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





March 31, 2011





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.)





1221 Avenue of the Americas, Suite 4200


New York, New York 10020


(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 check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.


Yes  ̈   No x





As of May 13, 2011, there were 100,472,328 issued and outstanding shares of the Registrant’s common stock.








TRIMOL GROUP, INC.





FORM 10-Q





QUARTERLY REPORT FOR THE PERIOD ENDED MARCH 31, 2011




TABLE OF CONTENTS





PART I -  FINANCIAL INFORMATIONITEM 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 CONDITIONAND RESULTS OF OPERATIONS
11ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
13ITEM 4
CONTROLS AND PROCEDURES
13PART II -  OTHER INFORMATIONITEM 1
LEGAL PROCEEDINGS
14ITEM 1A
RISK FACTORS
16ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
16ITEM 3
DEFAULTS UPON SENIOR SECURITIES
16ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
16ITEM 5
OTHER INFORMATION
16ITEM 6
EXHIBITS
17SIGNATURES
18


2





PART I - FINANCIAL INFORMATION





ITEM 1.             FINANCIAL STATEMENTS




CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2011


3




TRIMOL GROUP, INC.




CONSOLIDATED BALANCE SHEET








March 31, 2011


December 31, 2010(Unaudited)


(Audited)ASSETSCurrent assets:Cash

$
10,000


$
8,000TOTAL CURRENT ASSETS


10,000



8,000TOTAL ASSETS

$
10,000


$
8,000LIABILITIES AND SHAREHOLDERS’ DEFICIENCYCurrent liabilities:Related parties

$
4,984,000


$
4,762,000Accrued expenses


845,000



835,000TOTAL  CURRENT LIABILITIES


5,829,000



5,597,000SHAREHOLDERS’ DEFICIENCY:Preferred Stock: $1.00 par value, 10,000 shares authorized,no shares issued and outstandingCommon Stock: $0.01 par value, 130,000,000 sharesauthorized, 100,472,328 shares issued and outstanding


1,005,000



1,005,000Additional paid-in capital


5,739,000



5,739,000Accumulated deficit


(12,563,000
)


(12,333,000
)TOTAL SHAREHOLDERS’ DEFICIENCY


(5,819,000
)


(5,589,000
)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

$
8,000


$
8,000





The accompanying notes are an integral part of the financial statements


4




TRIMOL GROUP, INC.




CONSOLIDATED STATEMENT OF OPERATIONS


(UNAUDITED)







Three Months Ended March 31,2011


2010REVENUES

$
-


$
-OPERATING EXPENSES


230,000



265,000NET LOSS

$
(230,000
)

$
(265,000
)Net loss per share (basic and diluted)


(.002
)


(.003
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


100,472,328



79,472,328








The accompanying notes are an integral part of the financial statements


5




TRIMOL GROUP, INC.




CONSOLIDATED STATEMENT OF CASH FLOWS


(UNAUDITED)








Three Months Ended March 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIES:NET LOSS

$
(230,000
)

$
(265,000
)ADJUSTMENTS TO RECONCILE NET LOSSTO NET CASH USED IN OPERATING ACTIVITIES:Accrued expenses to related parties


134,000



99,000CHANGES IN ASSETS AND LIABILITIES:Accrued expenses


10,000



31,000NET CASH USED IN OPERATING ACTIVITIES


(86,000
)


(135,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds of loans from related parties


88,000



130,000NET CASH PROVIDED BY FINANCING ACTIVITIES


88,000



130,000INCREASE  IN CASH


2,000



5,000CASH – BEGINNING OF PERIOD


8,000



13,000CASH – END OF PERIOD

$
10,000


$
8,000








The accompanying notes are an integral part of the financial statements


6


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 in the United States 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 notes 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 months March 31, 2011 are not necessarily indicative of the results that may be expected for any future periods or for the year ended December 31, 2011.





The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements.





The accounting policies followed by the Company are set forth in Note 3 to the Company’s consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010.





For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (“SEC”).





NOTE 2 – GOING CONCERN





The accompanying unaudited consolidated interim financial statements have been prepared in conformity with GAAP, which contemplates the Company’s continuation as a going concern.





As of March 31, 2011, the Company does not have any current operations that generate revenue and has not generated any revenue since April 2006.  Further, as shown on the accompanying balance sheet, the Company’s liabilities exceeded its assets by approximately $5,819,000. These circumstances, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Note 3 – SIGNIFICANT ACCOUNTING POLICIES





The preparation of the consolidated interim financial statements in conformity with accounting principles generally accepted in the United States requires us to make assumptions, estimates and judgments that affect the amounts reported in these consolidated interim financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any.  We rely on historical experience and on other assumptions believed to be reasonable under the circumstances in making required judgments and estimates.  Actual results could differ materially from those estimates.  The significant accounting policies which we believe are most critical to aid in fully understanding or evaluating our reported financial results are set forth in Note 3 included in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC and dated April 3, 2011.


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Reclassifications





The Company has made certain financial statement reclassification within the 2010 consolidated financials statements to conform with the March 31, 2011 consolidated financial statement presentation.





NOTE 4 – OPERATIONS





Although the Company is seeking business opportunities, as of March 31, 2011, and for the past four years, it did not have any operations other than administrative operations and has not generated any revenue since 2006.





NOTE 5 – LEGAL PROCEEDINGS





In the normal course of business, the Company may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations other than as follows:





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.





On March 25, 2009, Intercomsoft commenced an action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection with its claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents pursuant to the terms of the ten year Supply Agreement under which Intercomsoft had produced essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents (the “Swiss Proceeding”).





The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits of its claims in such proceeding.  Two members of such panel have been appointed. To date, the Government of Moldova has failed to appear in such action and is currently in default with respect to its rights to appoint one of the three members of the ad hoc arbitration panel established in the Swiss Proceeding.  The Swiss court is currently awaiting a response from the Government of Moldova regarding service of the judgment establishing the ad hoc arbitration panel.





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


8





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





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





NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES





Transactions





Three Months Ended March 31,2011


2010Compensation and related expenses to Chairman (1)

$
74,000


$
74,000Compensation to Chief Financial Officer (2)


30,000



30,000Cash advance from Royal HTM Group  (3)


51,000



70,000Cash advances in the form of direct payment of expenses by Royal HTM Group  (3)


37,000



55,000Business development services  (3)


30,000



30,000$
222,000


$
259,000





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





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





3)
Royal HTM Group, Inc., a Canadian company owned by Messrs Birshtein and Braverman, renders   certain business development services to the Company.  Royal HTM Group has also advanced money to the Company to fund its expenses.


9





Balances





As of March 31, 2011 payables to related parties consist of the following:




Amount due to Royal HTM Group

$
3,141,000Accrued compensation due to Chief Financial Officer


270,000Accrued compensation due to the Chairman


1,573,000$
4,984,000





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





NOTE 7-STOCK COMPENSATION PLANS





During the three months ended March 31, 2011, the Company did not issue any options to purchase its common stock.  As of March 31, 2011, there were no options outstanding pursuant to the 2001 Omnibus Plan, as amended.


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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATION





The following Management's Discussion and Analysis of Financial Condition and Results of Operation, and other sections on this Quarterly Report, should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010, 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.




Description of the Company





Although the Company is seeking business opportunities, as of March 31, 2011, and for over four years, we did not have any business operations that generated revenue.  However, we continue to seek business opportunities.





Discontinued Operations





Intercomsoft Limited:Through April 2006, we conducted the operations of our wholly-owned subsidiary, Intercomsoft Limited which, pursuant to a Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) awarded to Intercomsoft in April 1996 by the Ministry of Economics, Republic of Moldova, provided a National Register of Population and a National Passport System.  Under the terms of the Supply Agreement, Intercomsoft supplied all of the equipment, technology, software, materials and consumables utilized by the Government of Moldova for the production of all national passports, drivers’, licenses, vehicle permits, identification cards and other government authorized identification documents used in the Republic of Moldova. The Supply Agreement expired by its terms on April 29, 2006 and was not renewed.





Intercomsoft Limited remains our wholly owned subsidiary, but has not had any operations since 2006.  The non-renewal of the Supply Agreement is the subject of two pending legal actions. (See Part II Item 1 - Legal Proceedings).





RESULTS OF OPERATIONS




During the three month period ended March 31, 2011, our operations consisted solely of administrative activities, activities surrounding exploration of certain acquisitions and those related to pursuing 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 March 31, 2011 to March 31, 2010




During the three months ended March 31, 2011, we generated no revenues from operations and similarly generated no revenues in the comparable period in 2010.


11




Total operating expenses for the three months ended March 31, 2011 were approximately $230,000, and were approximately $265,000 in the comparable period in 2010, all of which consisted of general corporate and administrative expenses.




We had a net loss from operations of approximately $230,000 for the three month period ended March 31, 2011, as compared to a net loss of approximately $265,000 for the same period in 2010.




Liquidity & Capital Resources





We have not generated any revenue since the first quarter 2006. At March 31, 2011 our cash balance was approximately $10,000 which is not sufficient to fund our operating expenses for the foreseeable future.  Since the first quarter of 2006, we have funded our operating expenses from loans provided by our Chairman of the Board and Royal HTM Group, Inc., our majority shareholder, a company owned and controlled by the two members of our Board of Directors.  We are dependent upon these loans to fund our future operating expenses.





Our assets are nominal and our liabilities currently exceed our assets by approximately $5,819,000.  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 issued or exercised during the three month period ended March 31, 2011.  As of March 31, 2011, we have no options to purchase shares of our common stock issued or outstanding.




Available information





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.


12


No person has been authorized to give any information or to make any representation other than as contained or incorporated by reference in this Quarterly Report and, if given or made, such information or representation must not be relied upon as having been authorized by us.





ITEM 3.
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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of 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 March 31, 2011, 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.




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 March 31, 2011, that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.


13




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 Exchange Act.  We have assessed the effectiveness of those internal controls as of March 1, 2011, 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.




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





In the normal course of business, the Company may become subject to lawsuits and other claims and proceedings. Such matters are subject to uncertainty and outcomes are not predictable with assurance. Management is not aware of any pending or threatened lawsuits or proceedings which would have a material effect on the Company’s financial position, liquidity, or results of operations other than as follows:


14





On March 25, 2009, Intercomsoft commenced an action in the court of first instance in Geneva Switzerland for the appointment of an arbitration tribunal in connection with its claims against the Ministry of Economics of the Republic of Moldova and the Government of the Republic of Moldova (the “Moldovan Defendants”) seeking damages of approximately $41 million for breach of contract and an injunction prohibiting Moldova from producing further essential government documents pursuant to the terms of the ten year Supply Agreement under which Intercomsoft had produced essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents (the “Swiss Proceeding”).





The Swiss court granted Intercomsoft’s request to establish an ad hoc arbitration panel to hear the merits of its claims in such proceeding.  Two members of such panel have been appointed. To date, the Government of Moldova has failed to appear in such action and is currently in default with respect to its rights to appoint one of the three members of the ad hoc arbitration panel established in the Swiss Proceeding.  The Swiss court is currently awaiting a response from the Government of Moldova regarding service of the judgment establishing the ad hoc arbitration panel.





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





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





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


15





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





ITEM 3.                 DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM 5.                 OTHER INFORMATION





Related Party Transactions





Mr. Boris Birshtein, Chairman of our Board of Directors and our Chief Executive Officer and Jack Braverman, a member of our Board of Directors and our Chief Financial Officer, own or control approximately 57% of our issued and outstanding shares of common stock.   Mr. Birshtein also serves as the President and Chief Executive Officer of our wholly owned subsidiary, Intercomsoft Limited, and Mr. Braverman serves as its Vice President and Treasurer.





Our Chief Executive Officer





During the three month period ended March 31, 2011, we accrued $69,000 ($23,000 per month) in compensation and $5,400 ($1,800 per month) in expenses due to Mr. Birshtein related to his performance as the Chairman of the Board and our Chief Executive Officer.  Additionally, approximately $12,500 was paid on Mr. Birshtein’s behalf for vehicle leasing and insurance expense in such three month period.  At March 31, 2011 we owe Mr. Birshtein approximately $1,573,000.





Our Chief Financial Officer





During the three month period ended March 31, 2011, we accrued $30,000 ($10,000 per month) in compensation due to Mr. Braverman related to his performance as our Chief Financial Officer.  Additionally, approximately $4,000 was paid on Mr. Braverman’s behalf for vehicle leasing and insurance expense in such three month period.  At March 31, 2011, we owe Mr. Braverman approximately $270,000.


16





Our Majority Shareholder





Royal HTM Group, Inc., a Canadian company owned and controlled by Messrs Birshtein and Braverman, is our majority shareholder and renders certain business development services to us.  During the three month period ended March 31, 2011, we accrued $30,000 ($10,000 per month) for such services.





We have not generated any revenue since 2006 and since such time have borrowed funds from Royal HTM Group to cover our on-going expenses.  During the three month period ended March 31, 2011, Royal HTM Group lent us $51,000 to cover on-going expenses and advanced approximately $37,000 on our behalf.  As of March 31, 2011, we owe Royal HTM Group approximately $3,141,000. Such amount is non-interest bearing and is due on demand.





ITEM 6.
EXHIBITS




The exhibits listed below are filed as part of this Quarterly Report for the period ended March 31, 2011:





Exhibit No.
Document





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.


17


SIGNATURES





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





TRIMOL GROUP, INC.Date:  May 13, 2011
By:  /s/ Boris BirshteinName: Boris BirshteinTitle:   Chief Executive OfficerBy:  /s/ Jack BravermanName: Jack BravermanTitle:   Chief Financial Officer


18