TRIMOL GROUP INC
10QSB, 2000-05-15
BLANK CHECKS
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<PAGE>

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

                                   FORM 10-QSB


(Mark One)

/X/   Quarterly report under Section 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the quarterly period ended March 31, 2000

/ /   Transition report under Section 13 or 15(d) of the Exchange Act

      For the transition period from ________________ to ____________


Commission file number: 0-28144

                               TRIMOL GROUP, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

          DELAWARE                                          13-3859706
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                             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, Including Area Code)

   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                     Report)

Check whether the issuer: (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 / /

                     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: As of May 12, 2000, 12,039,000 shares
of Common Stock, par value $.01 per share.


Transitional Small Business Disclosure Format (check one):   Yes / /  No  /X/

<PAGE>

                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION


                                                                   Page Number

Item 1.     Financial Statements. . . . . . . . . . . . . . . . .   F(i) - F-8

Independent Accountant's Review Report . . . . . . . . . . . . . .  F-(i)

Consolidated Balance Sheet as of March 31, 2000 (Unaudited) and
December 31, 1999 (Audited). . . . . . . . . . . . . . . . . . . .  F-1

Consolidated Statement of Operations for the three month
period ended March 31, 2000 (Unaudited). . . . . . . . . . . . . .  F-2

Statement of Changes in Shareholders' Equity for the three
month period ended March 31, 2000 (Unaudited). . . . . . . . . . .  F-3

Consolidated Statement of Cash Flow for the three month
period ended March 31, 2000 (Unaudited). . . . . . . . . . . . . .  F-4

Notes to the Financial Statements. . . . . . . . . . . . . . . . .  F-6 - F-8

Item 2.     Management's Discussion and Analysis and Results
            of Operations. . . . . . . . . . . . . . . . . . . . .  1

                           PART II. OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K. . . . . . . . . . . . 8

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9



<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



The Board of Directors and Shareholders
TRIMOL GROUP, INC.


We have reviewed the accompanying consolidated balance sheet of Trimol Group,
Inc. (the "Company") as of March 31, 2000, and the related consolidated
statements of operations and cash flows for the three-month period ended March
31, 2000. These consolidated 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 the
expression of 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 & CO, PA



Hackensack, New Jersey
May 10, 2000

                                        F(i)
<PAGE>

TRIMOL GROUP, INC.





CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------
                                                          March 31, 2000    December 31, 1999
                                                           (Unaudited)          (Audited)
- ------------------------------------------------------------------------------------------------
                                                            (In Thousands of US Dollars)

ASSETS
<S>                                                          <C>                 <C>
Cash and cash equivalents                                      5,882               5,273
Held to maturity securities                                      318                 545
Loans, net of allowance for possible loan losses
    Of $675 and $928, respectively                             2,636               2,871
Reinsurance recoverable                                          128                 157
Property, plant and equipment                                  6,281               5,836
Other assets                                                   1,095               1,326

                                                              ------              ------
TOTAL ASSETS                                                  16,340              16,008
                                                              ------              ------

LIABILITIES
Non interest bearing  demand deposits                          3,832               3,440
Interest bearing deposits                                      3,252               3,135
                                                              ------              ------
Total deposits                                                 7,084               6,575
Acceptances outstanding
Insurance policy and claim reserves                              248                 288
Other liabilities                                              2,534               2,348

                                                              ------              ------
TOTAL LIABILITIES                                              9,866               9,211

MINORITY INTEREST                                              1,501               1,600

SHAREHOLDERS' EQUITY                                           4,973               5,197
                                                              ------              ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    16,340              16,008
- ------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        F-1
<PAGE>


TRIMOL GROUP, INC.





CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
                                                                 Three Months Ended
                                                       March 31, 2000        March 31, 1999
- -------------------------------------------------------------------------------------------
                                                           (In Thousands of US Dollars,
                                                          except share and per share data)

<S>                                                            <C>                  <C>
REVENUES
Revenues from hotel operations                                    534                  470
Revenues from document processing                                 683                  918
Loan interest                                                     183                  271
Other interest                                                    100                  140
Insurance premiums                                                 21                   23
Commissions, fees and other revenue                               268                  318
                                               -------------------------------------------
TOTAL REVENUES                                                  1,789                2,140
Interest expense                                                  124                  233
                                               -------------------------------------------
TOTAL REVENUES, NET OF
INTEREST EXPENSE                                                1,665                1,907
                                               -------------------------------------------

PROVISION FOR BENEFITS, CLAIMS
AND CREDIT LOSSES
Provision for credit losses (gains)                              (199)                  56
Provision for benefits and claims                                   7                    -
                                               -------------------------------------------
                                                                 (192)                  56
                                               -------------------------------------------
OPERATING EXPENSES
Cost of revenues from hotel operations                            218                  292
Cost of revenues from document processing                         239                  255
Other operating expenses                                        1,318                  699
                                               -------------------------------------------
TOTAL OPERATING EXPENSES                                        1,775                1,246
                                               -------------------------------------------

INCOME FROM OPERATIONS BEFORE
INCOME TAXES AND MINORITY INTEREST                                 82                  605
                                               -------------------------------------------

Provision for income taxes                                         18                   53
Minority interest, net of income taxes                             26                   24
                                               -------------------------------------------
NET INCOME                                                         38                  528
                                               -------------------------------------------

Net income per share (basic and diluted)                         .003                  .04

                                               -------------------------------------------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                                         12,039,000           12,039,000
- ------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        F-2
<PAGE>

TRIMOL GROUP, INC.





STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
                                                                  Three Months Ended
                                                           March 31, 2000   March 31, 1999
- -------------------------------------------------------------------------------------------
                                                              (In Thousands of US Dollars)
<S>                                                               <C>                   <C>
COMMON STOCK

Balance, January 1                                                    120              120
Issue of common stock                                                  --               --

                                                           -------------------------------
Balance, March 31                                                     120              120
                                                           -------------------------------

ADDITIONAL PAID-IN CAPITAL
Balance, January 1                                                  6,178            6,018
Issue of common stock                                                  --               --

                                                           -------------------------------
Balance, March 31                                                   6,178            6,018
                                                           -------------------------------

DEFERRED COMPENSATION
Balance, January 1                                                    (27)              --
Deferred compensation                                                  27               --
                                                           -------------------------------
Balance, March 31                                                      --               --
                                                           -------------------------------

RETAINED EARNINGS
Balance, January 1                                                 (1,074)           1,428
Net income                                                             38              528
Other comprehensive (loss)                                           (289)          (1,109)
                                                           -------------------------------
Balance, March 31                                                  (1,325)             847
                                                           -------------------------------

TOTAL SHAREHOLDERS' EQUITY                                          4,973            6,985
                                                           -------------------------------

ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, January 1                                                 (2,413)              --
Foreign currency translations                                        (289)          (1,109)
                                                           -------------------------------
Balance, March 31                                                  (2,702)          (1,109)

- -------------------------------------------------------------------------------------------
</TABLE>

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, 2000     March 31, 1999
- -------------------------------------------------------------------------------------------
                                                              (In Thousands of US Dollars)
<S>                                                               <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                           38                528
                                                     -------------------------------------

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

INCOME AND EXPENSES NOT INVOLVING CASH FLOW
Depreciation and amortization                                        98                137
Provision for credit losses                                        (199)                56
Provision for benefits and claims                                     2                  -
Minority interest                                                    26                 24
Stock based compensation                                             27                  -
                                                     -------------------------------------
                                                                    (46)               217
                                                     -------------------------------------
CHANGES IN ASSETS AND LIABILITIES
Net (increase) decrease in other assets                             135               (220)
Net increase (decrease ) in other liabilities                       350               (586)
Net (increase) decrease in reinsurance recoverable                   17               (104)
                                                     -------------------------------------
                                                                    502               (910)
                                                     -------------------------------------

TOTAL ADJUSTMENTS                                                   456               (693)
                                                     -------------------------------------

NET CASH PROVIDED BY
    (USED IN) OPERATING ACTIVITIES                                  494               (165)
                                                     -------------------------------------

CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from redemptions of securities held to
  maturity                                                        1,419              3,200
Purchase of securities held to maturity                          (1,611)            (3,250)
Purchase of equipment                                              (998)               (41)
Net decrease in loans                                               210                466
                                                     -------------------------------------

NET CASH  PROVIDED BY (USED IN)
    INVESTING ACTIVITIES                                          (980)                375
                                                     -------------------------------------

CASH FLOW FROM FINANCING ACTIVITIES
Net  increase in deposits                                         1,021                313
                                                     -------------------------------------

NET CASH PROVIDED BY
FINANCING ACTIVITIES                                              1,021                313
                                                     -------------------------------------

Effect of exchange rate on cash                                      74               (266)
                                                     -------------------------------------
</TABLE>


                                        F-4
<PAGE>

TRIMOL GROUP, INC.




<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                                                 Three Months Ended
                                                         March 31, 2000     March 31, 1999
- -------------------------------------------------------------------------------------------
                                                            (In Thousands of US Dollars)



<S>                                                                 <C>                <C>
Increase in cash and cash equivalents                               609                257
Cash and cash equivalents at beginning of period                  5,273              4,173
                                                     --------------------------------------
CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                              5,882              4,430
                                                     --------------------------------------

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid                                                         4                183
Income taxes paid                                                    18                 79
</TABLE>



- -------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


                                        F-5
<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, 2000 and for the three month periods ended March 31,
2000 and 1999 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, 1999. 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, 1999.

The consolidated statements of the Company include the accounts of the Company
and its operating subsidiaries and their holding companies.

Inter-company balances have been eliminated in consolidation.

NOTE 2 - OPERATIONS

The Company owns all of the shares of four holding corporations that own capital
stock of three companies with business operations in the Republic of Moldova
("Moldova"). The capital stock of such three companies comprises all of the
issued and outstanding shares of an insurance company, Exim Asint S.A. (the
"Insurance Company"), a bank, Banca Comerciala pe Actiuni "Export - Import" (the
"Bank"), and 65% of the issued and outstanding shares of the Jolly Alon Limited
(the "Hotel"), a hotel, and all of the issued and outstanding shares of
Intercomsoft Limited ("Intercomsoft"), an Irish corporation.

The Insurance Company began operations at the beginning of 1995 and is active in
the general insurance sector providing property and liability coverage to the
Moldovan market. Commencing in the last quarter of 1997, the Insurance Company
also provides reinsurance services to the Moldovan insurance market.

The Bank was established on April 26, 1994, received its General Banking License
from the National Bank of Moldova on April 29, 1994 and began activity as a new
bank on June 1, 1994. The Bank's activities include, inter alia, receipt of
monetary deposits, granting credit, transacting in foreign currency, financing
international trade, issuing credit cards, investment in securities, retaining
and managing marketable documents and other assets for other parties, and
managing payments.

The Hotel was established on October 15, 1991 and operates and manages the Jolly
Alon Hotel and rents stores and offices located on Hotel property. The principal
guests of the Hotel are business persons from all over the world and
international diplomats. The tourism sector with respect to Hotel guests is
marginal and, accordingly, seasonability is not a factor.

                                        F-6
<PAGE>


Intercomsoft was incorporated in February, 1995 as a non resident Irish
registered company. Intercomsoft supplies equipment and auxiliary materials
intended for production of computerized documents (passports, drivers'
licenses, car licenses and ID cards), and the software that is necessary for
the operation of this equipment, and provides it to the Moldovan Ministry of
Economics.

NOTE 3 - RISKS AND UNCERTAINTIES

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

        (a) The Company's subsidiaries operate in Moldova, a former Republic of
the Soviet Union, and are heavily dependent on Russia and on a number of former
Republics of the Soviet Union. Accordingly, the current political and economic
situation in Moldova, Russia and the former Republics of the Soviet Union which
have historically been unstable, could have a material adverse effect on the
Company and its subsidiaries. Political uncertainty and instability in the
Republic of Moldova may also play a roll in the future revenue and income of the
Company and its subsidiaries.

        (b) The Moldovan Ministry of Economics ("Ministry") is Intercomsoft's
only customer. In November 1999, the Company learned that the Ministry of
Economy Affairs and Reform of the Republic of Moldova was soliciting bids to
select an audit company to review the contract between Intercomsoft and the
Government of the Republic of Moldova ("GRM"), pursuant to which Intercomsoft is
granted the right to act as the exclusive supplier of the technology required to
produce secure essential documents to GRM. The Company believes that the review
will involve the assessment of such contract comparing it with international
norms for prices charged for the services performed. No assurances can be given
when, if ever, such a review shall begin or the results therefrom. A loss, or a
substantial change in the terms of such contract could, however, have a material
adverse effect on Intercomsoft and the Company

        (c) The Insurance Company cedes insurance to other companies, the major
one being Munchener Ruckversicherungs Gesellschaft (Munich Re). These
reinsurance contracts do not relieve the Insurance Company from its primary
obligations to policyholders. Failure of reinsurers to honor their obligations
could result in losses to the Insurance Company. In order to reduce its credit
risk, the Insurance Company seeks to do business only with financially sound
reinsurance companies and regularly reviews the financial strength of reinsurers
used. No provision for uncollectible amounts has been made since none of the
receivables is deemed to be uncollectible.

        (d) The Bank currently operates under a B-License issued by the National
Bank of Moldova ("NBM"). NBM regularly revises the capital requirements for the
banks. In accordance with current regulations, banks operating under a B-License
must maintain a shareholders' equity of no less than 48 Million Moldovan Leu
("MDL") as of July 1, 2000, which amount equals approximately $3.8 Million U.S.
Dollars at the exchange rate in effect at March 31, 2000. The Bank's
shareholders' equity as of March 31, 2000 amounts to approximately 36.5 Million
MDL; approximately $2.9 Million U.S. Dollars. Therefore, the Bank must increase
its shareholders' equity by approximately 11.5 Million MDL, or approximately
$900,000 U.S. Dollars, by July 1, 2000 in order to maintain its current banking
license in Moldova. In addition, NBM has advised the Company that as of January
1, 2001, banks with a B-License will be required to increase its equity to a
minimum of 76 Million MDL, or approximately $6 Million U.S. Dollars Should the
Bank be unable to meet these capitalization requirements, it may lose its
license to operate as a bank in Moldova. Although the Company believes that the
Bank will increase its shareholders' equity to the required amounts, in the
event that the Bank is not able to do so, the Bank's ability to operate as a
bank in Moldova could be terminated, which would have a material adverse effect
on the Company.

                                        F-7
<PAGE>


NOTE 4 - FOREIGN CURRENCY TRANSLATION

The Moldovan Leu (MDL) is the functional currency of the Company's
subsidiaries which are all located in, or derive their revenue from, the
Republic of Moldova. Accordingly, the assets and liabilities denominated in
foreign currency are translated into U.S. Dollars at the current rate of
exchange existing at period-end and revenues and expenses are translated at
average monthly exchange rates. Related translation adjustments are reported
as a separate component of shareholders' equity, whereas gains or losses
resulting from foreign currency transactions are included in results of
operations.

During the three months ended March 31, 2000 and 1999 fluctuations in the MDL
and the United States Dollar reduced the Company's net income in the amounts
reflected in the Company's Consolidated Statement of Changes in Shareholders'
Equity under the line item "Other Comprehensive Loss", as a component of
Shareholders' Equity.

NOTE 5 - SHAREHOLDERS' EQUITY

        (a) On February 25, 1999, the Company entered into employment agreements
(collectively the "Employment Agreements") with three of its executives (the
"Executives") each of which is for a term of five years commencing January 1,
1999 and provide for aggregate annual compensation of $360,000 in the first year
of the Employment Agreement. In addition, the Employment Agreements provide 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 Executives will receive
incentive warrants ("Incentive Warrants") to purchase an aggregate of 200,000
shares of the Company's common stock (the "Common Stock") up to a maximum of
3,000,000 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, 2000, no
Incentive Warrants were outstanding.

        (b) In May, 1999 the Company issued warrants to purchase 1,400,000
shares of its Common Stock to the Executives. The warrants may be exercised for
a period of five years at an exercise price of $11.50 per share. Effective
February 28, 2000 the Company canceled these warrants and issued 1,400,000
warrants to such Executives with substantially the same terms, at an exercise
price of $.50 per share.

During 1999, the Company granted five year warrants to purchase up to 60,000
shares of the Company's Common Stock, 30,000 of which are at an exercise price
of $11.50 per share and 30,000 of which are at an exercise price of $.75 per
share, to certain former members of the Company's Board of Directors.

As of March 31, 2000, warrants to purchase 1,460,000 shares of Common Stock were
issued and outstanding.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company transacts business at times with related parties while conducting
its commercial activities. The Company believes such transactions are on
substantially the same terms as those prevailing at the time for comparable
transactions with unrelated parties.

Pursuant to a resolution of the Company's Board of Directors on March 31, 2000,
the Company approved payment of a Company liability to a company owned by the
Company's majority stockholder of the principal balance of $1,162,000 plus
interest from January 6, 1998 to the date of payment (April 5, 2000). Prior to
this resolution, the liability had been deemed non-interest bearing. As of March
31, 2000, the Company accrued $187,000 representing interest from January 6,
1998 to the date of payout, which amount is included in other liabilities on the
accompanying March 31, 2000 Balance Sheet.

During 1999, the Bank loaned $500,000 to a corporation whose beneficial owner is
the Chairman of the Board of the Company. As a result of non-payment, the Bank
foreclosed on the building which was held as collateral. The Bank intends to use
the building, which is included in property and equipment in the financial
statements, as an additional banking facility.

NOTE 7 - MINORITY INTEREST

The minority interest comprises a 35% interest by the Government of the Republic
of Moldova in the Hotel.


                                        F-8
<PAGE>



ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with
the Company's financial statements and notes thereto appearing elsewhere in this
report.

General

      The Company through its wholly-owned subsidiaries; owns 65% of the issued
and outstanding shares of capital stock of the Jolly Alon Limited, a Moldovan
corporation ("Hotel"), that operates and manages the Jolly Alon Hotel in
Chisinau, Moldova with the remaining thirty-five (35%) percent of the issued and
outstanding shares of capital stock of the Hotel being owned by the Government
of the Republic of Moldova; 100% of the issued and outstanding shares of capital
stock of Banca Commerciala pe Actiuni "Export-Import," a Moldovan corporation
("Bank"), which owns a commercial bank in Moldova; 100% of the issued and
outstanding shares of capital stock of Exim Asint, S.A., a Moldovan corporation
("Insurance Company") which owns a property and casualty insurance business in
Moldova; and 100% of the issued and outstanding shares of capital stock of
Intercomsoft, Ltd., an Irish corporation ("Intercomsoft"), which is the
exclusive supplier to the Government of the Republic of Moldova of the
technology and equipment required to manufacture secure essential government
documents (e.g., passports, drivers' licenses, etc.). The Company's interests in
the Bank, the Hotel and the Insurance Company were acquired on January 6, 1998.
The Company's interest in Intercomsoft was acquired on May 6, 1998.

      As the Company's subsidiaries all operate in, or derive its revenues from,
the Republic of Moldova, the current (and future) economic situation, and the
political uncertainty and instability, in the Republic of Moldova and in Russia
could have a material adverse effect on the Company and its subsidiaries.

      The functional currency in the Republic of Moldova  is the Moldovan
Leu.  References herein to $ or U. S. $ are to the United States Dollar.
References herein to MDL are to the Moldovan Leu.

COMPARISON OF 1st QUARTER 2000 TO 1st QUARTER 1999

The Company (As Consolidated)

      The Company's total revenues for the 1st Quarter 2000 were $1,789,000 a
decline from 1st Quarter 1999 total revenues of $2,140,000, or approximately
16%.

      Operating expenses were approximately $1,775,000 and $1,246,000, in 1st
Quarter 2000 and 1st Quarter 1999, respectively. Measured as a percentage of
revenues, total operating expenses were approximately 98% and 58% for 1st
Quarter 2000 and 1st Quarter 1999, respectively.

      In 1st Quarter 2000 the Company had net income of approximately
$38,000, or 2% of revenues. In 1st Quarter 2000, net income declined by
$490,000 from $528,000 in 1st Quarter 1999, or 93%.

      The significant increase in the Company's operating expenses had a
material adverse impact on the Company's consolidated net income.

                                        1
<PAGE>


      On April 3, 2000, Magnum Associates Limited ("Magnum"), a controlling
stockholder of the Company beneficially owned by the Company's Chairman of the
Board, demanded payment to it of the indebtedness of the Company owed to it in
the principal amount of $1,162,000, together with $187,000 of accrued interest
thereon. The Company paid the sum of $1,349,000 to Magnum on April 5, 2000
pursuant to such demand. The Company utilized substantially all of its available
cash to make such payment.

      The Company believes that the economic crisis in Russia, which caused an
economic slowdown in the Republic of Moldova, resulting in less disposable
income to the Moldovan population, had an adverse impact on the revenues and
income of the Company's subsidiaries and, therefore, on the Company. Such
slowdown may continue to have such adverse impact. In addition, the Moldovan
Leu, the currency of the Republic of Moldova, has undergone significant
devaluation, which has also had a significant and adverse impact on the revenue
and income of the Company. Additional devaluation of the currency may continue
to have such an adverse impact.

The Bank

      The Bank derives its revenue from charging fees for its services, interest
charged on loans, interest earned on funds deposited in correspondent banks and
investing in securities issued by the Moldovan government.

      During 1st Quarter 2000, the Bank had interest income of approximately
$251,000, a decrease of approximately $141,000 or approximately 36% from 1st
Quarter 1999 interest income of approximately $392,000. The largest component of
the Bank's total interest income was interest earned on loans which was
approximately $183,000 and $271,000, or approximately 73% and 69% of the Bank's
total interest income during 1st Quarter 2000 and 1st Quarter 1999,
respectively. The decrease in interest income of interest earned on loans by
approximately 32% was the result of the decrease in the Bank's loan portfolio by
approximate 43%. However, the percentage of interest earned on loans in the
total interest income increased in 1st Quarter 2000 as compared to 1st Quarter
1999, indicating changes in the structure of interest income. The remaining
components of the Bank's interest income were interest earned on securities and
interest earned on deposits with correspondent banks. During 1st Quarter 2000,
the Bank earned approximately $19,000 in interest on securities, approximately
8% of the Bank's total interest income in 1st Quarter 2000, and approximately
$48,000, or approximately 19% of its total interest income from interest earned
on deposits with correspondent banks. During 1st Quarter 1999, the Bank earned
approximately $87,000 in interest on securities, approximately 22% of the Bank's
total interest income, and approximately $34,000 or 9% of its interest income
from interest earned on deposits with correspondent banks. The decrease in
interest income on securities by approximately 78% is the result of a decrease
in securities held by the Bank by approximately 75%.

      In addition to interest income, the Bank also had non-interest income of
approximately $242,000 during 1st Quarter 2000 in comparison to approximately
$310,000 in 1st Quarter 1999, a decrease of approximately $68,000, or 22%. One
of the components of the Bank's non-interest income is foreign exchange trading
profit and commissions of approximately $72,000 and $149,000 which represented
approximately 30% and 48% of the Bank's non-interest income during 1st Quarter
2000 and 1st Quarter 1999 showing a decrease of approximately $77,000, or 52%.
Another component of the Bank's non-interest income was financial service fees
of approximately $191,000 and $148,000 which represented approximately 79% and
48% of the Bank's non-interest income during 1st Quarter 2000 and 1st Quarter
1999 respectively, representing an increase of approximately $43,000 or 29%.


                                        2
<PAGE>


      The Bank's interest expense during 1st Quarter 2000 was approximately
$103,000 and $233,000 representing 41% and 59% of the interest income during 1st
Quarter 2000 and 1st Quarter 1999, respectively. The decrease in interest
expenses resulted primarily from a decrease in interest on time deposits as well
as a decline in the Bank's loan portfolio. The non-interest expense of the Bank
were approximately $453,000 and $258,000 during 1st Quarter 2000 and 1st Quarter
1999, respectively, comprised principally of salaries and related costs of
approximately $102,000 and $108,000, respectively, as well as outside services
and processing costs of approximately $133,000 and $46,000, respectively.

      A reduction in the allowance for possible loan losses reduced the Bank's
expenses by approximately $199,000 during 1st Quarter 2000 as a release of the
allowance of some loans for which significant provisions were previously
recorded. During 1st Quarter 1999 the allowance for possible loan losses
amounted to approximately $56,000.

      The Bank currently operates under a B-License issued by the National Bank
of Moldova. The National Bank of Moldova regularly revises the capital
requirements for banks. In accordance with current regulations, banks operating
under a B-License (such as the Bank) must maintain a shareholders' equity of 48
million Moldovan Leu as of July 1, 2000 (approximately $3.8 million U.S. at the
exchange rate in effect at March 31, 2000.) The Bank's shareholders' equity as
of March 31, 2000 was approximately 36.5 million Moldovan Leu (approximately
$2.9 million U.S.) As a result, the Bank must increase its shareholders' equity
by approximately 11.5 million Leu (approximately $900,000 U.S.), by July 1, 2000
in order to maintain its current banking license in Moldova. In addition, the
National Bank of Moldova has declared that all banks with a B-License will be
required to maintain shareholders' equity of no less than 76 million Leu
(approximately $6 million U.S.), by January 1, 2001. Should the Bank be unable
to meet these capitalization requirements, it may lose its B-license to operate
as a bank in Moldova. Although the Company currently believes that the Bank will
increase its shareholders' equity to the required amounts, within the required
time frames, in the event that the Bank is not able to do so, the Bank's ability
to operate as a bank in Moldova would, in all likelihood, be terminated which
would have a material adverse effect on the Company.

      The Company believes that the economic crisis in Russia, which caused
an economic slowdown in the Republic of Moldova, resulting in less disposable
income to the Moldovan population, had an adverse impact on the revenues and
income of the Bank, and subsequently, on the Company. Such slowdown may
continue to have such adverse impact. In addition, the Moldovan Leu, the
currency of the Republic of Moldova, has undergone significant devaluation,
which has also had a significant and adverse impact on the revenue and income
of the Company. Additional devaluation of the currency may continue to such
an adverse impact.

                                        3
<PAGE>


The Hotel

      The Hotel derives its revenues principally from rental of guest
accommodations, restaurant operations and leasing of stores and offices.

      During 1st Quarter 2000, the Hotel's revenues of approximately $534,000
were principally derived from rental of guest accommodations, restaurant
operations and leasing of stores and offices. During 1st Quarter 2000 the Hotel
revenues increased by approximately $64,000, or approximately 14%, from its
approximate revenues of $470,000 in 1st Quarter 1999.

      Total cost of revenues for the Hotel were approximately $218,000 and
$292,000 for 1st Quarter 2000 and 1st Quarter 1999, or approximately 40% and 62%
of Hotel revenues, respectively.

      The Hotel's approximate $64,000 increase in revenues in 1st Quarter 2000
from 1st Quarter 1999 resulted principally from an increase in room rentals. The
revenue from room rentals during 1st Quarter 2000 and 1st Quarter 1999
constituted approximately $339,000 and $296,000 or 63% for each period, from the
total revenues, respectively. The average occupancy rates for 1st Quarter 2000
and 1st Quarter 1999 were 45% and 32% respectively. At the same time,
promotional discounts offered 1st Quarter 2000 were higher in comparison to the
same period in 1999.

      The total expenditure for 1st Quarter 2000 amounted to $449,000, or 84% of
revenue as compared $376,000, or 80%, in 1st Quarter 1999.

      The end result of the foregoing was that in 1st Quarter 2000 the Hotel
realized an net profit of approximately $74,000 or 14% of revenue while in
1st Quarter 1999 the Hotel derived a net profit of $69,000, or 15%. The
foregoing dollar amounts are stated before giving effect to the minority
interest of 35% of the Government of the Republic of Moldova.

      Although the Hotel generated an operating profit for 1st Quarter 2000 when
compared to 1st Quarter 1999, the Company believes that the economic crisis in
Russia, which caused an economic slowdown in the Republic of Moldova, resulting
in less disposable income to the Moldovan population, had an adverse impact on
the revenues and income of the Hotel and, therefore, on the Company. Such
slowdown may continue to have such adverse impact. In addition, the Moldovan
Leu, the currency of the Republic of Moldova, has undergone significant
devaluation, which has also had a significant and adverse impact on the revenue
and income of the Company. Additional devaluation of the currency may continue
to have such an adverse impact.


                                        4
<PAGE>


Intercomsoft

      Intercomsoft derives its revenue from being the exclusive supplier of the
technology, equipment and consumables required to produce secure essential
documents (e.g., passports, drivers' licenses, etc.), to the Government of the
Republic of Moldova.

      During 1st Quarter 2000 and 1st Quarter 1999, Intercomsoft had revenues
from operations of approximately $683,000 and $918,000, respectively. Management
attributes this approximate 25% decrease in revenues to the decrease in the
number of documents produced.

      During 1st Quarter 2000 as compared to 1st Quarter 1999, the other
operating expenses increased significantly, from approximately $25,000 to
approximately $134,000. Approximately 96% of the other operating expenses
constitute payments for marketing and promotion services. As a result of these
changes, the net income during 1st Quarter 2000 was approximately $334,000 a
decrease of $304,000 from 1st Quarter 1999 of approximately $638,000, or 47%.

      The Company believes that the economic crisis in Russia, which caused an
economic slowdown in the Republic of Moldova, resulting in less disposable
income to the Moldovan population, had an adverse impact on the revenues and
income of Intercomsoft and, therefore, on the Company. Such slowdown may
continue to have such adverse impact. In addition, the Moldovan Leu, the
currency of the Republic of Moldova, has undergone significant devaluation,
which has also had a significant and adverse impact on the revenue and income of
the Company. Additional devaluation of the currency may continue to such an
adverse impact.

      The Company learned in November 1999 that the Ministry of Economy Affairs
and Reform of the Republic of Moldova (the "Ministry"), was soliciting bids to
select an audit company to review the Supply Agreement between Intercomsoft and
the Government of the Republic of Moldova pursuant to which Intercomsoft is
granted the right to act as the exclusive supplier of the technology required to
produce secure essential documents to the Government. The Company believes that
the review will involve the assessment of such contract comparing it with
international norms for prices charged for the service performed. No assurance
can be given when, if ever, such review shall begin or the results therefrom. A
loss, or a substantial change in the terms of such contract could, however, have
a material adverse affect on Intercomsoft and the Company. As of the date of
this filing, the Company is not aware that any review has begun, nor if a bid on
such review has been awarded.

                                        5
<PAGE>

The Insurance Company

      Although the Insurance Company began operations in 1995 it is still in an
expansion phase. The Insurance Company derives its revenues from premium
payments from its insureds and from the investment of its insurance reserves.

      During 1st Quarter 2000 and 1st Quarter 1999, the Insurance Company had
total revenues of approximately $52,000 and $51,000, and operating expenses of
approximately $26,000 and $47,000, respectively.

      The decrease in expenses and the increase in income resulted in net income
of approximately $24,000 during 1st Quarter 2000 as compared to net income of
approximately $4,000 in 1st Quarter 1999.

      The Company believes that the economic crisis in Russia, which caused an
economic slowdown in the Republic of Moldova, resulting in less disposable
income to the Moldovan population, had an adverse impact on the revenues and
income of the Insurance Company and, therefore, on the Company. Such slowdown
may continue to have such adverse impact. In addition, the Moldovan Leu, the
currency of the Republic of Moldova, has undergone significant devaluation,
which has also had a significant and adverse impact on the revenue and income of
the Company. Additional devaluation of the currency may continue to have such an
adverse impact.

Liquidity & Capital Resources

      The Company believes that its existing source of liquidity and its current
revenues and cash flow, will be adequate to sustain its current operations and
to satisfy its current working capital and capital expenditure requirements for
the next twelve (12) months, with the exception of the Bank, which requires
additional capitalization of no less then $900,000 prior to July 1, 2000 and a
further capitalization of no less than $2,200,000 by January 1, 2001 to maintain
its status as a bank in Moldova.

      The Company plans to continue seeking other acquisition candidates, both
domestically and internationally, which may be acquired through the issuance of
securities and/or the payment of available cash.

Year 2000 Compliance

      The Company believes it is Year 2000 compliant and experienced no
difficulties associated with the rollover of the latter two digit year value to
00.

Recent Developments

      The Company learned in November 1999 that the Ministry of Economy
Affairs and Reform of the Republic of Moldova (the "Ministry"), was
soliciting bids to select an audit company to review the Supply Agreement
between Intercomsoft and the Government of the Republic of Moldova pursuant
to which Intercomsoft is granted the right to act as the exclusive supplier
of the technology required to produce secure essential documents to the
Government. The Company believes that the review will involve the assessment
of such contract comparing it with international norms for prices charged for
the service performed. No assurance can be given when, if ever, such review
shall begin or the results therefrom. A loss, or a substantial change in the
terms of such contract could, however, have a material adverse affect on
Intercomsoft and the Company. As of the date of this filing, the Company is
not aware that any review has begun, nor if a bid on such review has been
awarded.

                                        6

<PAGE>


      On February 28, 2000 the Company issued warrants to purchase 600,000,
400,000 and 400,000 shares of Common Stock to each of Messrs. Boris
Birshtein, Ted Shapiro and Robert Blessey, respectively, in consideration of
the significant time and effort expended by such individuals on the Company's
behalf for which they were not compensated. The warrants have an exercise
period of five years from the date of issuance at an exercise price of $0.50
per share. Simultaneously with the issuance of such warrants, the Company
canceled the warrants previously issued to such individuals for a like number
of shares of Common Stock, such warrants being exercisable during the term
thereof at a purchase price of $11.50 per share.

      Abdallah S. Mishrick and Jay J. Miller resigned as a members of the
Board of Directors on February 7, 2000 and February 11, 2000 respectively.
Effective upon their resignation, the Company's Audit Committee was dissolved.

      On March 17, 2000 the Company entered into an agreement with Shmuel
Gurfinkel, to pay him $5,000 per month, beginning February 1, 2000 for services
to be rendered by him in his capacity as the Company's Chief Financial Officer.

      On May 1, 2000, Alexander M. Gordin and Gary Shokin were appointed to
serve as members of the Company's Board of Directors to fill the vacancies in
the Board resulting from the resignations of Abdallah S. Mishrick and Jay J.
Miller as noted above.

      Further, on May 1, 2000, Alexander A. Gordin was appointed as the
Company's President and Gary Shokin was appointed as the Company's Vice
President. Ted Shapiro simultaneously resigned as President of the Company, but
remains as its Chief Executive Officer and a member of its Board of Directors.

Related Party Transactions

      The Bank made a $500,000 principal amount loan to Polen S.R.L., an
entity doing business in the Republic of Moldova, whose beneficial owner is
the Company's Chairman of the Board. The loan was not paid when it matured.
As a result of non-payment of such loan when it matured, in the 1st Quarter
2000 the Bank foreclosed on the building held as collateral for such loan,
which is valued at $682,000, based on an independent appraisal from
Pricewaterhouse Coopers dated February 25, 2000. The Bank intends to use this
property (which is located a few doors away from its main facility in
Chisinau) as a client services annex to the Bank and for other expanded
banking services.

      On April 3, 2000, Magnum Associates Limited ("Magnum"), a controlling
stockholder of the Company beneficially owned by the Company's Chairman of the
Board, demanded payment to it of the indebtedness of the Company owed to it in
the principal amount of $1,162,000, together with interest thereon through the
date of payment. The Company paid the sum of $1,349,000 to Magnum on April 5,
2000 pursuant to such demand. The Company utilized substantially all of its
available cash to make such payment.

      The Company believes all transactions conducted with affiliates are on
terms that could be obtained from non-affiliated independent third parties on an
arms length basis.

      The foregoing discussion and analysis should be read in conjunction with
the Company's financial statements and notes thereto appearing elsewhere in this
report.

                                        7
<PAGE>


                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(A)   EXHIBITS

EXHIBIT NO.       DESCRIPTION OF DOCUMENT

      2           Agreement and Plan of Reorganization, effective January 6,
                  1998, by and among the Company, Edward F. Cowle, H. DeWorth
                  Williams, Gold Hill Mines, Inc., Magnum Associates Ltd. and
                  Starbeam, Ltd.(1)

      2A          Registrant's Certificate of Incorporation(2)

      3           By-Laws(2)

      4           Specimen of Certificate of Common Stock(2)

      21          List of Subsidiaries(3)

      27          Financial Data Schedule

(B)   REPORTS ON FORM 8-K

      No Current Report on Form 8-K was filed during the Quarter Ended March 31,
2000.




- ----------
     (1) Incorporated by reference to the Company's Report on Form 8-K, filed on
         January 6, 1998, as amended by the Company's Form 8-KA on March 6,
         1998.

     (2) Incorporated by reference to the Company's Registration Statement on
         Form 10-SB.

     (3) Incorporated by reference to the Company's Report on Form 10-KSB for
         its fiscal year ended December 31, 1999.


                                        8
<PAGE>



                                   SIGNATURES


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



                                          TRIMOL GROUP, INC.




Dated: May 15, 2000                       By:   /s/ Ted Shapiro
                                                --------------------------------
                                                Ted Shapiro, Chief Executive
                                                Officer




Dated: May 15, 2000                       By:   /s/ Shmuel Gurfinkel
                                                --------------------------------
                                                Shmuel Gurfinkel, Chief
                                                Financial Officer


                                        9

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