Acquisition
Agreement and the Research and Development Agreement entered into by the
Company and API in 2001.
In
consideration of the Termination Agreement Royal HTM Group, Inc, a company also
beneficially owned and controlled by the Company’s Chairman of the Board,
cancelled $400,000 of the Company’s. indebtedness to it. The forgiveness of debt
was accounted for as a credit to additional paid in capital on the accompanying
consolidated balance sheet as of June 30, 2008
In
addition, subsequent to the period ended June 30, 2008, the Company entered
into an amendment of the Termination Agreement dated as of July 9, 2008 (the
“Amendment”). Pursuant to the terms of the Amendment, API transferred
21,000,000 shares of the Company’s common stock owned by it to the Company as
further consideration in connection with the Termination Agreement, to be
utilized by the Company solely in connection with certain acquisitions that the
Company is currently exploring. In the event that the Company does not conclude
any of such acquisitions by December 31, 2008, API has the right to require the
Company to reconvey such 21,000,000 shares to it for a purchase price of
$1,000.
NOTE
4 - RISKS AND UNCERTAINTIES
The
following risk factors relating to the Company and its business should be
carefully considered:
The
Company’s subsidiary operates in the Republic of Moldova.
The
Company’s wholly owned subsidiary, Intercomsoft Limited, operates in the
Republic of Moldova, a former member of the Soviet Union with a historically
uncertain economic and political climate. This may have a material adverse
impact on the Company and Intercomsoft.
The
Company has no current source of revenue.
The
Company had no source of revenue for the six month period ended June 30, 2008,
nor for the year ended December 31, 2007. Its sole revenue source for several
years prior to such time was from Intercomsoft whose only customer was the
Republic of Moldova’s Ministry of Economics to which it supplied its goods and
services pursuant to the Supply Agreement between the Government of Moldova and
Intercomsoft.
On or about February
11,
2006, the Company received a notice from the Government of the Republic of
Moldova advising the Company that it did not intend to renew the Supply
Agreement which, unless renewed, expired by its terms on April 29, 2006. The
Company believes that such non-renewal notice may not have been sent timely
under the applicable provisions of the Supply Agreement. However, inasmuch as
the Company’s only revenues are derived from Intercomsoft’s activities under
the Supply Agreement, as of April 29, 2006, the Company has had no current
source of revenue as a consequence of the non-renewal of such Agreement.
Although the Company has contested Moldova’s notice of non-renewal of the
Supply Agreement, there can be no assurance as to the outcome of such dispute.
Such event has had a material adverse effect on Intercomsoft and the Company.
The Company has
commenced a
legal action against the Government of Moldova.
On
June 27, 2006, the Company and Intercomsoft commenced an action in the United
States District Court for the Southern District of New York against the
Ministry of Economics of the Republic of Moldova and the Government of the
Republic of Moldova seeking damages of approximately $41 million for breach of
contract and an injunction prohibiting Moldova from producing further essential
government documents in accordance with the terms of the Supply Agreement.
Additionally, the Company has contested Moldova’s notice of non-renewal of the
Supply Agreement. Among the Company’s claims against Moldova is a claim for
non-payment for all of the essential government documents produced under the
Supply Agreement
9
during
the four month period commencing January 2006 and ending in April 2006. Based,
in part, upon records issued by Moldova, the Company believes the uncollected
amount due for this period for services rendered, together with contractually
agreed upon interest for late payments, is in excess of $2.5 million, which
amount is not included in the accompanying financial statement. The Company is
still pursuing such amount and believes it to be a legally valid receivable. In
August 2006, the action was withdrawn, without prejudice.
On
September 18, 2006, Intercomsoft commenced an action with the International
Chamber of Commerce, International Court of Arbitration, in Geneva, Switzerland
(the “ICC”). The Demand for Arbitration filed in connection therewith repeats
and incorporates the claims that were set forth in the Complaint in the
withdrawn prior action noted above.
The
Moldovan Defendants have denied that the ICC has jurisdiction to hear the
arbitration and hearings have been held, but not completed, on this issue. In
addition, the Moldovan Defendants have commenced an action before the
International Commercial Court of Arbitration attached to the Chamber of
Commerce and Industry of the Republic of Moldova, claiming that it is the
proper body to administer any arbitration between the parties. The claims
asserted in the current action, are the same claims asserted by the Moldovan
Defendants in the ICC arbitration.
The
Republic of Moldova and the other respondents have interposed counterclaims
against the Company and Intercomsoft in amounts totaling $30 million. The
counterclaims contain allegations of fraud and misrepresentation claimed to
have occurred during the performance of the Supply Agreement.
Management
of the Company and Intercomosft are vigorously pursuing the claims against the
Moldovan Defendants and have denied any wrongdoing and are, likewise,
vigorously contesting the counterclaims.
The
Company has terminated its agreement with Supercom Limited.
Pursuant
to a Sales Agreement between Intercomsoft and Supercom Limited (“Supercom”)
dated August 25, 1995, as amended, Supercom supplied the equipment, software,
technology and consumables utilized by Intercomsoft for the production of
computerized documents under the Supply Agreement. Pursuant to this agreement,
Intercomsoft was provided with the guidance and support required for the
installation and operation of the equipment, as well as the materials required
for its maintenance.
On
March 24, 2005, Intercomsoft and Supercom entered into a Termination Agreement,
terminating the Sales Agreement. Notwithstanding, pursuant to the terms of the
Termination Agreement, Supercom, in consideration of certain payments to be
made to it, agreed to continue to supply Moldova with such equipment, consumables,
software and technology during the remaining term of the Supply Agreement,
pursuant to the requirements of the Supply Agreement. Supercom agreed not to
take any action, directly or indirectly, to interfere with Intercomsoft’s
contractual rights with Moldova or to, in any way, cause Moldova to terminate
or not renew the Supply Agreement and agreed to pay to Intercomsoft certain
amounts specified in the Termination Agreement as liquidated damages in the
event of any breach or default by Supercom thereunder. Except and as to the
extent provided under the Termination Agreement, Intercomsoft has no other
rights to Supercom’s proprietary technology as referred to above.
The
Company has 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.
Going
Concern
The
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 4 above, the Company’s only customer
did not renew its contract which expired April
10
29, 2006 and, as a result, the Company has not generated any
revenue
since such date. In addition, as shown on the balance sheet, the Company’s
liabilities exceeded its assets by $2,782,000. These circumstances, among
others, raise substantial doubt about its ability to continue as a going
concern.
NOTE 5 - RELATED PARTY
TRANSACTIONS AND BALANCES
See Note 3
regarding the Termination Agreement with API.
Transactions
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
and related expenses to Chairman (1)
|
|
$
|
159,000
|
|
$
|
149,000
|
|
|
|
|
|
|
|
|
|
|
|
Cash advance
from Royal HTM Group (2)
|
|
|
95,000
|
|
|
74,000
|
|
|
|
|
|
|
|
|
|
|
|
Cash
advances in the form of direct payment of expenses by Royal HTM Group (2)
|
|
|
159,000
|
|
|
198,000
|
|
|
|
|
|
|
|
|
|
|
|
Business
development services (2)
|
|
|
60,000
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
473,000
|
|
$
|
481,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1)
|
Mr. Boris Birshtein serves as the Company’s Chairman of the
Board of
Directors (the “Chairman”) on a month-to-month basis.
|
|
|
|
|
2)
|
The Company has engaged Royal HTM Group, Inc., a Canadian company
beneficially owned and controlled by the Chairman, to render certain business
development services to the Company. Royal HTM Group has also advanced money
to the Company to fund its operating expenses.
|
Balances
As of June 30,
2008 payables to related parties consist of the following:
|
|
|
|
|
|
|
Amount due
to the Chairman and a company owned and controlled by such individual.
|
|
$
|
1,502,000
|
|
|
|
|
|
|
|
|
Accrued
compensation due to the Chairman.
|
|
|
730,000
|
|
|
|
|
|
|
|
|
|
|
$
|
2,232,000
|
|
|
|
|
|
|
|
These amounts
are non-interest bearing and due on demand.
NOTE 6 - STOCK COMPENSATION
PLANS
During the six months ended June 30, 2008, the Company did not
issue
any options to purchase its common stock. As of June 30, 2008, the total
options outstanding were 6,870,000, of which 3,870,000 were issued pursuant to
the 2001 Omnibus Plan, as amended.
11
NOTE 7 - SEGMENT INFORMATION
The Company’s operations are classified into two reportable
segments.
The segments consist of Intercomsoft, which produces secure essential government
identification documents, and general and administrative expenses incurred for
corporate purposes.
SIX MONTHS
ENDED JUNE 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercomsoft
|
|
Corporate and
Administrative
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
17,000
|
|
|
490,000
|
|
|
507,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(17,000
|
)
|
$
|
(490,000
|
)
|
$
|
(507,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
SIX MONTHS ENDED JUNE 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercomsoft
|
|
Corporate and
Administrative
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
16,000
|
|
|
508,000
|
|
|
524,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,000
|
)
|
$
|
(508,000
|
)
|
$
|
(524,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED JUNE 30,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercomsoft
|
|
Corporate and
Administrative
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
9,000
|
|
|
253,000
|
|
|
262,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(9,000
|
)
|
$
|
(253,000
|
)
|
$
|
(262,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED JUNE 30,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercomsoft
|
|
Corporate and
Administrative
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
8,000
|
|
|
276,000
|
|
|
284,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(8,000
|
)
|
$
|
(276,000
|
)
|
$
|
(284,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
I
TEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
|
The
following management’s discussion and analysis of financial condition and
results of operation should be read in conjunction with our Annual Report on
Form 10-KSB for the year ended December 31, 2007, as well as our unaudited
consolidated financial statements and notes thereto contained elsewhere in this
Quarterly Report on Form 10-Q. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
described. We expressly disclaim any obligation or undertaking to update these
statements in the future.
OPERATIONS
Business Development
Since
1998
we have operated our wholly-owned subsidiary, Intercomsoft Limited, a
non-resident Irish company engaged in the operation of a computerized photo
identification and database management system.
Additionally,
until May 30, 2008, we had an exclusive worldwide license to a mechanically
rechargeable aluminum-air fuel cell technology for use with portable consumer
electronic devices which we acquired in January 2001.
However,
other than activities in connection with Intercomsoft’s Supply Agreement as
more detailed below, although we are seeking other opportunities, we are not
currently engaged in any other business operations, or in any activities that
generate revenue.
Intercomsoft Ltd.
Intercomsoft,
Ltd. is a technology-intensive company, established to operate a computerized
photo identification and database management system utilized in the production
of secure essential government identification documents such as passports,
driver’s licenses, national identification documents and other such forms of
essential personal identification.
Although it
has pursued other opportunities, Intercomsoft’s only customer has been the
Government of the Republic of Moldova, pursuant to a ten (10) year renewable
Contract on Leasing Equipment and Licensing Technology (the “Supply Agreement”)
entered into in April 1996.
On or
about
February 11, 2006, we received notice from the Government of the Republic of
Moldova that it did not intend to renew the Supply Agreement which, unless
renewed, expired by its terms on April 29, 2006. We believe that such notice of
non-renewal may not have been sent timely under the applicable provisions of
the Supply Agreement and are currently contesting the claimed non-renewal of
such Agreement.
13
We are
currently involved in a number of legal actions in connection with the Supply
Agreement, which are set forth in detail in Part II Item 1 of this report
entitled
Legal
Proceedings
.
Aluminum-Air Fuel Cell Technology
Until
May
30, 2008, we had an exclusive worldwide license to a mechanically rechargeable
aluminum-air fuel cell technology solely for use with portable consumer
electronic devices, all rights and title to a certain technology relating to
aluminum-air fuel cells and the design and know how to a converter designed and
developed by Aluminum-Power, Inc. (“Aluminum Power”), our majority shareholder,
which is beneficially owned and controlled by our Chairman of the Board.
Since
we
acquired such technology in January 2001 and through the second quarter of 2003
we engaged in research, development and marketing efforts in connection with
such technology. Further, during such period we also actively sought strategic
business partners to commercialize the technology and pursued the prosecution
of patent applications resulting in the issuance by the United States Patent
and Trademark Office of two patents on our aluminum-air fuel cell technology.
As of
the
second quarter of 2003 we discontinued our research and development efforts on
the aluminum-air fuel cell technology and have not actively pursued the
development of such technology since such time.
On May
30,
2008 we entered into a termination agreement (the “Termination Agreement”) with
Aluminum Power terminating the Technology Acquisition Agreement and the
Research and Development Agreement entered into by us and Aluminum Power in
2001. In consideration of the Termination Agreement, Royal HTM Group, Inc, a
company beneficially owned and controlled by the Company’s Chairman of the
Board, cancelled $400,000 of our indebtedness to it.
In
addition, subsequent to the period ended June 30, 2008, we entered into an
amendment of the Termination Agreement dated as of July 9, 2008 (the
“Amendment”). Pursuant to the terms of the Amendment, Aluminum Power
transferred to us 21,000,000 shares of our common stock owned by it as further
consideration in connection with the Termination Agreement. Such shares are to
be utilized by us solely in connection with certain acquisitions that we are
currently exploring. In the event that we do not conclude any of such
acquisitions by December 31, 2008, Aluminum Power has the right to require us
to reconvey such 21,000,000 shares to it for a purchase price of $1,000.
RESULTS OF OPERATIONS
General
During
the
three and six month period ended June 30, 2008, our operations consisted solely
of administrative activities, activities surrounding exploration of certain
acquisitions and those related to pursuing the breach of contract claims
against the Republic of Moldova as more fully described in Part II Item 1
herein.
14
Comparison of Three Month Period Ended June
30, 2008 to June 30, 2007
During
the
three months ended June 30, 2008, we generated no revenues from operations and
similarly generated no revenues in the comparative period in 2007. Revenue in
periods prior to those at issue resulted from Intercomsoft’s production of
government documents in the Republic of Moldova and the lack of revenue in the
periods at issue resulted from the contested non-renewal of the Supply
Agreement on April 29, 2006.
General and
administrative expenses for the three months ended June 30, 2008, were
approximately $262,000, which consisted of $9,000 of Intercomsoft expenses
consisting of machinery and equipment depreciation, and $253,000 of which were
general corporate and administrative expenses. For the same period in 2007,
general and administrative expenses aggregated approximately $284,000, which
consisted of $8,000 of Intercomsoft expenses consisting of machinery and
equipment depreciation and $276,000 of which were general and corporate
administrative expenses.
We had
net
loss from operations of approximately $262,000 for the three month period ended
June 30, 2008, as compared to a net loss of approximately $284,000 for the same
period in 2007.
Comparison of Six Month Period Ended June 30,
2008 to June 30, 2007
During
the
six months ended June 30, 2008, we generated no revenues from operations and
similarly generated no revenues in the comparative period in 2007. Revenue in
periods prior to those at issue resulted from Intercomsoft’s production of
government documents in the Republic of Moldova and the lack of revenue in the
periods at issue resulted from the contested non-renewal of the Supply
Agreement on April 29, 2006.
General and
administrative expenses for the six months ended June 30, 2008, were
approximately $507,000, which consisted of $17,000 of Intercomsoft expenses
consisting of machinery and equipment depreciation, and $490,000 of which were
general corporate and administrative expenses. For the same period in 2007,
general and administrative expenses aggregated approximately $524,000, which
consisted of $16,000 of Intercomsoft expenses consisting of machinery and
equipment depreciation and $508,000 of which were general and corporate
administrative expenses.
We had
a
net loss from operations of approximately $507,000 for the six month period
ended June 30, 2008, as compared to a net loss of approximately $524,000 for
the same period in 2007.
Liquidity & Capital Resources
Intercomsoft’s
Supply Agreement, if not renewed pursuant to the terms thereof, expired by its
terms in April 2006. As a consequence of what we believe was an untimely notice
of non-renewal of the Supply Agreement, Moldova discontinued payment to us for
15
amounts due under the Supply Agreement and our sole source of
revenue
ended. We have not generated and revenue since such time. Although we are
vigorously contesting the non-renewal of the Supply Agreement, there can be no
assurances as to the outcome such dispute. If the Supply Agreement is not
renewed, we will need to pursue future business opportunities in order to
sustain continued operations.
Our
liabilities currently exceed our assets by $2,782,000. These circumstances,
among others, raise substantial doubt about our ability to continue operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Stock Compensation Plans
There were
no options to purchase shares of our common stock cancelled, issued or exercised
during the three or six month periods ended June 30, 2008. As of June 30, 2008,
the total number of shares of our common stock reserved for issuance under
options outstanding was 6,870,000, of which options to purchase 3,870,000
shares were issued pursuant to our 2001 Omnibus Plan, as amended.
Available information
We
are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and, in accordance therewith, file
reports, proxy and information statements and other information with the
Commission. Reports, proxy statements and other information filed by us with
the Commission pursuant to the informational requirements of the Exchange Act
may be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material may also be obtained upon
written request addressed to the Commission, Public Reference Section, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains an Internet web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at
www.sec.gov
.
No
person
has been authorized to give any information or to make any representation other
than as contained or incorporated by reference in this Quarterly Report and, if
given or made, such information or representation must not be relied upon as
having been authorized by us.
|
|
|
|
I
TEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
|
Not applicable.
16
|
|
|
|
I
TEM 4.
|
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and
Procedures
As
of the
end of the period covered by this Quarterly Report, we carried out, under the
supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) in ensuring that information required to be disclosed by
us in our reports are 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 June 30, 2008, our Chief
Executive Officer and our Chief Financial Officer have concluded that, as of
that date, our controls and procedures were not effective for the purposes
described above.
There was
no change in our internal control over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the
period ended June 30, 2008 that has materially affected or is reasonably likely
to materially affect our internal control over financial reporting.
Management’s Report on Internal Control over
Financial Reporting
Management
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 June 30, 2008, using the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”)
Internal
Control – Integrated Framework
as a basis for our assessment.
Because of
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.
A
material
weakness in internal controls is a deficiency in internal control, or
combination of control deficiencies, that adversely affects our ability to
initiate, authorize, record, process, or report external financial data
reliably in accordance with accounting principles generally accepted in the
United States of America such that there is more than a remote likelihood that
a material misstatement of our annual or interim financial statements that is
more than inconsequential will not be prevented or detected. In the
17
course of making our assessment of the effectiveness of internal
controls over financial reporting, we identified a material weakness in our
internal control over financial reporting. This material weakness consisted of
inadequate staffing and supervision within the bookkeeping and accounting
operations of our company. The relatively small number of individuals who have
bookkeeping and accounting functions prevents us from segregating duties within
our internal control system. The inadequate segregation of duties is a weakness
because it could lead to the untimely identification and resolution of
accounting and disclosure matters or could lead to a failure to perform timely
and effective reviews.
As
we are
not aware of any instance in which we failed to identify or resolve a
disclosure matter or failed to perform a timely and effective review, we
determined that the addition of personnel to our bookkeeping and accounting
operations is not an efficient use of our very limited resources at this time
and not in the interest of our shareholders.
This
Quarterly Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Quarterly
Report.
P
ART II - OTHER INFORMATION
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I
TEM 1.
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LEGAL PROCEEDINGS
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On
or about
February 11, 2006, we received a notice from the Government of the Republic of
Moldova wherein it advised us that it did not intend to renew the Supply
Agreement which, unless renewed, expired by its terms on April 29, 2006. We
believe that such non-renewal notice may not have been sent timely under the
applicable provisions of the Supply Agreement and we have contested such
non-renewal notice.
On
June 27,
2006, together with our subsidiary Intercomsoft, we commenced an action in the
United States District Court for the Southern District of New York against the
Ministry of Economics of the Republic of Moldova and the Government of the
Republic of Moldova seeking damages of approximately $41 million for breach of
contract and an injunction prohibiting Moldova from producing further essential
government documents in accordance with the terms of the Supply Agreement. As a
consequence of discussions with counsel to the defendants in this action, we
withdrew the action in August 2006, without prejudice to our rights to
reinstate it in the United States courts
On
September 18, 2006, Intercomsoft commenced an action with the International
Chamber of Commerce (the “ICC”), International Court of Arbitration, in Geneva,
Switzerland. The Demand for Arbitration filed in connection with such action
repeats and incorporates the claims that were set forth in the Complaint in the
withdrawn prior action noted above.
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The
Moldovan Defendants have denied that the ICC has jurisdiction to hear the
arbitration and hearings have been held, but no decision has been rendered by
the arbitral tribunal on this issue. In addition, the Moldovan Defendants have
commenced an action before the International Commercial Court of Arbitration
attached to the Chamber of Commerce and Industry of the Republic of Moldova,
claiming that it is the proper body to administer any arbitration between the
parties. The claims asserted in the current action are the same claims asserted
by the Moldovan Defendants in the ICC arbitration.
The
Republic of Moldova and the other respondents have interposed counterclaims
against us and Intercomsoft in amounts totaling $30 million. The counterclaims
contain allegations of fraud and misrepresentation which the respondents claim
occurred during the performance of the Supply Agreement.
Management
of the Company and Intercomosft are vigorously pursuing the claims against the
Moldovan Defendants and have denied any wrongdoing and are, likewise,
vigorously contesting the counterclaims.
There
can be no assurance as to the outcome of such arbitration proceedings and
actions.
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I
TEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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None
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TEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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None.
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TEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
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I
TEM 5.
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OTHER INFORMATION
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During the
six month period ended June 30, 2008, we accrued an aggregate of $138,000
($23,000 per month) in compensation and $10,800 ($1,800 per month) in expenses
due to Boris Birshtein related to his performance as our Chairman of the Board.
During the
six month period ended June 30, 2008 we borrowed an aggregate of approximately
$308,000 from our Chairman of the Board and Royal HTM Group, Inc., a Canadian
company beneficially owned and controlled by such individual, to meet on-going
operational expenses. Such amount is non-interest bearing and is due on demand.
Royal HTM
Group renders certain business development services to us on on-going basis.
During the six month period ended June 30, 2008 we accrued an aggregate
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of $60,000 ($10,000 per month) for consulting fees due to Royal
HTM
Group for such services. Such amount is non-interest bearing and is due on
demand.
On
May 30,
2008 we entered into a termination agreement (the “Termination Agreement”) with
Aluminum Power Inc., a company beneficially owned and controlled by our
Chairman of the Board. The Termination Agreement terminated the Technology
Acquisition Agreement and the Research and Development Agreement entered into
by us with Aluminum Power in 2001. In consideration of the Termination
Agreement, Royal HTM Group cancelled $400,000 of our indebtedness to it. The
forgiveness of such debt was accounted for as a credit to additional paid in
capital on the accompanying consolidated balance sheet as of June 30, 2008. As
of the date of the Termination Agreement, Aluminum Power was our majority
shareholder.
On
July 9,
2008, we entered into an amendment of the Termination Agreement (the
“Amendment”). Pursuant to the terms of the Amendment, Aluminum Power
transferred to us 21,000,000 shares of our common stock owned by it as further
consideration in connection with the Termination Agreement. Such shares are to
be utilized by us solely in connection with certain acquisitions that we are
currently exploring. In the event that we do not conclude any of such acquisitions
by December 31, 2008, Aluminum Power has the right to require us to reconvey
such 21,000,000 shares to it for a purchase price of $1,000. Such transaction
reduced the number of our issued and outstanding shares by 21,000,000 resulting
in a total of 79,472,328 issued and outstanding shares as of the date of this
quarterly report.
On
July 10,
2008 Royal HTM Group and Aluminum Power entered into an agreement pursuant to
which Aluminum Power transferred to Royal HTM Group 49,275,000 of its shares of
our common stock. With such transaction Royal HTM Group became our majority
shareholder.
The
exhibits listed below are filed as part of this Quarterly Report for the period
ended June 30, 2008:
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S
IGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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TRIMOL GROUP, INC.
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Date: August
13, 2008
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By: /s/ Yuri
Benenson
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Name:
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Yuri
Benenson
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Title:
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Chief Executive
Officer
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By: /s/ Jack
Braverman
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Name:
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Jack
Braverman
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Title:
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Chief
Financial Officer
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