 may 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 March 31, 2004, amounts payable to related parties consist of the following:

      Accrued compensation due to the Chairman. (1)               $760,000
      Due to API. (2)                                              151,000
                                                                  --------
                                                                   911,000

      Less current portion                                         760,000
                                                                  --------

                                                                  $151,000
                                                                  ========

(1)   Of this amount $85,000 is due on demand, $260,000 is due June 1, 2004 and
      $415,000 is due April 1, 2005 (or earlier upon the occurrence of certain
      agreed upon specific events).

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

Research and development expenses allocated from API for the three months ended
March 31, 2004 and 2003, were approximately $0 and $10,000.

NOTE 5 - COMMITMENTS AND GENERAL COMMENTS

Intercomsoft is party to a Supply Agreement with the Government 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 agreement. As part of this Supply Agreement, Intercomsoft is provided
with guidance and support required for the installation and operation of such
equipment, as well as the materials required for its maintenance. In addition to
payment for the


                                       9
<PAGE>

equipment, software and consumables purchased under such agreement, Intercomsoft
is obligated to pay 25% of its profits to such supplier, as more specifically
provided for under the agreement.

In February 2000, the Company issued three warrants to purchase a total of
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
agreement. 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 to the Company and were
canceled.

There were no options issued or canceled during the three months ended March 31,
2004. As of March 31, 2004, the total options outstanding were 5,020,000, 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.

THREE MONTHS ENDED MARCH 31, 2004

<TABLE>
<CAPTION>
                                        Research and    Corporate and
                       Intercomsoft      Development    Administrative       Total
<S>                     <C>             <C>               <C>             <C>
Net sales               $1,092,000      $         --      $      --       $1,092,000

Operating expenses         661,000                --        312,000          973,000
                        ----------      ------------      ---------       ----------

Net income (loss)       $  431,000      $         --      $(312,000)      $  119,000
                        ==========      ============      =========       ==========
</TABLE>

THREE MONTHS ENDED MARCH 31, 2003

<TABLE>
<CAPTION>
                                       Research and     Corporate and
                       Intercomsoft     Development     Administrative       Total
<S>                     <C>             <C>               <C>             <C>
Net sales               $  923,000      $         --      $      --       $  923,000

Operating expenses         519,000            10,000        311,000          840,000
                        ----------      ------------      ---------       ----------

Net income              $  404,000      $     10,000      $ 311,000       $   83,000
                        ==========      ============      =========       ==========
</TABLE>


                                       10
<PAGE>

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 with 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 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 it 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


                                       11
<PAGE>

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 approximately two years.

      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 month period ended March 31 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 March 31, 2004 to Three Months Ended March 31,
2003

      During the three months ended March 31, 2004, we had revenues resulting
solely from Intercomsoft's production of government documents in the Republic of
Moldova of approximately $1,092,000 as compared to $923,000 for the same period
in 2003, an increase of approximately 18%.

      During the three months ended March 31, 2004, Intercomsoft's costs
associated with generating these revenues were $332,000, or 30% of revenues, as
compared to $276,000, or 30% of revenues, for the same period in 2003. This
resulted in gross profit for Intercomsoft of $760,000 for the three month period
ended March 31, 2004 as compared to $647,000 for the same period in 2003, an
increase of approximately 18%, which corresponds directly to the 18% increase in
revenues in the three month period ended March 31, 2004 from the comparative
period in 2003.

      General and administrative expenses for the three months ended March 31,
2004, were approximately $346,000, which consisted of $34,000 of Intercomsoft
expenses and $312,000 of general corporate and administrative expenses. For the
same period in 2003, general and administrative expenses aggregated
approximately $345,000, which consisted of $34,000 of


                                       12
<PAGE>

Intercomsoft expenses and $311,000 of general corporate and administrative
expenses. Certain cost cutting measures implemented by us allowed such expenses
to remain the same in the comparative periods.

      Public relations, marketing and advertising expenses for the three months
ended March 31, 2004 were $295,000, all of which were related to efforts to
expand the use of Intercomsoft's services, compared to $209,000 in the same
period in 2003, an increase of $86,000, or 41%. 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.

      Beginning in the first quarter of 2001, we began our research and
development program in connection with the aluminum-air fuel cell technology
acquired in such period, together with our majority shareholder Aluminum-Power.
In the second quarter of 2003, together with Aluminum-Power, we suspended
research and development efforts. There were no research and development
expenses for the three month period ended March 31, 2004, as compared to $10,000
for the same period in 2003. The decrease in research and development expenses
are the result of the discontinuance of research and development efforts in the
2nd quarter of 2003.

      We had net income from operations of approximately $119,000 for the three
month period ended March 31, 2004, as compared to net income of approximately
$83,000 for the same period in 2003 which resulted from all of the reasons set
forth above.

Liquidity & Capital Resources

      Our joint venture with Aluminum-Power to fund research and development of
an aluminum-air fuel cell technology has added additional costs and expenses. As
of March 31, 2004, we had expended in excess of approximately $1,000,000 toward
such research and development since our acquisition of the technology in January
2001 and we owed Aluminum-Power approximately $150,905 in accrued research and
development costs, payable on July 1, 2006 and bearing interest at a rate of 2%
per annum. Such amount is prepayable without penalty.

      At March 31, 2004, we owed Boris Birshtein, our Chairman of the Board,
$759,688 in unpaid compensation due to him pursuant to his employment agreement
with us. Of this amount, $84,688 is due on demand, $260,000 is due June 1, 2004
pursuant to a promissory note and $415,000 is due April 1, 2005 (or earlier upon
the occurrence of certain agreed upon specific events).

      Although we believe we have adequate capital to fund 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.

      Although no assurances can be made, 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, due to the
anticipated payment of a portion of our accrued operating expenses.


                                       13
<PAGE>

      We may seek additional funding in an effort to subsidize future research
and development expenses as well as our efforts to expand the services of
Intercomsoft. Such additional funding may be obtained by bank borrowings, public
offerings, or private placements of 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, 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.

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.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None.

ITEM 2. CHANGES IN SECURITIES

      None.

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 March 31, 2004, our Board of Directors was comprised of Boris
Birshtein, Chairman, Yuri Benenson, Jack Braverman and Walter Perchal.


                                       15
<PAGE>

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 March 31, 2004.

  Exhibit No.     Document

     31.1         Chief Executive Officer Certification pursuant to18.U.S.C.
                  Section 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

     31.2         Chief Financial Officer Certification pursuant to18.U.S.C.
                  Section 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

     32.1         Chief Executive Officer Certification

     32.2         Chief Financial Officer Certification

     (b)          Reports on Form 8-K.

      On January 26, 2004, we filed a Current Report on Form 8-K to report that
on January 21, 2004, we accepted the resignation of Shmuel Gurfinkel as our
Chief Financial Officer and a member of our Board of Directors. The resignation
was not the result of a disagreement between Mr. Gurfinkel and us on any matters
relating to our operations, policies or practices.

      Further, we disclosed in such Current Report that on January 21, 2004, we
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.


                                       16
<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 13, 2004            By:  /s/ Yuri Benenson
                              ----------------------
                              Name:   Yuri Benenson
                              Title:  Chief Executive Officer


                              By:  /s/Jack Braverman
                              ----------------------
                              Name:   Jack Braverman
                              Title:  Chief Financial Officer


                                       17