U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2012~~ 2014

Commission file number: 000-26971

TRIMOL GROUP, INC. (Name of Registrant as specified in its charter)

(Name of small business issuer in its charter)

DELAWARE	13-3859706
(State of Incorporation)	(IRS EMPLOYER ID NO.)

1221 AVENUE OF THE AMERICAS, SUITE 4200, NEW YORK, NY, 10020 (Address of principal offices)

Address of principal offices)

Registrant’s Telephone Number: (212) 554-4394

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Title of Each Class		Name of each Exchange on which listed
Common Stock, par value $0.01 per share		OTC Bulletin Board

Indicate by check mark ~~whether~~if the Registrant ~~(1)~~is ~~has~~a ~~filed~~well-known ~~all~~seasoned ~~reports~~issuer, ~~required~~as todefined bein ~~filed~~Rule by405 ~~Section 13 or 15(d)~~ of the Securities ~~Exchange~~ Act ~~of 1934 during the preceding 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 þ¨ No o þ

Indicate by check mark ifwhether ~~disclosure~~the ofRegistrant ~~delinquent~~(1) ~~files~~has ~~pursuant~~filed toall ~~Item~~reports ~~405~~required ofto ~~Regulation~~be ~~S-K~~filed (§by ~~229/405~~Section of13 ~~this~~or ~~chapter~~15(d) isof ~~not~~the Securities Exchange ~~contained~~Act ~~herein,~~of ~~and~~1934 ~~will~~during ~~not~~the bepreceding ~~contained,~~12 tomonths ~~the~~(or ~~best~~for ofsuch ~~Registrant’s~~shorter ~~knowledge,~~period inthat ~~definitive~~the ~~proxy~~Registrant orwas ~~information~~required ~~statements incorporated~~to byfile ~~reference~~such inreports), and ~~Part~~(2) ~~III~~has ofbeen ~~this~~subject ~~Form~~to ~~10-K~~such orfiling ~~any~~requirements ~~amendment~~for tothe ~~this~~past ~~Form~~90 ~~10-K~~days. oYesþ No ¨

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (§ 229/405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s ~~revenues~~knowledge, ~~for~~in ~~fiscal~~definitive proxy or information statements ~~year~~incorporated ~~ended~~by ~~December~~reference ~~31,~~in ~~2012~~Part ~~were~~III $0of this Form 10-K or any amendment to this Form 10-K. ¨

~~The~~Registrant’s ~~aggregate~~revenues ~~market~~for ~~value~~fiscal ~~of the voting common equity held~~year byended ~~non-affiliates~~December ~~of the Registrant was approximately $180~~31,~~402~~ as2014 ofwere ~~June 30, 2012 computed on the basis of a closing price of~~ $0.~~008 per share on such date of the Registrant’s common stock as reported on the National Association of Securities Dealers, Inc.’s Over the Counter Bulletin Board.~~

~~Indicate~~The aggregate market value of the byvoting ~~check~~common ~~mark~~equity ~~whether~~held by non-affiliates of the Registrant iswas aapproximately ~~large~~$160,000 ~~accelerated~~as ~~filer,~~of anJune ~~accelerated~~30, ~~filer~~2014, awhich ~~non-accelerated~~is ~~filer~~the last orbusiness aday ~~smaller~~of ~~reporting company.~~the ~~See~~Registrant’s ~~definition~~most recently completed second fiscal quarter, computed on the basis of ~~“accelerated~~a ~~filer~~closing price ~~and~~of ~~large~~$0.008 ~~accelerated~~per ~~filer”~~share inon ~~Rule~~such ~~12b-2~~date of the ~~Exchange~~Registrant’s ~~Act.~~common ~~Large accelerated~~stock ~~filer~~as o reported ~~Accelerated~~on ~~filer~~the oNational Association of Securities ~~Non-accelerated~~Dealers, ~~filer~~Inc.’s ~~o Smaller~~Over ~~reporting~~the ~~company~~Counter þBulletin Board.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes o No þ

Transitional Small Business Disclosure Format (check one): Yes þ No o¨

The number of shares outstanding of the Registrant’s common stock, as of ~~April~~July 1614, ~~2013~~2015 was 100,472,328.

TABLE OF CONTENTS

Trimol Group Inc. ~~– Form 10-K~~

~~Year~~Annual ~~Ended~~Report ~~December~~on ~~31,~~Form ~~2012~~10-K

		PART I
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1 A	UNRESOLVED STAFF COMMENTS	4
ITEM 1 B	RISK FACTORS	4
ITEM 2.	DESCRIPTION OF PROPERTY	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
		PART II
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
ITEM 6.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	12
ITEM 7.	FINANCIAL STATEMENTS	15
	Report of Independent Registered Public Accounting Firm	15
	Consolidated Balance Sheet	16
	Consolidated Statement of Operations	17
	Consolidated Statement of Changes in Shareholders’ Deficiency	18
	Consolidated Statement of Cash Flows	19
	Notes to Consolidated Financial Statements	20
ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
ITEM 8-A	CONTROLS AND PROCEDURES	26
		PART III
ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT	28
ITEM 10.	EXECUTIVE COMPENSATION	30
ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	34
ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	35
ITEM 13.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	36
ITEM 14.	EXHIBITS	37

Year Ended December 31, 2014

	PART I

ITEM 1.	DESCRIPTION OF BUSINESS	3

ITEM 1 A	RISK FACTORS	4

ITEM 1 B	UNRESOLVED STAFF COMMENTS	8

ITEM 2.	PROPERTIES	8

ITEM 3.	LEGAL PROCEEDINGS	9

	PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9

ITEM 6.	SELECTED FINANCIAL DATA	10

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13

	Report of Independent Registered Public Accounting Firm	13
	Consolidated Balance Sheet	14
	Consolidated Statement of Operations	15
	Consolidated Statement of Changes in Shareholders’ Deficiency	16
	Consolidated Statement of Cash Flows	17
	Notes to Consolidated Financial Statements	18

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23

ITEM 9-A	CONTROLS AND PROCEDURES	23

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE; GOVERNANCE	25

ITEM 11.	EXECUTIVE COMPENSATION	26

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	29

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	30

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	31

	PART IV

ITEM 15.	EXHIBITS	32

PART I

ITEM 1.

DESCRIPTION OF BUSINESS

Description of the Company

Trimol Group Inc. (OTCBB: TMOL) is a Delaware corporation. Although we are seeking business opportunities, as of December 31, ~~2012~~2014, and for the past ~~six~~ eight years, we ~~did~~have not ~~have~~ had any business operations that generated revenue.

Intercomsoft Limited (“Intercomsoft”) is our wholly owned subsidiary. Although its does not currently have any business operations, through April 2006, pursuant to a ~~Contract~~ Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”) awarded to Intercomsoft in April 1996 by the Ministry of Economics, Republic of Moldova, Intercomsoft provided Moldova with 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. Moldova has asserted that the Supply Agreement expired by its terms on April 29, 2006 and was not renewed. The non-renewal of the Supply Agreement has been disputed by Intercomsoft and is the subject of two pending legal actions. (See Item 3 - Legal Proceedings).

As used in this report, unless otherwise required by the context, Trimol Group, Inc. and its subsidiary are sometimes collectively referred to as the "Company" or "Trimol Group", or are implicit in the terms "we", "us" and "our".

Our Employees

We currently do not have any full time employees. Our Chief Executive Officer and our Chief Financial Officer provide their services to us on a part-time basis. ~~We also have a number of individuals and entities that provide services to us on a consulting or advisory basis.~~

Transfer Agent

The transfer agent and registrar for our ~~common~~ common stock is Interstate Transfer Company, ~~6084~~1571 ~~South~~Roycroft ~~900 East~~Place, Suite ~~101~~C, Salt Lake City, Utah 84121.

~~Item~~ITEM 1A. ~~UNRESOLVED~~RISK ~~STAFF COMMENTS~~FACTORS

~~None~~You should carefully review and consider the following risks, as well as all other information contained in this Annual Report or incorporated herein by reference, including our consolidated financial statements and the notes to those statements, before you decide to purchase any shares of our common stock. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material could also nevertheless occur and materially adversely affect our business, financial condition, results of operations, or cash flows. In any case, the value of the shares of our common stock could further decline and you could lose all or a portion of your investment in such shares. To the extent any of the information contained in this Annual Report constitutes forward-looking statements or information, the risk factors set forth below must be considered cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely affect our financial condition, results of operations or cash flows. See also, “Statement Regarding Forward-Looking Statements” in Item 6.

ITEM 1B. RISK FACTORS

You should carefully review and consider the following risks, as well as all other information contained in this Annual Report or incorporated herein by reference, including our consolidated financial statements and the notes to those statements, before you decide to purchase any shares of our common stock. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material could also nevertheless materially adversely affect our business, financial condition, results of operations, or cash flows. In any case, the value of the shares of our common stock could decline and you could lose all or a portion of your investment in such shares. To the extent any of the information contained in this Annual Report constitutes forward-looking statements or information, the risk factors set forth below must be considered cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely affect our financial condition, results of operations or cash flows. See also, “Statement Regarding Forward-Looking Statements” in Item 6.

Risks Related to Our Current Financial Condition

We have no current source of revenue.

We did not generate any revenue for the year ended December 31, ~~2012~~2014 nor did we generate any revenue in the year ended December 31, ~~2011~~2013, and we have not generated any revenue since 2006.

We have no current business activities that generate revenue.

Although the Company is currently exploring opportunities, it is not currently engaged in any business activities that generate revenue.

Our liabilities significantly exceed our assets.

As of December 31, ~~2012~~2014 our liabilities ~~exceeded~~ exceeded our assets by approximately $7,~~000~~411,000. This factor, among others, raises substantial doubt about our ability to continue as a going concern.

The loss of our executive officers or key personnel would adversely affect our business.

While we continue to seek business opportunities, we have limited operations that consist mainly of administrative and shareholder related activities. Our ability to restructure the business will be dependent on the services of our executive officers and certain key individuals. If we are unable to compensate our existing or future executives we ~~may~~will likely lack the required leadership to restructure our business.

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

Our financial statements as of December 31, ~~2012~~2014, have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our independent registered public accounting firm has issued a report on these financial statements that includes a paragraph referring to the fact that we have not generated any revenues, ~~and~~ have a stockholders’ deficiency and expressing substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things, our ability to obtain additional equity financing or other capital and, ultimately, to generate revenue and become profitable. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Risks Related to our wholly owned subsidiary Intercomsoft Limited (“Intercomsoft”)~~4

Risks Related to our Wholly Owned Subsidiary Intercomsoft Limited (“Intercomsoft”)

Intercomsoft has no operations.

~~Although it is seeking business opportunities,~~ Intercomsoft has had no operations since 2006. and does not contemplate engaging in any future business activities

Intercomsoft (and the Company) is the party to two legal actions.

Intercomsoft is a party in two pending legal actions (as more fully described in Item 3 - Legal Proceedings). Such legal actions have been ongoing for many years and there can be no assurance as to the outcome of either action.

Intercomsoft operated in the Republic of Moldova.

Intercomsoft formerly operated in the Republic of Moldova, a country with a historically uncertain economic and political climate. This may have a material adverse impact on our ability to collect on ~~any~~a judgment, if any, that may result from ~~certain legal actions~~ the ~~Company~~aforementioned ~~has~~pending ~~brought~~legal ~~against~~actions ~~the Government of the Republic of Moldova,~~ which are more fully detailed in Item 3 – Legal Proceedings.

Risks Related to our Securities and Capital Structure

We are not in compliance with rules requiring the adoption of certain corporate governance measures. This may result in shareholders having limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the Securities and Exchange Commission (“SEC”) and the NASDAQ Stock Market as a result of Sarbanes-Oxley requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets. We are not in compliance with the requirement relating to the establishment of an audit committee consisting of all independent Board members. We have not established a Compensation Committee. We are not yet in compliance with requirements relating to the distribution to stockholders of annual and interim reports, solicitation of proxies, the holding of shareholders meetings, quorum requirements for such meetings and the rights of shareholders to vote on certain matters. Furthermore, until we comply with such corporate governance measures, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have a material adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be ~~harmed~~inaccurate.

We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent registered public accounting firm addressing these assessments. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to maintain an effective internal control environment could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

We do not intend to pay any dividends on our common stock in the foreseeable future.

We currently intend to retain all future earnings, if any, to finance our contemplated future business activities and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The limited public trading market may cause volatility in the price of our common stock.

Our common stock is currently traded on the Over the Counter Bulletin Board (“OTCBB”) under the symbol TMOL. The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like ours. Our common stock is thus subject to this volatility. Sales of substantial amounts of our common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock.

During ~~2012~~2014, the shares of our common stock traded on the OTCBB at prices ranging from a low of $0.~~001~~009 to a high of $0.01 per share. Comparatively, during ~~2011~~ 2013, the shares of our common stock traded at prices ranging from a low of $0.~~002~~001 to a high of $0.0205 per share. The market price of the shares of our common stock, like the securities of many other over-the-counter publicly traded companies, may be highly volatile. Factors such as sales of large numbers of shares of our common stock by existing stockholders and general market and economic conditions may have a significant effect on the market price of our common stock. In addition, U.S. stock markets have experienced extreme price and volume fluctuations in the past. This volatility has significantly affected the market prices of securities of many companies, for reasons frequently unrelated or disproportionate to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

The OTCBB is an inter-dealer, over-the-counter market that provides significantly less liquidity than NASDAQ, and quotes for stocks included on the OTCBB are not listed in the financial sections of newspapers, as are those for the NASDAQ Stock Market. The trading price of our common stock may fluctuate significantly in response to various general economic and market conditions which may have a material or adverse effect on the market price of our common stock.

Trading in our common stock over the last twelve months has been limited, so investors may not be able to sell ~~as many of~~ their shares ~~as they want~~ at prevailing prices.

Shares of our common stock are traded on the OTCBB. Limited trading in our common stock may make it difficult for investors who purchase shares of our common stock to sell such shares in the public market at any given time at prevailing prices. Also, the sale of a large block of our common stock could depress the market price of our common stock to a greater degree than a company that typically has a higher volume of trading of its securities.

We cannot predict whether an active market for our common stock will develop in the future. In the absence of an active trading market:

· Investors may have difficulty buying and selling shares of our common stock or obtaining market quotations;

· Market visibility for shares of our common stock may be limited; and

· Lack of visibility for shares of our common stock may have a depressive effect on its market price.

Penny stock regulations may impose certain restrictions on marketability of our securities

The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special ~~suitability~~ suitability determination ~~for~~as to the purchase of such securities and ~~have~~receive ~~received~~ the purchaser’s written consent to the transaction ~~prior~~ prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the SEC rules require the delivery, ~~prior~~ prior to the transaction, of a risk disclosure document ~~mandated by the SEC~~ relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our securities and may affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities.

Shareholders should be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Purchasers of penny stocks may have certain legal remedies available to them in the event the obligations of the broker-dealer from whom the penny stock was purchased violates or fails to comply with the above obligations or in the event that other state or federal securities laws are violated in connection with the purchase and sale of such securities. Such rights include the right to rescind the purchase of such securities and recover the purchase price paid for them.

Shares eligible for future sale may adversely affect the market

From time to time, certain of our shareholders may be eligible to sell all or some of their shares of our common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. Of the 100,472,328 shares of our common stock issued and ~~outstanding~~ outstanding as of December 31, ~~2012~~2014, all shares have been issued for more than six months and are eligible for sale in compliance with Rule 144(k).

In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a non-affiliate of the Company that has satisfied a six-month holding period. Any substantial sale of our common stock pursuant to Rule 144 may have an adverse effect on the market price of our publicly traded securities.

~~ITEM~~Item 2.1B ~~DESCRIPTION~~UNRESOLVED OFSTAFF ~~PROPERTY~~COMMENTS

None

ITEM 2.

PROPERTIES

We maintain our office at 1221 Avenue of the Americas, Suite 4200, New York, New York 10020, on a month-to-month tenancy.

ITEM 3.

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 Swiss Proceeding

In March 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 for breach of contract and an injunction to prohibit Moldova from further producing essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents, which Intercomsoft had produced from 1996-2006, pursuant to the terms of the ten year Supply Agreement (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. Such action is pending and there can be no assurances as to its outcome.

The Moldovan Proceeding

In November 2010, the Moldovan Defendants commenced an action before the courts of Moldova claiming that the Supply Agreement was properly terminated on April 29, 2006 and seeking reimbursement of certain legal costs (the “Moldovan Proceeding”). Intercomsoft asserted a counterclaim seeking redress for various claims and damages for breach of the Supply Agreement, including interest and penalties which continue to accrue pursuant to the terms of the Supply Agreement. In ~~July~~2013, ~~2011~~ the ~~District~~Supreme Court inof ~~Chisinau,~~ Moldova ~~issued~~annulled ~~a Judgment rejecting~~ the ~~Moldovan Defendants’~~September ~~claim~~2012 ~~for reimbursement of legal costs as unfounded, and awarded approximately $35.6 million in damages to Intercomsoft.~~judgement ~~The Moldovan Defendants appealed the decision~~ of the ~~Moldovan District Court to the~~ Economic Appeal Court in ~~Chisinau,~~favor ~~Moldova and in December 2011 the Appeal Court partially upheld the Judgment~~ of ~~the~~Intercomsoft ~~District Court, similarly rejecting the Moldovan Defendants’ claim,~~ and ~~reduced~~remanded the ~~damage~~proceeding ~~award~~ to ~~Intercomsoft~~a tolower ~~approximately~~court ~~$20.75~~for ~~million~~reconsideration. ~~The~~There ~~Moldovan Defendants further appealed the~~can ~~decision~~be ofno ~~the~~assurance ~~Appeal~~as ~~Court~~ to the ~~Supreme~~outcome ~~Court~~ of ~~Justice~~this ~~in Moldova~~action. In September 2012, the Supreme Court of Justice partially upheld the judgment of the Economic Appeal Court rejecting the Moldovan Defendants’ claim and further reduced the damage award to Intercomsoft to approximately $4 million. The Moldovan Defendants had a right to appeal that judgment if such appeal was filed on or before November 15, 2012. To date, Intercomsoft has not been notified that any further appeal was filed.

There can be no assurance as to the outcome of such legal actions.

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

No matters were submitted during the fiscal year covered by this Annual Report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted and traded on a limited and sporadic basis on the Over the Counter Bulletin Board (“OTCBB”) under the trading symbol TMOL. The limited and sporadic trading does not constitute, nor should it be considered, an established public trading market for our common stock. The following table sets forth the high and low closing bid prices for our common stock for the periods indicated, as reported by the OTCBB. Such quotations reflect inter-dealer prices, without real mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions.

Quarter Ended	High		Low
December 31, 2012	$	0.001	$	0.001
September 30, 2012	$	0.008	$	0.001
June 30 2012	$	0.01	$	0.008
March 31, 2012	$	0.008	$	0.002

Quarter Ended	High		Low
December 31, 2011	$	0.02	$	0.006
December 31, 2014	$	0.015	$	0.009
September 30, 2011	$	0.02	$	0.0001
September 30, 2014	$	0.008	$	0.009
June 30, 2011	$	0.02	$	0.0021
June 30 2014	$	0.01	$	0.008
March 31, 2011	$	0.0021	$	0.0021
March 31, 2014	$	0.01	$	0.008

Quarter Ended	High		Low

December 31, 2013	$	0.02	$	0.006
September 30, 2013	$	0.02	$	0.004
June 30, 2013	$	0.02	$	0.005
March 31, 2013	$	0.05	$	0.001

Holders of Record

At December 31, ~~2012~~2014, there were 415 record holders of our common stock. The number of record ~~owners~~holders was determined from the Company’s shareholder records ~~maintained~~ maintained by the Company’s transfer agent.

Dividends

There are no restrictions that limit our ability to pay dividends, other than those generally imposed by applicable state law. We have not declared any cash dividends on our common stock for the last two fiscal years and do not anticipate declaring any in the near future. The future payment of dividends, if any, on our common stock is within the sole discretion of the Board of Directors and will depend, in part, on establishing business activities and on our earnings, capital requirements, financial condition, and other relevant factors, as determined by the Board.

Sale or Issuance of Securities

There were no issuances or sales by us of our securities during year ~~2012~~2014 or ~~2011~~2013.

As of December 31, ~~2012~~2014, there were no options issued and outstanding under the 2001 Omnibus Plan, as amended, nor were there any options outside of such Plan issued and outstanding.

~~ITEM~~Submission 6.of ~~MANAGEMENT’S~~Matters ~~DISCUSSION~~to ~~AND~~a ~~ANALYSIS~~Vote OFof ~~FINANCIAL~~the Security ~~CONDITION AND RESULTS OF OPERATION~~Holders

No matters were submitted during the fiscal year covered by this Annual Report to a vote of security holders, through the solicitation of proxies or otherwise.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

Results of Operations

General

Although it is seeking business opportunities, the Company did not engage in any business operations that generated revenue in year ~~2012~~2014 or ~~2011~~2013.

Comparison of Year Ended December 31, 2014 ~~2012~~ to Year Ended December 31, ~~2011~~2013

During the years ended December 31, ~~2012~~2014 and December 31, ~~2011~~2013 we generated no revenue.

Total expenses for the year ended December 31, ~~2012~~2014 were $~~638~~182,000 and were $~~785~~217,000, for the year ended December 31, ~~2011~~2013, all of which were general corporate and administrative expenses. Such amounts include accrued compensation due to our officers in the amount of approximately $~~418~~60,000 in ~~year~~each ~~2012~~of ~~and $411,000~~years in2014 ~~year~~and ~~2011~~2013.

~~The~~As ~~reduction~~a inresult ~~general~~of ~~corporate~~the ~~administrative~~foregoing, ~~expenses~~we inhad ~~year~~a ~~2012,~~net asloss ~~compared~~from tooperations ~~2011,~~in ~~were~~2014 ~~the result~~ of ~~the~~$182,000 ~~reduction~~and ofa ~~certain~~net ~~expenses~~loss ~~related~~from tooperations ~~consulting~~of ~~services provided to us by Royal HTM Group~~$217,000 ~~our~~in ~~majority shareholder~~2013.

We had a net loss from operations in 2012 of $638,000 and in 2011 we had a net loss of approximately $785,000.

Liquidity & Capital Resources

We have no operations that generate revenue, and have had no operations that generate revenues since 2006. At December 31, ~~2012~~2014 our cash balance was approximately $1510,000 which is not sufficient to fund our operating expenses for the foreseeable future.

Since 2006, we have funded our operating expenses from loans and advances 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 toand advances to fund our future operating expenses. None of our officers, directors or shareholders are under any obligation to provide us with any future loans or advances. However, if they do not loan usor advance funds to us at a time when funds are necessary, we may be forced to suspend our operations.

Our assets are nominal and our liabilities currently exceed our assets by approximately $7,~~000~~411,000. These circumstances, among others, raise substantial doubt about our ability to continue operations.

We will need to ~~pursue~~ establish future business ~~opportunities~~ activities in order to sustain continued operations.

Forward Looking Statements

Certain statements contained in this Annual Report, including, without limitation, statements containing the words “believes,” “anticipates,” “estimates,” “expects,” “projections,” and words of similar import, constitute “forward-looking statements.” You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks faced by us which are described in this Report and the other documents we file with the Securities and Exchange Commission (“SEC”).

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 Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other information with the SEC.

All reports filed by us with the SEC are available free of charge via 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.

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

1412

ITEM 78 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Trimol Group, Inc.

We have audited the accompanying consolidated balance sheets of Trimol Group, Inc. and its subsidiary (the “Company") as of December 31, ~~2012~~2014 and ~~2011~~2013 and the related consolidated statements of operations, changes in shareholders' deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting, accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenue since April 2006 and, as shown on the accompanying balance sheet, the Company has a shareholder’s deficiency of $7,~~012~~411,000 at December 31, ~~2012~~2014. 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.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2012~~2014 and ~~2011~~2013 and the results of its operations and cash flows for each of the two years in the period ended December 31, ~~2009~~2014 in conformity with accounting principles generally accepted in the United States of America.

/s/ Paritz & Company, P.A. Hackensack, New Jersey Date: July 27, 2015

~~Hackensack, New Jersey~~13

~~Date:~~TRIMOL ~~April 5~~GROUP, ~~2013~~INC. CONSOLIDATED BALANCE SHEETS

	DECEMBER 31,
	2014			2013

ASSETS

Current assets:
Cash	$	10,000		$	12,000
Total current assets		10,000			12,000

TOTAL ASSETS	$	10,000		$	12,000

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

Current liabilities:
Related parties	$	6,565,000		$	6,405,000
Accrued expenses		856,000			836,000

TOTAL CURRENT LIABILITIES AND LIABILITIES		7,421,000			7,241,000

SHAREHOLDERS DEFICIENCY
Preferred Stock; $1.00 par value, 10,000 shares authorized, no shares issued and outstanding
Common Stock; $0.01 par value, 130,000,000 shares authorized 100,472,328 issued and outstanding at December 31, 2014 and December 31, 2013		1,005,000			1,005,000
Additional Paid In Capital		5,739,000			5,739,000
Retained Earnings		(14,155,000	)		(13,973,000	)
TOTAL SHAREHOLDERS’ DEFICIENCY		(7,411,000	)		(7,229,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY	$	10,000		$	12,000

TRIMOL GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	DECEMBER 31,
	2012			2011
ASSETS
Current assets:
Cash	$	15,000		$	12,000
Total current assets		15,000			12,000
TOTAL ASSETS	$	15,000		$	12,000
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities:
Related parties	$	6,194,000		$	5,553,000
Accrued expenses		833,000			833,000
TOTAL LIABILITIES		7,027,000			6,386,000
SHAREHOLDERS DEFICIENCY
Preferred Stock; $1.00 par value, 10,000 shares authorized, no shares issued and outstanding
Common Stock; $0.01 par value, 130,000,000 shares authorized 100,472,328 issued and outstanding at December 31, 2012 and December 31, 2011		1,005,000			1,005,000
Additional Paid In Capital		5,739,000			5,739,000
Retained Earnings		(13,756,000	)		(13,118,000	)
TOTAL SHAREHOLDERS’ DEFICIENCY		(7,012,000	)		(6,374,000	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY	$	15,000		$	12,000

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

1614

TRIMOL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

	YEAR ENDED DECEMBER 31,
	2014			2013

REVENUES	$	-		$	-

GENERAL AND ADMINISTRATIVE EXPENSES		182,000			217,000

NET LOSS	$	(182,000	)	$	(217,000	)

Net loss per share (Basic and Diluted)	$	(.00	)	$	(.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND DILUTED		100,472,328			100,472,328

	YEAR ENDED DECEMBER 31,
	2012			2011
REVENUES	$	-		$	-
GENERAL AND ADMINISTRATIVE EXPENSES		638,000			785,000
NET LOSS	$	(638,000	)	$	(785,000	)
Net loss per share (Basic and Diluted)	$	(.01	)	$	(.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-BASIC AND DILUTED		100,472,328			100,472,328

The accompanying notes are an integral part of the financial statements

1715

TRIMOL GROUP, INC. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

	COMMON STOCK				ADDITIONAL
	SHARES				PAID-IN
	OUTSTANDING		AMOUNT		CAPITAL		DEFICIT			TOTAL

BALANCE - JANUARY 1, 2013		100,472,328	$	1,005,000	$	5,739,000	$	(13,756,000	)	$	(7,012,000	)

NET LOSS		-		-		-		(217,000	)		(217,000	)

BALANCE - DECEMBER 31, 2013		100,472,328		1,005,000		5,739,000		(13,973,000	)		(7,229,000	)

NET LOSS		-		-		-		(182,000	)		(182,000	)

BALANCE - DECEMBER 31, 2014		100,472,328	$	1,005,000	$	5,739,000	$	(14,155,000	)	$	(7,411,000	)

	COMMON STOCK				ADDITIONAL
	SHARES				PAID-IN
	OUTSTANDING		AMOUNT		CAPITAL		DEFICIT			TOTAL
BALANCE- JANUARY 1, 2011		100,472,328	$	1,005,000	$	5,739,000	$	(12,333,000	)	$	(5,589,000	)
NET LOSS		-		-		-		(785,000	)		(785,000	)
BALANCE- DECEMBER 31, 2011		100,472,328		1,005,000		5,739,000		(13,118,000	)		(6,374,000	)
NET LOSS		-		-		-		(638,000	)		(638,000	)
BALANCE - DECEMBER 31, 2012		100,472,328	$	1,005,000	$	5,739,000	$	(13,756,000	)	$	(7,012,000	)

The accompanying notes are an integral part of the financial statements

1816

TRIMOL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEAR ENDED DECEMBER 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(182,000	)	$	(217,000	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Accrued expenses to related parties		60,000			60,000
CHANGES IN OPERATING ASSETS AND LIABILITIES
Accrued expenses		20,000			3,000

NET CASH USED IN OPERATING ACTIVITIES		(102,000	)		(154,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		100,000			151,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		100,000			151,000

(DECREASE) IN CASH		(2,000	)		(3,000	)

CASH - BEGINNING OF YEAR		12,000			15,000

CASH - END OF YEAR	$	10,000		$	12,000

	YEAR ENDED DECEMBER 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(638,000	)	$	(785,000	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES
Accrued expenses to related parties		467,000			582,000
CHANGES IN OPERATING ASSETS AND LIABILITIES
Accrued expenses		-			(2,000	)
NET CASH USED IN OPERATING ACTIVITIES		(171,000	)		(205,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		174,000			209,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		174,000			209,000
INCREASE (DECREASE) IN CASH		3,000			4,000
CASH - BEGINNING OF YEAR		12,000			8,000
CASH - END OF YEAR	$	15,000		$	12,000

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

1917

TRIMOL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Trimol Group, Inc. (the “Company”) was incorporated in 1953 in Delaware. Although the Company is seeking business opportunities, as of December 31, ~~2012~~2014, and for the past ~~six~~eight years, it did not have any operations other than administrative operations and did not have any business operations that generated revenue.

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. As more detailed in Note 4, the Company is pursuing legal actions related to the prior operations of Intercomsoft.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial ~~statements~~ statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the ~~our~~Company’s continuation as a going concern. However, the Company does not have any current operations that generate revenue and ~~did~~has not ~~generate any revenue in year 2012 or in 2011, nor has it~~ generated any revenue since April 2006. Further, as shown on the accompanying consolidated balance sheet, the Company has a shareholder’s deficiency of $7,~~012~~411,000. 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

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary, Intercomsoft. Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Historically, revenue from Intercomsoft ~~was~~ was recognized upon the quantity of product (number of computerized documents) produced during the period reported. However, Intercomsoft did not generate any revenue in year ~~2012~~2014 or in year ~~2011~~2013, nor has it generated revenue since April 2006.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Income (Loss) Per Share

Income (loss) per share of common stock has been computed on the basis of the weighted average number of shares of common stock outstanding. Diluted earnings per share are based on the weighted average number of shares and common stock equivalents outstanding. The Company had no common stock equivalents outstanding during the periods presented.

Comprehensive Income

Comprehensive income is defined as any change in equity from transactions and other events originating from non-owner sources, and is included as accumulated comprehensive income in the Statements of Changes in Shareholders’ Equity.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

NOTE 4 - LEGAL PROCEEDINGS

The Swiss Proceeding

In March 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 for breach of contract and an injunction to prohibit Moldova from further producing ~~essential~~ essential government documents for the Republic of Moldova including passports, driver’s licenses, permits and national identification documents, which Intercomsoft had produced from 1996- to 2006, pursuant to the terms of the ten year Supply Agreement (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. Such action is pending and there can be no assurances as to its outcome.

The Moldovan Proceeding

In ~~November~~ November 2010, the Moldovan Defendants commenced an action before the courts of Moldova claiming that the Supply Agreement was ~~properly~~ properly terminated on April 29, 2006 and seeking reimbursement of ~~certain~~ legal costs (the “Moldovan Proceeding”). Intercomsoft asserted a counterclaim seeking redress for various claims and damages for breach of the Supply Agreement, including interest and penalties which continue to accrue pursuant to the terms of the Supply Agreement. InA ~~July~~judgement ~~2011~~issued ~~the District Court~~ in ~~Chisinau,~~favor ~~Moldova issued a Judgment rejecting the Moldovan Defendants’ claim for reimbursement~~ of ~~legal~~Intercomsoft ~~costs as unfounded, and awarded approximately $35.6 million~~ in ~~damages to Intercomsoft. The Moldovan Defendants appealed the decision of the Moldovan District Court to the Economic Appeal~~September ~~Court~~2012 inwas ~~Chisinau,~~annulled ~~Moldova and~~ in ~~December~~2013 ~~2011 the Appeal Court partially upheld the Judgment of the District Court, similarly rejecting the Moldovan Defendants’ claim,~~ and ~~reduced~~was ~~the~~remanded ~~damage award~~ to ~~Intercomsoft~~a tolower ~~approximately~~court ~~$20.75~~for ~~million~~reconsideration. ~~The Moldovan~~There ~~Defendants~~can ~~further~~be ~~appealed~~no ~~the~~assurance ~~decision~~as ~~of the Appeal Court~~ to the ~~Supreme Court of Justice in Moldova. In September~~outcome ~~2012, the Supreme Court~~ of Justice partially upheld the judgment of the Economic Appeal Court rejecting the Moldovan Defendants’ claim and further reduced the damage award to Intercomsoft to approximately $4 million. The Moldovan Defendants had a right to appeal that judgment if such ~~appeal~~legal ~~was filed on or before November 15, 2012~~action. ~~To date, Intercomsoft has not been notified that any further appeal was filed.~~

There can be no assurance as to the outcome of such legal actions.

NOTE 5 - SHAREHOLDERS’ EQUITY

The Company has authorized 130,000,000 shares of $0.01 par value common stock, 100,472,328 of which were issued and outstanding as of December 31, ~~2012~~2014 and ~~2011~~2013.

The Company has authorized 10,000 shares of $1.00 par value shares of ~~Preferred~~preferred ~~Stock~~stock, none of which were issued and outstanding as of December 31, ~~2012~~2014 and ~~2011~~2013.

NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES

The following schedule sets forth various obligations of the Company to related parties.

Transactions

	2012		2011
	2014		2013
Compensation and related expenses of the Company’s Chairman of the Board and Chief Executive Officer (1)	$	298,000	$	291,000
Compensation and related expenses due to the Company’s Chairman of the Board and Chief Executive Officer (1)	$	30,000	$	30,000
Compensation of the Company’s Chief Financial Officer (2)		120,000		120,000
Compensation due to the Company’s Chief Financial Officer (2)		30,000		30,000
Cash advances from Royal HTM Group (3)		174,000		209,000
Cash loans and advances from Royal HTM Group, Inc. (3)		100,000		151,000
Cash advances in the form of direct payment of expenses by Royal HTM Group (3)		-		36,000
	$	160,000	$	211,000
Business development services provided by Royal HTM Group (4)		30,000		120,000
Royal HTM Group expense allowance (4)		20,000		15,000
	$	642,000	$	791,000

1) Boris Birshtein serves as the Company’s Chairman of the Board of Directors and its Chief Executive Officer on a month-to-month basis. Mr. Birshtein owns 50% of Royal HTM Group, our majority shareholder.20

21) ~~Jack~~Boris ~~Braverman~~Birshtein serves as ~~a member of~~ the Company’s Chairman of the Board of Directors and asits ~~the Company’s~~ Chief ~~Financial~~Executive Officer on a month-to-month basis. Mr. ~~Braverman~~Birshtein owns 50% of Royal HTM Group, Inc. our majority shareholder.

32) ~~Royal~~Jack ~~HTM~~Braverman ~~Group,~~serves as a ~~Canadian~~member ~~company~~of ~~owned and controlled by~~ the Company’s ~~two members of its~~ Board of Directors, ~~renders~~and ~~certain~~as ~~business development services to~~ the Company.’s ~~Royal~~Chief ~~HTM~~Financial ~~Group~~Officer ~~has~~on ~~also~~a ~~advanced money~~ month-to-month ~~the~~basis. ~~Company~~Mr. toBraverman ~~fund~~owns ~~its~~50% ~~expenses,~~of ~~and~~Royal isHTM ~~the~~Group, ~~Company’s~~Inc. our majority shareholder.

43) Royal HTM Group, ~~renders~~Inc., ~~certain~~a ~~business~~Canadian ~~development~~company ~~services~~owned toand controlled by the Company.’s ~~Beginning~~two asofficers ofand ~~January 1, 2012,~~ the ~~monthly~~two ~~rate~~members ~~for~~of ~~such~~its ~~services~~Board isof $2Directors,~~500~~ ~~(reduced~~renders ~~from~~certain ~~$10,000~~business ~~per~~development ~~month~~services into ~~year~~the ~~2011)~~Company. ~~Additionally,~~ Royal HTM Group, isInc. ~~entitled~~has toalso aloaned ~~quarterly~~and ~~expense~~advanced ~~allowance~~money ofto ~~$5,000~~the ~~for~~Company ~~expenses~~to ~~incurred~~fund ~~in connection with~~ its ~~business~~expenses, ~~development~~and ~~services~~is ~~rendered to~~ the Company’s majority shareholder.

Balances

Payables to related parties consist of the following:

	DECEMBER 31,
	2012		2011
	2014		2013
Amount due to Royal HTM Group	$	3,~~627~~878,000	$	3,~~403~~778,000
Accrued compensation due to the Company’s Chief Financial Officer		~~480~~540,000		~~360~~510,000
Accrued compensation due to the Company’s Chairman of the Board		2,~~087~~147,000		12,~~790~~117,000
	$	6,~~194~~565,000	$	56,~~553~~405,000

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

NOTE 7 - STOCK COMPENSATION PLANS

Pursuant to the Company’s 2001 Omnibus Plan, as amended, eligible persons, as defined therein, may be granted (a) stock options which may be designated as nonqualified stock options or incentive stock options, (b) stock appreciation rights, (c) restricted stock awards, (d) performance awards, or (e) other forms of stock-based incentive awards.

The maximum number of shares with respect to which the awards may be granted under the 2001 Omnibus Plan, as amended, is 10,000,000 shares of common stock; provided, however, that such number of shares of common stock may also be subject to adjustment, from time to time, at the discretion of the Board of Directors of the Company.

As of December 31, ~~2012~~2014 and ~~2011~~2013, there ~~are~~were no options issued and outstanding under the Company’s 2001 Omnibus Plan, as amended.

NOTE 8 - INCOME TAX

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 34% to net income (loss) as follows:

	DECEMBER 31,
	2012			2011
Income tax benefit at statutory rate of 34%	$	216,000		$	267,000
Change in valuation allowance		(216,000	)		(267,000	)
	$	-		$	-

	DECEMBER 31,
	2014			2013
Income tax benefit at statutory rate of 34%	$	62,000		$	74,000
Change in valuation allowance		(62,000	)		(74,000	)
	$	-		$	-

Deferred tax assets consist of:

	DECEMBER 31,
	2011			2012
	2014			2013
Deferred tax assets (liabilities):
Net operating loss carryforward	$	7,~~502~~638,000		$	7,~~286~~576,000
		7,502,000			7,286,000
Valuation allowance (see Note 2)		(7,638,000	)		(7,576,000	)
Valuation allowance (see Note 2)		(7,502,000	)		(7,286,000	)
	$	-		$	-

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2012~~2014, the Company had approximately $21,~~500~~680,000 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2026. The NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership ~~change~~ change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

The Company is currently open to audit for all years ended December 31, 2001 to present because of its large NOL carryforwards. However, The Company is only open to additional tax assessments under the Internal Revenue Code statute of limitations for the years ended December 31, ~~2009~~2011 to present; however, it does not currently have any ongoing tax examinations.

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred subsequent to December 31, ~~2012~~2014 to the date these financial statements were issued and has determined that there are no material subsequent events or transactions which would require recognition or disclosure in the financial ~~Statements~~statements.

~~ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~22

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 89 A. 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 Securities Exchange Act of 1934 (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.

26As of the end of the period covered by this Annual Report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) in ensuring that information required to be disclosed by the Company in its reports is 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 December 31, 2014, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

AsThere ofwas ~~the~~no ~~end of the period covered by this~~change ~~Annual~~in ~~Report,~~ the Company ~~carried out, under the supervision and with the participation of the Company~~’s ~~management,~~internal ~~including its~~control ~~Chief~~over ~~Executive~~financial ~~Officer~~reporting ~~and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures~~ (as defined in Rule 13a-15(ef) and 15d-15(ef) under the ~~Securities~~ Exchange ~~Act~~ ~~of 1934~~Act) induring ~~ensuring that information required to be disclosed by~~ the ~~Company~~period inended ~~its~~December ~~reports is recorded~~31, ~~processed,~~2014 ~~summarized and reported within the required time periods. In carrying out~~ that ~~evaluation,~~has ~~management~~materially ~~identified~~affected aor ~~material~~is ~~weakness (as~~reasonably ~~defined~~likely into ~~Public~~materially ~~Company~~affect ~~Accounting~~the ~~Oversight Board Standard No. 2) in our~~ Company’s 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 December 31, 2012, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the period ended December 31, 2012 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the ~~Securities~~ Exchange Act ~~of 1934~~. We have assessed the effectiveness of those internal controls as of December 31, ~~2012~~2013, using ~~the~~ the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Intergrated ~~Framework~~ 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 the Company’s 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 the Company’s 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 the Company 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 Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s ~~registered~~independent registered public accounting firm pursuant to temporary rules of the ~~Securities~~ ~~and~~SEC ~~Exchange Commission~~ that permit the Company to provide only management’s report in this Annual Report.

Due to circumstances beyond our control, this Annual Report was not filed timely.

PART III

ITEM 910. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

Our officers are elected by, and serve at the pleasure of, our Board of Directors. The names and ages of our directors and executive officers as of December 31, ~~2012~~2014, are set forth below.

NAME	AGE	POSITION WITH COMPANY

Boris Birshtein	68	Chairman of the Board of Directors and Chief Executive Officer

Jack Braverman	46	Director; Chief Financial Officer

NAME	AGE	POSITION WITH COMPANY
Boris Birshtein	66	Chairman of the Board of Directors and Chief Executive Officer
Jack Braverman	44	Director; Chief Financial Officer

Background of Executive Officers and Directors

Boris Birshtein has served as our Chairman of the Board of Directors since January 1998 and as our Chief Executive Officer since May 2009. Since May 2009 he has also served as the President and Chief Executive Officer of Intercomsoft Limited, our wholly owned subsidiary and ~~since~~ since June 2009 has served as a director of such subsidiary. Additionally, since 1997 he has been the Chairman of the Board, ~~President~~ and a principal shareholder of Royal HTM Group, Inc. our majority shareholder. Mr. Birshtein holds PhDs in Philosophy and Economics.

Jack Braverman has served as a member of our Board of Directors and our Chief Financial Officer since January 2004 and has served as the Vice President, Treasurer and Secretary of Intercomsoft Limited, our wholly owned subsidiary, since May 2009 and beginning in June 2009 has served as a director of such subsidiary. Mr. Braverman has served as the President of Royal HTM Group, Inc., our majority shareholder, ~~since~~ since October 2010 (and previously served as its ~~President from December 1997 through April 2001 and its~~ Vice President from May 2001 to September 2010), and as of October 2010 is a principal shareholder of such entity. Mr. Braverman holds a BA in Economics from the University of Western Ontario.

Board of Directors

Our By-laws provide, among other things, that the Board of Directors will consist of not less than two and not more than fifteen directors. All Directors serve for one year or such longer period until their successors are elected and qualify. The Board of Directors appoints our officers and their terms of office are, unless otherwise provided in employment contracts, at the discretion of the Board of Directors. In ~~2012~~2014 our Board of Directors was comprised of two members, who are related to one another. Mr. Birshtein, our Chairman of the Board and Chief Executive Officer, is the uncle of Mr. Braverman, who is a director and our Chief Financial Officer.

Section 16(a) Beneficial Ownership Reporting Compliance

We are not aware of any person who was a director, officer, or beneficial owner of more than ten percent (10%) of our common stock and who failed to file reports required by Section 16(a) of the Securities Exchange Act of 1934 inas aof ~~timely~~the ~~manner~~date of the filing of this Report.

29ITEM 11. EXECUTIVE COMPENSATION

~~ITEM~~For ~~10.~~the ~~EXECUTIVE~~years ~~COMPENSATION~~ended December 31, 2014 and 2013, the following individuals were entitled to receive the following compensation for services rendered to us.

For the years ended December 31, 2012 and 2011, the following individuals were entitled to receive the following compensation for services rendered to us. See “Employment Agreements” for a description of compensation arrangements entered into by us with certain of our executive officers and directors.

Summary Compensation Table

			Annual Compensation		~~Annual Compensation~~					Long Term Compensation		~~Long Term Compensation~~
										AWARDS		~~AWARDS~~
Name & Principal Position	Year	~~Year~~	Salary ($)		~~Salary ($)~~		Other Annual Compensation ($)	~~Other Annual Compensation ($)~~		Securities Underlying Options/ SARs		~~Securities Underlying Options/ SARs~~		All Other Compensation	~~All Other Compensation~~
Boris Birshtein	2014	~~2012~~	$	30,000	$(1)	~~276,570~~	~~(1)~~	$	~~21,600~~	~~(2)~~	-		-
Chairman of the Board	2013	~~2011~~	$	30,000	$(1)	~~276,570~~	~~(1)~~	$	~~21,600~~	~~(2)~~	-		-
Chief Executive Officer
Jack Braverman	2014	~~2012~~	$	30,000	$(2)	~~120,000~~	~~(3)~~				-		-
Chief Financial Officer	2013	~~2011~~	$	30,000	$(2)	~~120,000~~	~~(3)~~				-		-

(1) Such ~~amount~~amounts ~~was~~were accrued but not paid to Mr. Birshtein.

(2) Such ~~amount~~amounts ~~represents~~were ~~a monthly expense allowance of $1,800, totaling $21,600 annually, which was~~ accrued but not paid to Mr. ~~Birshtein~~Braverman.

(3) Such amount was accrued but not paid to Mr. Braverman.

Options/SAR Grants in Last Fiscal Year to Officers and Directors

In ~~2012~~2014 there were no options issued or outstanding pursuant to the 2001 Omnibus Plan, as amended.

Compensation of Directors

~~Outside~~Pursuant to a resolution of the Company’s Board of Directors, outside Directors, are entitled to receive an attendance fee of $2,000 for each meeting of the Board of Directors attended up to a maximum of $8,000 for any 12-month period. During the fiscal years ended December 31, 2014 ~~2012~~ and ~~2011~~2013, we had no outside directors and, accordingly, there were no payments made to any outside Director.

Employment Agreements

~~The~~We ~~employment~~do ~~agreement with Boris Birshtein, our Chairman of the Board of Directors, expired on December 31, 2003 and was~~ not ~~renewed.~~have ~~Thereafter, pursuant~~any to a letter agreement dated March 10, 2004 between he and us, Mr. Birshtein agreed to continue to serve as our Chairman of the Board of Directors on a month-to-month basis on substantially the same terms as were provided for in his prior employment ~~agreement including,~~agreements ~~among~~with ~~other things, a monthly consulting fee of $23,047 and a monthly expense allowance of $1,800. We were unable to make~~ any ~~payments to Mr. Birshtein in years 2012 and 2011 and all~~ of ~~such amounts due to him have been accrued. In May 2008, Mr. Birshtein agreed to also serve as~~ our ~~Chief~~officers ~~Executive~~or ~~Officer, a position for which he is not compensated~~directors.

2001 Omnibus Plan, As Amended

In January 2001, our Board of Directors adopted the 2001 Omnibus Plan, which became effective in February 2001 after shareholder approval. In June 2001, our Board of Directors approved a resolution to increase the maximum aggregate number of shares that may be issued under the 2001 Omnibus Plan. Thereafter, the shareholders approved the increase of the authorized number of shares issuable pursuant to the 2001 Omnibus Plan from 4,000,000 shares to 10,000,000 shares. This amendment became effective in August 2001. In December 2010 our Board of Directors approved a resolution extending the 2001 Omnibus Plan for a period of five years, to January 2016.

Summary of 2001 Omnibus Plan, as amended

Qualified directors, officers, employees, consultants and advisors of ours and our subsidiaries are eligible to receive (a) stock options (“Options”), which may be designated as nonqualified stock options (“NQSOs”) or incentive stock options (“ISOs”), (b) stock appreciation rights (“SARs”), (c) restricted stock awards (“Restricted Stock”), (d) performance awards (“Performance Awards”) or (e) other forms of stock-based incentive awards (collectively, the “Awards”). A director, officer, employee, consultant or advisor who has been granted an Option is referred to herein as an “Optionee” and a director, officer, employee, consultant or advisor who has been granted any other type of Award is referred to herein as a “Participant.”

The Omnibus Committee administers the 2001 Omnibus Plan, as amended, and has full discretion and exclusive power to (a) select the directors, officers, employees, consultants and advisors who will participate in the 2001 Omnibus Plan, as amended, and grant Awards to such directors, officers, employees, consultants and advisors, (b) determine the time at which such Awards shall be granted and the terms and conditions with respect to such Awards to the extent not inconsistent with the provisions of the 2001 Omnibus Plan, as amended, and (c) resolve all questions relating to the administration of the 2001 Omnibus Plan, as amended. Members of the Omnibus Committee receive no compensation for their services in connection with the administration of the 2001 Omnibus Plan, as amended.

The Omnibus Committee may grant NQSOs or ISOs that are evidenced by stock option agreements. A NQSO is a right to purchase a specific number of shares of common stock during such time as the Omnibus Committee may determine, not to exceed ten years, at a price determined by the Omnibus Committee that, unless deemed otherwise by the Omnibus Committee, is not less than the fair market value of the common stock on the date the NQSO is granted. An ISO is an Option that meets the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). No ISOs may be granted under the 2001 Omnibus Plan, as amended, to an employee who owns more than 10% of our outstanding voting stock (“Ten Percent Stockholder”) unless the option price is at least 110% of the fair market value of the common stock on the date of grant and the ISO is not exercisable more than five years after it is granted. In the case of an employee who is not a Ten Percent Stockholder, no ISO may be exercisable more than ten years after the date the ISO is granted and the exercise price of the ISO shall not be less than the fair market value of the common stock on the date the ISO is granted. Further, no employee may be granted ISOs that first become exercisable during a calendar year for the purchase of common stock with an aggregate fair market value (determined on the date of grant of each ISO) in excess of $100,000. An ISO (or any installment thereof) counts against the annual limitation only in the year it first becomes exercisable.

The exercise price of the common stock subject to a NQSO or ISO may be paid in cash or, at the discretion of the Omnibus Committee, by a promissory note or by the tender of common stock owned by the Option holder or through a combination thereof. The Omnibus Committee may provide for the exercise of Options in installments and upon such terms, conditions and restrictions as it may determine.

An SAR is a right granted to a Participant to receive, upon surrender of the right, but without payment, an amount payable in cash. The amount payable with respect to each SAR shall be based on the excess, if any, of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR, which will not be less than the fair market value of the common stock on the date the SAR is granted. In the case of an SAR granted in tandem with an ISO to an employee who is a Ten Percent Stockholder, the exercise price shall not be less than 110% of the fair market value of a share of common stock on the date the SAR is granted.

Restricted Stock is common stock that is issued to a Participant at a price determined by the Omnibus Committee, which price per share may not be less than the par value of the common stock, and is subject to restrictions on transfer and/or such other restrictions on incidents of ownership as the Omnibus Committee may determine.

A Performance Award granted under the 2001 Omnibus Plan, as amended (a) may be denominated or payable to the Participant in cash, common stock (including, without limitation, Restricted Stock), other securities or other Awards and (b) shall confer on the Participant the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Omnibus Committee shall establish. Subject to the terms of the 2001 Omnibus Plan, as amended, and any applicable Award agreement, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Omnibus Committee.

The Omnibus Committee may grant Awards under the 2001 Omnibus Plan, as amended, that provide the Participants with the right to purchase common stock or that are valued by reference to the fair market value of the common stock (including, but not limited to, phantom securities or dividend equivalents). Such Awards shall be in a form determined by the Omnibus Committee (and may include terms contingent upon a change of control of the Company); provided that such Awards shall not be inconsistent with the terms and purposes of the 2001 Omnibus Plan, as amended.

The Omnibus Committee determines the price of each such Award and may accept any lawful consideration.

The Omnibus Committee may at any time, amend, suspend or terminate the 2001 Omnibus Plan, as amended; provided, however, that (a) no change in any Awards previously granted may be made without the consent of the holder thereof and (b) no amendment (other than an amendment authorized to reflect any merger, consolidation, reorganization or the like to which we are a party or any reclassification, stock split, combination of shares or the like) may be made increasing the aggregate number of shares of the common stock with respect to which Awards may be granted or changing the class of persons eligible to receive Awards, without the approval of the holders of a majority of our outstanding voting shares.

In the event a Change in Control (as defined in the 2001 Omnibus Plan, as amended) occurs, then, notwithstanding any provision of the 2001 Omnibus Plan, as amended, or of any provisions of any Award agreements entered into between any Optionee or Participant and us to the contrary, all Awards that have not expired and which are then held by any Optionee or Participant (or the person or persons to whom any deceased Optionee’s or Participant's rights have been transferred) shall, as of the date of such Change of Control, become fully and immediately vested and exercisable and may be exercised for the remaining term of such Awards.

If we became a party to any merger, consolidation, reorganization or the like, the Omnibus Committee has the power to substitute new Awards or have the Awards be assumed by another corporation. In the event of a reclassification, stock split, combination of shares or the like, the Omnibus Committee shall conclusively determine the appropriate adjustments.

No Award granted under the 2001 Omnibus Plan, as amended, may be sold, pledged, assigned or transferred other than by will or the laws of descent and distribution, and except in the case of the death or disability of an Optionee or a Participant, Awards shall be exercisable during the lifetime of the Optionee or Participant only by that individual.

Pursuant to a resolution of the Company’s Board of Directions adopted on December 13, 2010, no Awards may be granted under the 2001 Omnibus Plan, as amended, on or after January 2, 2016, but Awards granted prior to such date may be exercised in accordance with their terms.

As of December 31, ~~2012~~ 2014, of the 10,000,000 shares of our common stock reserved for issuance under the 2001 Omnibus Plan, as amended, there were no options issued or outstanding.

ITEM 1112. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to shareholders who were known by us to be the beneficial owners of more than 5% of our common stock as of December 31, ~~2012~~2014, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the ~~Securities~~SECand ~~and Exchange Commission and~~ generally includes voting or investment power with respect to securities. In accordance with the ~~Securities~~SEC ~~and Exchange Commission~~ rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within sixty days of the date of the table are deemed beneficially owned by the holders of such securities. Subject to community property laws, where applicable, the persons or entities named in the table below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER (1)			PERCENT OF CLASS (1)
Boris Birshtein
1221 Avenue of the Americas, Suite 4200
New York, New York, 10020		43,284,500	(2)		43	%
Royal HTM Group, Inc.
100 King Street West, Suite 5600
Toronto, Ontario M5X 1C9		69,275,000	(3)		69	%
Jack Braverman
1221 Avenue of the Americas, Suite 4200
New York, NY 10020		35,637,500	(4)		35	%
P.L.T. International, Inc
7300 Yonge Street
Toronto, Ontario L4J 7Y5		8,225,000			8	%
All Executive Officers and
Directors as a Group (2 persons) (5)		77,922,000			78	%

NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER (1)			PERCENT OF CLASS (1)

Boris Birshtein 1221 Avenue of the Americas, Suite 4200 New York, New York, 10020		43,284,500	(2)		43	%

Royal HTM Group, Inc. 8000 Bathurst Street, Suite 30119 Thornhill, Ontario J4J 0B8		69,275,000	(3)		69	%

Jack Braverman 1221 Avenue of the Americas, Suite 4200 New York, NY 10020		35,637,500	(4)		35	%

All Executive Officers and Directors as a Group (2 persons) (5)		78,922,000			79	%

(1) Based on a total of 100,472,328 shares of common stock issued and outstanding as of December 31, ~~2012~~2014.

(2) Represents 4,737,000 shares of our common stock owned directly by Mr. Birshtein; 3,910,000 shares of our common stock owned by Magnum Associates, Inc., of which Mr. Birshtein is the sole shareholder; and one half of the 69,275,000 shares of our common stock owned by Royal HTM Group, Inc. of which Mr. Birshtein is a 50% shareholder.

(3) Royal HTM Group, Inc. is our majority shareholder. Mr. Birshtein and Mr. Braverman each own 50% of Royal HTM Group. Inc.

(4) Represents 1,000,000 shares of our common stock owned directly by Mr. Braverman and one half of the 69,275,000 shares of our common stock owned by Royal HTM Group, Inc. of which Mr. Braverman is a 50% shareholder.

(5)

Includes Messrs. Birshtein and Braverman.

ITEM 1213. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 7879% of our issued and outstanding shares of common stock. Mr. Birshtein and Mr. Braverman are related. Mr. Birshtein is Mr. Braverman’s uncle.

The Company does not currently have any independent members of its Board of Directors.

Our Chief Executive Officer

During each of ~~2012~~the years 2014 and ~~2011~~2013 and we accrued $~~298~~30,000 due to Mr. Birshtein for services related to his performance as the ~~Chairman~~Chief ~~of the Board~~Executive Officer. We have been unable to pay any compensation to Mr. Birshtein in over ~~six~~eight years and at December 31, ~~2012~~2014 we owe Mr. Birshtein approximately $2,~~087~~147,000.

Our Chief Financial Officer

During each of ~~2012~~the years 2014 and ~~2011,~~2013 we accrued $~~120~~30,000 in compensation due to Mr. Braverman related to his performance of services as our Chief Financial Officer. We have been unable to pay any compensation to Mr. Braverman in ~~four~~six years and at December 31, ~~2012~~2014 we owe Mr. Braverman ~~approximately~~ $~~480~~540,000.

Our Majority Shareholder

Royal HTM Group, Inc., a Canadian company owned and controlled by our two officers and directors, Messrs. Birshtein and Braverman, is our majority shareholder and renders certain business development services to us. We previously agreed to pay Royal HTM Group, Inc. certain fees and expenses in connection with such business development services, but have been unable to pay it any such amounts since 2006. ~~During~~Beginning ~~the~~in January ~~year~~2013 ~~ended 2012~~ we ~~accrued~~terminated ~~$30,000~~our ~~for~~agreement ~~such~~to ~~business~~pay ~~development services~~for ~~(at~~any aexpenses ~~rate~~relating ofto ~~$7,500~~such ~~per~~services ~~quarter)~~ and indid ~~2011~~not weaccrue ~~accrued~~any ~~$120,000 for~~ such ~~business development services (at a rate of~~expenses ~~$10,000 per month). Additionally,~~ in ~~2012,~~years we2014 ~~accrued~~or ~~expenses due to Royal HTM Group of $20,000 and in 2011 accrued approximately $15,000 of expenses~~2013.

During ~~2012~~2014 Royal HTM Group, Inc. lent or advanced to us approximately $~~173~~100,000 to cover ~~on-going~~ongoing operating expenses and inlent ~~2011~~or ~~Royal~~advanced ~~HTM~~to ~~Group lent~~ us ~~approximately~~ $~~209~~151,000 in 2013 to cover on-going operating ~~expenses~~ ~~and advanced approximately $37,000 on our behalf~~expenses.

As of December 31, ~~2012~~ 2014, we owe Royal HTM Group, Inc. approximately $3,~~627~~878,000 representing accrued consulting fees as well as loans and advances to the Company since 2006 that were made to cover on-going operating expenses. Such amount is non-interest bearing and is due on demand.

ITEM 1314. PRINCIPAL ~~ACCOUNTANT~~ACCOUNTING FEES AND SERVICES

Paritz & & Company, P.A. (“Paritz”) serves as our principal accountant. In ~~2012,~~each ~~Paritz~~of ~~billed us $25~~2014,~~500~~ ~~for audit~~ and ~~review~~ ~~fees~~2013 ~~and $2,500 for tax return preparation and related fees. In 2011~~ Paritz billed us $25,500 for audit and review fees and $2,~~550~~500 for tax return preparation and related fees.

Our Board of Directors approves the engagement of an accountant to render all audit and non-audit services prior to the engagement of the accountant based upon a proposal by the accountant of estimated fees and scope of the engagement. Our Board of Director’s has received the written disclosure and the letter from Paritz required by Independence Standards Board Standard No. 1, as currently in effect, and has discussed with Paritz their independence.

3631

~~ITEM~~PART ~~14. EXHIBITS~~IV

ITEM 15.

EXHIBITS

The exhibits listed below are filed as part of this Annual Report.

Exhibit	Document

3.1	Articles of Incorporation (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 000-28144).

3.2	By-laws (incorporated by reference to the Registration Statement on Form 10-SB filed with the Securities and Exchange Commission under File No. 28144).

21	Subsidiary of the Registrant.

31.1	Chief Executive Officer Certification

31.2	Chief Financial Officer Certification

32.1	Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instances Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document

3732

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, thereunto duly authorized, this ~~16th~~31st day of ~~April~~July, ~~2013~~2015.

TRIMOL GROUP, INC. By: /s/ Boris Birshtein Name: Boris Birshtein Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Jack Braverman Name: Jack Braverman Title: Chief Financial Officer

~~By:~~In ~~/s/~~accordance ~~Boris~~with the ~~Birshtein~~Securities ~~Name:~~and ~~Boris~~Exchange ~~Birshtein~~Act ~~Title:~~of ~~Chief~~1934, ~~Executive~~this ~~Officer~~Report ~~(Principal~~has ~~Executive~~been ~~Officer)~~signed ~~By:~~by ~~/s/~~the ~~Jack~~following ~~Braverman~~persons ~~Name:~~on ~~Jack~~behalf ~~Braverman~~of ~~Title:~~the ~~Chief~~registrant ~~Financial~~and ~~Officer~~in the capacities set forth below, on July 31, 2015.

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities set forth below, on April 16, 2013.

By:	/s/ Boris Birshtein
Name:	Boris Birshtein
Title:	Director

By:	/s/ Jack Braverman
Name:	Jack Braverman
Title:	Director

3833

Filing Compare · Trimol Group Inc.