FORM 8-K/A
Date of Report: January 19, 2001
Trimol Group, Inc.
(Name of Registrant)
Delaware 0-28144 13-3859706
State of Inc. Commission File # IRS EIN
1285 Avenue of the Americas, 35th Floor, New York, NY 10019
Address
(212) 554-4394
Item 2. Acquisition or Disposition of Assets.
On June 18, 2000, Trimol Group, Inc. ("Trimol") entered into a loan
arrangement with a controlling stockholder, Magnum Associates Ltd. ("Magnum"),
which is owned and controlled by Boris Birshtein, a Director and beneficial
owner of 73.1% of Trimol.
Magnum loaned Trimol US$796,000 (the "Loan"), which was needed by Trimol to
fulfill increased statutory capital requirements imposed upon Banca Commerciala
pe Actiuni "Export-Import" (the "Bank") by the National Bank of Moldova. The
capital stock of the Bank is owned equally by Maximilia, Ltd. ("Maximilia") and
Sturge, Ltd. ("Sturge"), which are wholly owned subsidiaries of Trimol. The
Trimol Board of Directors (the "Board") accepted the Loan by resolution after
several failed attempts were made to obtain the money through independent third
parties. On June 28, 2000, the Board approved the payment of US$74,000 on the
Loan, thereby reducing the principal amount owed to US$722,000.
On December 16, 2000, Magnum assigned (the "Assignment") all of its rights,
obligations and liabilities created under the Loan to Starbeam, Ltd.
("Starbeam"), a corporation effectively owned and controlled by Mr. Birshtein.
In response to risk-based capital adequacy regulations, issued by the
National Bank of Moldova, reguiring all banks operating with a "B" license to
maintain a minimum capital amount, the Bank was forced to again increase its
capital, this time, in the amount of US$1,216,000 on or prior to December 31,
2000. The Board was unsuccessful in its attempts to secure financing through
independent third parties to meet these capital requirements. Thus in order to
raise the US$1,216,000 to meet the increased capital requirements and for the
Bank to maintain its "B" license, the Board, through resolution, approved the
transfer of 100% of the capital stock of Maximilia and 50% of the capital stock
of Sturge to Starbeam in exchange for the US$1,216,000 capital infusion and in
further satisfaction of the Loan in the principal amount of US$722,000.
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Prior to the transactions outlined above, the Board, acting by resolution,
approved the transfer of all of the capital stock of Exim-Asint S.A.
("Exim-Asint") directly to Paul Garnier, Ltd. ("Paul Garnier"), a corporation
organized under the laws of Ireland and wholly owned by Trimol for consolidation
purposes. Exim-Asint is a corporation organized under the laws of Moldova and
currently operates in the Moldovan insurance industry. Prior to the transfer to
Paul Garnier, Exim-Asint's capital stock was owned by Maximilia in the amount of
55%, the Bank in the amount of 30%, and by Paul Garnier in the amount of 15%.
Each of the Exim-Asint's previous owners are wholly owned, either directly or
indirectly, by Trimol.
SIGNATURES
TRIMOL GROUP, INC.
January 19, 2001
By: /s/ Alex Gordin
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