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EX-32.1 - CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - TRILLIANT EXPLORATION CORPex-32_1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - TRILLIANT EXPLORATION CORPex-31_2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - TRILLIANT EXPLORATION CORPex-31_1.htm
 


 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

Mark One
[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the period ended September 30, 2010

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ______ to _______

Commission File No. 333-138332

Trilliant Exploration Corporation
(Name of small business issuer in its charter)
      
      
Nevada
(State or other jurisdiction of incorporation
or organization)
20-0936313
(I.R.S. Employer Identification No.)
      
      
545 Eighth Avenue, Suite 401, New York, New York 10019
(Address of principal executive offices)
      
      
(212) 560-5195
(Issuer’s telephone number)
1401 Roadman Street, Hollywood, Florida 33020
(Previous address if changed from last report)
      
      
Securities registered pursuant to Section
12(b) of the Act:
Name of each exchange on which
registered:
None
 
      
      
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
 
(Title of Class)
 
 
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes [X ]   No[    ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.
 
Yes [   ]  No [   ]
 
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer [  ]                                                                           Accelerated filer [   ]
 
Non-accelerated filer [   ]                                                                           Smaller reporting company [X]
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [X]
 
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
 
N/A
 
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]
 
Applicable Only to Corporate Registrants
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 
Class
Outstanding as of November 22, 2010
Common Stock, $0.001
87,231,500*
 
*93,131,500 shares issued, 87,231,500 outstanding (considering 5,900,000 shares of treasury stock repurchased by the Company)
 



 
 
 

 

 
TRILLIANT EXPLORATION CORPORATION

Form 10-Q

Part 1.   
 
     
Item 1.
Financial Statements (unaudited)
 
   
 
      
 
   
   
     
Item 2.   
 
      
   
Item 3.   
 
      
   
Item 4.
 
     
Part II.
 
      
   
Item 1.   
 
      
   
Item 1A.   
 
     
Item 2.  
 
     
Item 3.   
 
      
   
Item 4.      
 
     
Item 5.  
 
      
   
Item 6.      
 
      
   


 
 

 

PART I


The accompanying condensed consolidated unaudited financial statements of Trilliant Exploration Corporation, a Nevada corporation, are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the Company’s most recent annual financial statements for the year ended December 31, 2009 included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2010.  In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments.  The results of operations presented in the accompanying condensed financial statements for the period ended September 30, 2010 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2010.
 
 
 
 

 

 
TRILLIANT EXPLORATION CORPORATION
(A Pre-Exploration Stage Company)
Condensed Consolidated Balance Sheets
 
   
September 30,
2010
   
December 31,
2009
 
   
(unaudited)
   
(restated and unaudited - Note 8)
 
ASSETS
           
Current Assets
           
Cash
  $ 11,606     $ -  
Prepaid expenses
    -       22,433  
                 
Total Current Assets
    11,606       22,433  
                 
Other Assets
               
Bond issue costs, net - related party (Note 4C)
    58,592       92,585  
Deposits
    -       5,646  
Total Other Assets
    58,592       98,231  
                 
TOTAL ASSETS
  $ 70,198     $ 120,664  
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Liabilities
               
Current Liabilities
               
Accounts payable
  $ 112,835     $ 56,269  
Accounts payable - related party(Note 4B)
    117,307       24,589  
Convertible notes payable–related party, current (Note 4A)
    665,000       665,000  
Bonds payable, convertible and secured - related party (Note 4C)
    2,062,000       2,057,032  
Accrued interest, convertible bonds payable–related party (Note 4C)
    282,250       47,983  
Accrued interest, convertible notes payable–related party (Note 6A)
    75,251       35,897  
Short-term notes payable–related party (Note 4B)
    32,495       32,495  
Total Current Liabilities
    3,347,138       2,919,265  
                 
Total Liabilities
    3,347,138       2,919,265  
                 
Stockholders’ Deficit (Note 5)
               
Preferred stock, par value $.001, 200,000,000 shares authorized, 10,200,000 issued and outstanding
    10,200       10,200  
Common stock, par value $.001, 1,000,000,000 shares authorized, 93,131,500 shares issued and 87,231,500 outstanding
    93,132       93,132  
Additional paid-in capital
    10,706,521       10,706,521  
Deficit accumulated during the pre-exploration stage
    (3,886,793     (3,408,454
Total stockholders’ equity (deficit) (before treasury stock)
    6,923,060       7,401,399  
Treasury stock
    (10,200,000 )     (10,200,000 )
Total Stockholders' Deficit
    (3,276,940     (2,798,601
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 70,198     $ 120,664  

See accompanying notes to unaudited condensed consolidated financial statements.
 
 
 

 
 
TRILLIANT EXPLORATION CORPORATION
(A Pre-Exploration Stage Company)
Condensed Consolidated Statements of Operations (unaudited)
 
   
Three months ended September 30,
   
Nine months ended September 30,
   
Cumulative
Totals
 from
December 29, 2003
(Inception) to September 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
         
(restated – Note 8)
         
(restated – Note 8)
       
Revenues
  $ -     $ -     $ -     $ -     $ -  
Operating Expenses
                                       
Organization expenses
    -       -       -       -       1,200  
Professional fees
    45,800       94,502       135,116       339,395       771,102  
Salaries and wages
    -       38,060       3,000       114,060       173,185  
Advertising and promotion
    -       52,225       12,600       52,225       81,350  
Insurance
    -       6,482       9,833       (6,482     21,505  
Other general and administrative
    191       17,157       5,208       42,427       345,395  
Total Operating Expenses
    45,991       208,426       165,757       554,589       1,393,737  
Net Loss from Operations
    (45,991     (208,426 )     (165,757 )     (554,589 )     (1,393,737 )
Other Income (Expense)
                                       
Interest expense
    (109,131 )     (49,113 )     (312,582 )     (181,743 )     (565,998 )
Interest income
    -       -       -       23,300       37,587  
Currency exchange loss
    -       -       -       -       (9
      Total Other Income (Expense)
    (109,131 )     (123,669 )     (312,582 )     (158,443 )     (528,420 )
LOSS FROM CONTINUING OPERATIONS
    (155,122 )     (257,539 )     (478,339 )     (713,032 )     (1,922,157 )
Provision for income taxes
    -       -       -       -       -  
NET LOSS FROM DISCONTINUED OPERATIONS
    -       (140,839 )     -       (376,013 )     (1,964,636 )
                                         
Net Loss Applicable to Common Shares
  $ (155,122 )   $ (398,378 )   $ (478,339 )   $ (1,089,045 )   $ (3,886,793 )

See accompanying notes to unaudited condensed consolidated financial statements.
 
 
 

 
 
TRILLIANT EXPLORATION CORPORATION
(A Pre-Exploration Stage Company)
Condensed Consolidated Statements of Operations (continued)
 
   
Three months ended September 30,
   
Six months ended September 30,
 
   
2010
   
2009
   
2010
   
2009
 
         
(restated – Note 8)
         
(restated – Note 8)
 
BASIC AND DILUTED LOSS PER SHARE
                       
Net loss per share, continuing operations
  $ -     $ -     $ -     $ -  
Net loss per share, discontinued operations
    -       -       -       (0.01
Total  loss per share
  $ -     $ -     $ -     $ (0.01 )
                                 
Weighted Average Number of Common
                               
Shares Outstanding (Basic)
    87,231,500       92,822,217       87,231,500       92,193,500  
 
See accompanying notes to unaudited condensed consolidated financial statements.
 
 
 

 
 
TRILLIANT EXPLORATION CORPORATION
(A Pre-Exploration Stage Company)
Condensed Consolidated Statements of Cash Flows (unaudited)
 
               
Cumulative Totals
 
               
from December 29,
 
   
Nine Months Ended September 30,
   
2003 (Inception) to
 
   
2010
   
2009
   
September 30, 2010
 
         
(restated – Note 8)
       
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net Loss
    (478,339     (1,089,045     (3,886,793
Adjustments to reconcile net loss to net cash used in operations:
                       
Forgiveness of notes receivable
    -       -       990,000  
Depreciation
    -       160,360       -  
Amortization of bond issue costs - related party
    38,961       29,818       89,196  
Amortization of debt discount
    -       29,148       -  
Common stock issued for services
    -       23,800       255,250  
Vesting of warrants for services
    -       25,500       219,853  
Changes in operating assets and liabilities:
                       
(Increase) Decrease in:
                       
Accounts receivable
    -       (250,505     -  
Interest receivable, notes receivable - related party
    -       (22,633 )     -  
Other assets
    -       (324 )     -  
Inventory
    -       (41,310 )     -  
Unearned revenue
            (4,500 )        
Other tax liabilities
            (172 )        
Foreign tax credits
            23,343          
Prepaid expenses
    22,433       57,248       -  
Deposits
    5,646       (111 )     -  
Increase (Decrease) in:
                       
Accounts payable
    56,566       142,220       112,830  
Accounts payable - related parties
    92,718       -       117,307  
Accrued interest, convertible bonds payable - related party
    234,267       12,759       282,250  
Accrued interest, convertible bonds payable - related party
    39,354       22,463       75,251  
 Foreign revenue             (45,000 )        
Other Tax liabilities             (172  )        
Foreign tax liabilities
    -       (243,826 )     -  
Foreign payroll tax liabilities
    -       47,091       -  
Payroll liabilities
    -       111,250       -  
Accrued officer compensation
    -       54,000       -  
Net Cash Provided by (Used In) Operating Activities
    11,606       (913,606 )     (1,744,851 )
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Net cash received in acquisition of subsidiary
    -       2,009       -  
Purchase of fixed assets
            (26,355 )        
Issuance of notes receivable - related party
    -       -       (990,000 )
Payments on notes receivable - related party
    -       (205,000 )     -  
Net Cash Used In Investing Activities
    -       (229,346 )     (990,000 )
 
See accompanying notes to unaudited condensed consolidated financial statements.
 
 
 

 
 
TRILLIANT EXPLORATION CORPORATION
(A Pre-Exploration Stage Company)
Condensed Consolidated Statements of Cash Flows (unaudited) (continued)
 
               
Cumulative Totals
 
               
from December 29,
 
   
Six Months Ended September 30,
   
2003 (Inception) to
 
   
2010
   
2009
   
September 30, 2010
 
         
(restated – Note 9)
       
CASH FLOWS FROM FINANCING ACTIVITIES
                 
Proceeds from notes payable - related party
    -       132,133       49,764  
Payments on notes payable - related party
    -       -       (7,019 )
Proceeds from convertible bonds payable - related party
    -       258,856       1,914,212  
Proceeds from convertible notes payable - related party
    -       650,000       740,000  
Payments made on convertible notes payable - related party
    -       (75,000 )     (75,000 )
Payments made on mortgages payable
    -       (65,041 )     -  
Refunds for rescission of common stock
    -       -       (1,250 )
Net proceeds from sale of common stock
    -       66,000       125,750  
Increase in cash drawn in excess of bank balance
    -       -       -  
   Net Cash Provided By Financing Activities
    -       966,948       2,746,457  
NET INCREASE (DECREASE) IN CASH
    -       (176,004 )     11,606  
CASH AT BEGINNING OF PERIOD
    -       179,223       -  
CASH AT END OF PERIOD
  $ 11,606     $ 3,219     $ 11,606  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Cash paid for interest
  $ -     $ 132,630     $ 19,500  
Cash paid for income taxes
  $ -     $ -     $ -  
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
                       
Forgiveness of related party debt
  $ -     $ -     $ 10,000  
Issuance of 10,200,000 shares of preferred stock at $1 per share in exchange for 5,900,000 shares of treasury stock at $1.73 per share
  $ -     $ 10,200,000     $ 10,200,000  
Net assets acquired in acquisition of subsidiary MuluncayGoldCorp
  $ -     $ 1,430,131     $ -  
Isssuance of common stock for stock subscriptions receivable
  $ -     $ 22,250     $ -  
500,000 shares of common stock issued at $0.25 per share for deposit on business acquisition
  $ -     $ 125,000     $ -  
Purchase of stock investment with convertible note payment
  $ -     $ 2,485,200     $ -  
 
 
 
 

 
 
Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
 
Trilliant Exploration Corporation, (the “Company”) was incorporated as Project Development Pacific, Inc. on December 29, 2003, under the laws of the State of Nevada.  The business purpose of the Company was originally to assist Canadian citizens to access health care services from private providers.  On November 26, 2007, the Company changed its name to Trilliant Exploration Corporation, with a purpose to acquire and develop mineral properties.  The Company has elected a fiscal year end of December 31.
 
On March 30, 2009 (Date of Acquisition), Trilliant Exploration Corporation (the Parent) acquired a 100% interest in MuluncayGoldCorp (a Subsidiary) (Muluncay).  The transaction was accounted for as a purchase pursuant to ASC Topic No. 805.
 
On September 29, 2009 (Date of Formation), the Company established a wholly-owned Trilliant Diamonds Limited (a Subsidiary) (Trilliant Diamonds), a private limited England and Wales Company, to facilitate the Company’s diamond exploration.  Trilliant Diamonds has been inactive since formation.
 
On July 1, 2009 the Company acquired 799 of 800 shares of AyapampaGold S.A (AYA) (a Subsidiary) at $1 per share for a purchase price of $799. AYA was formed in mid-2007 as a shell and has been inactive since inception.
 
On February 11, 2010, Minera Del Pacifico (the seller of MuluncayGoldCorp) exercised its rights retroactive to December 31, 2009 to terminate the purchase of MuluncayGoldCorp.  The activity of MuluncayGoldCorp from the Date of Acquisition through December 31, 2009 is reported as discontinued operations pursuant to ASC Topic 205.
 
The accompanying consolidated financial statements  include the operations of the Subsidiaries’ activity from the dates of Acquisition and Formation through September 30, 2010.  Intercompany transactions have been eliminated upon consolidation. The Parent and Subsidiaries are collectively referred to as “the Company.”
 
The unaudited interim financial statements of Trilliant Exploration Corporation were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Pre-Exploration Stage Company
The Company is considered to be in the pre-exploration stage as defined in ASC 915 “Accounting and Reporting by Development Stage Enterprises” as interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7.  The Company is devoting substantially all of its efforts to the execution of its business plan.



 
 

 

Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)
 

 
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Significant estimates that may change in the near future include value of goodwill, impairment of long-lived assets acquired, and value of investments.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had $ 11,606 and $0 in cash and cash equivalents as of September 30, 2010 and December 31, 2009.
 
Comprehensive Income
 
Comprehensive income consists of net income and other gains and losses affecting shareholders’ equity that, under generally accepted accounting principles are excluded from net income. For the Company, such items consist primarily of unrealized gains and losses on marketable securities and foreign currency translation gains and losses.
 
Revenue Recognition
 
The Company recognizes revenues when a sale agreement has been made, when there are no restrictions or repurchase agreements on the transaction, when collection is reasonably certain, and when the goods or services have been delivered to the buyer.
 
Mineral Acquisition and Exploration Costs
 
Mineral property exploration costs are expensed as incurred.  When it has been determined that a mineral property can be economically developed as a result of establishing proven reserves, the costs incurred to develop such property are capitalized.  Such costs will be amortized using the units-of-production method.
 
Property, Plant, and Equipment
 
Property and equipment are stated at cost. The Company acquired certain property, plant, and equipment in the acquisition of MuluncayGoldCorp. Depreciation and amortization are determined using the straight-line method over estimated useful lives of the assets. All property, plant, and equipment were disposed of and any gains and losses on the disposal are included in discontinued operations as disclosed in Note 10.  As of September 30, 2010, the Company held no property, plant or equipment.
 
Goodwill and Other Intangibles
 
As of September 30, 2010, the Company held no Goodwill. The Company possesses no other intangible assets.
 

 
 

 

Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)
 

 
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
Net Income or (Loss) Per Share of Common Stock
 
The Company has adopted ASC Topic No. 260 concerning earnings per share (EPS), which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  The reconciliation of unamortized convertible bond issuance costs and interest expense on convertible bonds and convertible notes payable to net income, and addition of shares assuming conversion of notes and bonds and exercise of warrants, resulted in a nominal anti-dilutive effect on loss per share.
 
On September 30, 2009, the Company exchanged 5,900,000 shares of common stock held by Trafalgar Capital Specialized Investment Fund FIS (“Trafalgar”) (a significant stockholder of the Company) for 10,200,000 of designated Series I preferred stock, which is convertible to common stock based on the average closing price of the five days preceding conversion.  The 5,900,000 common shares were acquired at $1.73 per share and the preferred stock was issued at $1.00 per share.  The transaction resulted in treasury stock of $10,200,000, and an increase to Additional Paid in Capital of $10,189,800.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
Recently Issued Accounting Pronouncements
 
In January 2010, the FASB issued revised guidance intended to improve disclosures related to fair value measurements. This guidance requires new disclosures as well as clarifies certain existing disclosure requirements. New disclosures under this guidance require separate information about significant transfers in and out of Level 1 and Level 2 and the reason for such transfers, and also require purchases, sales, issuances, and settlements information for Level 3 measurement to be included in the rollforward of activity on a gross basis. The guidance also clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and the requirement to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. This accounting guidance is effective for the Company beginning in the third quarter of fiscal 2010, except for the rollforward of activity on a gross basis for Level 3 fair value measurement, which will be effective for the Company in the first quarter of fiscal 2012. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statement disclosures.
 
In September 2009, the FASB issued revised guidance for the accounting of transfers of financial assets. This guidance eliminates the concept of a qualifying special-purpose entity; removes the scope exception for qualifying special-purpose entities when applying the accounting guidance related to the consolidation of variable interest entities; changes the requirements for derecognizing financial assets; and requires enhanced disclosure. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
 
 
 
 

 
 
In September 2009, the FASB issued revised guidance for the accounting of variable interest entities. This revised guidance replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits from the entity that could be potentially significant to the variable interest entity. The accounting guidance also requires an ongoing reassessment of whether an enterprise is the primary beneficiary and requires additional disclosures about an enterprise’s involvement in variable interest entities. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

Management does not expect any financial statement impact from any recently-issued pronouncements.
 
Currency Risk and Foreign Currency Translations
 
The functional currency of the Company is the United States Dollar (USD).  In accordance with ASC Topic No. 830, realized gains or losses on expenses incurred in denominations other than USD are recognized in earnings on the transaction date.  At such time as there are any foreign denominated assets or liabilities, the Company will report changes in valuation in a Statement of Other Comprehensive Income or (Loss) due to the changes in cumulative adjustments from foreign currency translation.
 
NOTE 3 - PROVISION FOR INCOME TAXES
 
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes provided for under ASC Topic No. 740 give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, and allowances based on the income taxes expected to be payable in future years.  Deferred tax assets arising as a result of net operating loss carry-forwards and other temporary differences have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards of approximately $3,887,000 generated since inception through September 30, 2010, will begin to expire in 2024.   Deferred tax assets of approximately $1,306,085 were completely offset by the valuation allowance, based on the U.S. Statutory rate of 35%.
 
NOTE 4- RELATED PARTY TRANSACTIONS
 
A – Convertible Notes Payable
 
The Company has entered into multiple convertible notes payable agreements with an investment firm that is also a minority stockholder of the Company.  Each note carries a separately dated promissory note that bears interest of 8% and was payable on or before August 31, 2010, with each funding due one year from original date of receipt.  Principal and interest are convertible at the option of the note-holder into shares of the Company’s common stock at the rate of 80% of the average of the five daily volume weighted average price preceding the conversion date.  Several Notes are in default and status of default is indicated in the following table.  The Notes carry no penalty or change in interest rate for default.  Accrued interest and interest expense on the convertible notes payable as of and for the nine months ended September 30, 2010  and September 30, 2009, totaled $ 75,251 and $48,619, respectively, and accrued interest at December 31, 2009 totaled $35,897. Due to the contingent nature of the conversion price, no beneficial conversion feature was noted. The convertible promissory notes with the investment firm totaled $665,000 at September 30, 2010 and December 31, 2009 and are summarized as follows:
 
 
 
 
 

 
 
 
Convertible Notes
 
Interest expense
 
 
Issue date
Maturity
 
Principal
   
Interest
Rate
 
Date of
Default
 
9 Mo.
September 30, 2010
   
9 Mo.
September 30, 2009
 
(A)
12/31/2008
1/5/2010
    90,000       8.00 %
1/5/2010
    5,326       9,020  
(A)
1/16/2009
1/5/2010
    100,000       8.00 %
1/5/2010
    5,918       9,649  
(A)
1/23/2009
1/5/2010
    50,000       8.00 %
1/5/2010
    2,959       4,748  
(A)
2/2/2009
1/5/2010
    25,000       8.00 %
1/5/2010
    1,479       2,330  
(A)
3/9/2009
1/5/2010
    10,000       8.00 %
1/5/2010
    592       871  
(B)
4/8/2009
4/8/2010
    50,000       8.00 %
4/8/2010
    2,959       3,800  
(C)
4/27/2009
4/27/2010
    75,000       8.00 % -     -       533  
(D)
4/27/2009
4/27/2010
    (75,000 )     8.00 % -     -       -  
 
6/23/2009
6/23/2010
    25,000       8.00 %
6/23/2010
    1,479       1,539  
 
7/1/2009
7/1/2010
    100,000       8.00 %
7/2/10
    5,918       6,000  
 
7/6/2009
7/6/2010
    20,000       8.00 %
7/7/10
    1,184       1,178  
 
8/26/2009
8/31/2010
    195,000       8.00 % -     11,540       8,951  
                                       
   
 Totals
    665,000                 39,354       48,619  

(A), Amounts borrowed were part of a master note agreement totaling $195,000
(c) and (D), The company borrowed $75,000on April 27, 2009, and subsequently repaid this note on May 29, 2009

 
NOTE 4- RELATED PARTY TRANSACTIONS (CONT’D)
 
B – Short-Term Notes Payable
 
The Company has borrowed funds from stockholders for working capital purposes from time to time.  The loans are non-interest bearing, payable on demand and, consequently, reported as current liabilities.  The Company has received $39,514 in advances since inception and made repayments of $7,019 in cash, resulting in a payable balance of $32,495 as of September 30, 2010 and December 31, 2009.  The Company also has related party payables of $117,307 and $24,589 as of September 30, 2010 and December 31, 2009, respectively, for reimbursable expenses incurred in the normal course of business.
 
C – Bonds Payable, Convertible & Secured
 
The Company has entered into multiple convertible bond agreements with an investment firm that is also a minority stockholder of the Company.  Each bond carries a separately dated promissory note that bears interest of 9% and is payable on or before January 1, 2010.  Upon default, the interest rate on one of the bonds is increased to 18%.  The stockholder incurred bond issuance costs which are being amortized to interest expense on a straight-line basis over the term of the bond.  The carrying amount of the bond issuance costs at September 30, 2010 and December 31, 2009 was $58,592 and $92,585 respectively net of amortization of $89,196 and $50,235, respectively.  There is bond interest payable of $282,250 and $47,983 as of September 30, 2010 and December 31, 2009, respectively.  The Company has not made the interest payments and is considered in default on Bonds (A), (B), (C) and (D) as of  as of September 30, 2010.
 
The bonds have an optional conversion feature whereby the stockholder is entitled to convert the bonds and accrued interest at any time based on the lesser of the stock price on the bonds’ inception (the ‘Fixed Price,’ which was determined to be $.61 per share) or the lowest daily closing volume weighted average price during the five days preceding conversion.  If the common stock price drops below the Fixed Price, the Company has the option to redeem the bonds, provided it pays a 16% redemption premium on the amount redeemed.  If the bonds are not converted, the Company is required to make interest-only payments for a period of one year following the bonds’ inception.  Thereafter, the Company shall continue making monthly interest payments, in addition to quarterly principal payments of $325,000 and quarterly 16% redemption premium payments that amount to $52,000 per quarter ($208,000 total).  Due to the contingent nature of the conversion price, no beneficial conversion feature was recorded.
 
 
 
 

 
 
The convertible bonds with the investment firm are summarized as follows:

   
Interest expense
 
 
Issue date
Maturity
 
Principal
   
Interest rate
   
Default rate
 
Date of Default
 
9 Months
9/30/10
   
9 Months
9/30/09
 
(A)
10/15/2008
10/15/2010
  $ 1,300,000       9.00 %     18.00 %
1/15/2010
  $ 165,082     $ 143,000  
(B)
4/30/2009
10/31/2010
  $ 300,000       9.00 %     9.00 %
1/15/2010
  $ 38,096     $ 24,750  
(C)
10/12/2009
1/12/2010
  $ 252,000       9.00 %     9.00 %
1/13/2010
  $ 16,953     $ 11,360  
(D)
11/3/2009
2/3/2010
  $ 210,000       9.00 %     9.00 %
2/3/2010
  $ 14,136     $ 7,718  
 
Totals
    $ 2,062,000                       $ 234,267     $ 186,828  
 
NOTE 5 – STOCKHOLDERS’ DEFICIT

Article Amendment
Effective December 1, 2008, the Company amended its Articles of Incorporation thereby increasing its authorized common and preferred stock to 1,000,000,000 and 200,000,000 shares, respectively.  The par value for preferred and common stock is $.001.  This change has been reflected in the accompanying financial statements.

Stock Splits
On November 9, 2007, the Company affected a 2-for-1 forward split on its common stock.  On November 14, 2008, the Company affected another 2-for-1 forward stock split.  Par value remained at $.001, and both splits have been retroactively applied to the earliest period presented in the accompanying financial statements.
 
Preferred Stock and Treasury Stock
 
On September 30, 2009, the Company issued to Trafalgar Capital Specialized Investment Fund FIS (“Trafalgar”) (a significant stockholder of the Company), 10,200,000 shares of designated Series I Preferred Stock (par value $.001), in exchange for 5,900,000 shares of the Company’s own common stock previously held by Trafalgar.  The 5,900,000 common shares were acquired at $1.73 per share and the preferred stock was issued at $1.00 per share.  The transaction was recorded using the Cost Method, resulting in treasury stock of $10,200,000 and an increase to Additional Paid in Capital of $10,189,800.
 
Series I preferred stockholders do not receive interest or dividends separately from common stock shareholders.  Series I shall participate in dividends when and if declared in the same proportion as common stock shareholders.  Series I preferred stock is convertible into common shares at the lowest volume weighted average price of the common shares in the five days preceding conversion.

Common Stock
The Company had 93,131,500 shares of common stock issued and 87,231,500 outstanding at September 30, 2010 and December 31, 2009.  The Company’s common stock is thinly traded with a limited market.  As of September 30, 2010, the stock was trading at a market price of $.012 per share.

Following are the Company’s stock transactions on a post-2007 and 2008 stock split basis:

In May 2009, the Company issued 25,000 shares to an independent investor at $.25 per share for signing a letter of intent for funding.  As of December 31, 2009, the letter of intent had not yet been finalized and consideration for the stock had not yet been received, resulting in a stock subscription receivable of $6,250 reported in the stockholders’ deficit section of the balance sheet.  Management considers these funds unlikely to be received and has expensed $6,250 as consulting fees as of December 31, 2009.
 
During September 2009, the Company sold to four independent investors, 184,000 shares of common stock at a price of $.25 per share for $46,000 cash.
 
 
 

 
 
 
Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)
 

 
NOTE 5 – STOCKHOLDERS’ DEFICIT (CONT’D)

On July 20, 2009, the Company sold to independent investors 40,000 shares of restricted common stock at $.25 per share for $10,000 cash.
 
In July 2009, the Company issued an additional 500,000 shares of restricted stock to an independent investor at $.25 per share for signing a letter of intent for funding.  This established a deposit of $125,000 and additional paid in capital of $124,500.  As of December 31, 2009 the letter of intent had not been finalized and uncertainty exists in the ability of the investor to complete the transaction.  Management considers the deposit of $125,000 unlikely to be received, and issued orders to the transfer agent to cancel the stock certificate.  The Company retains the right and obligation of not lifting the restriction on the stock and has requested the investor return the restricted stock certificate.  The deposit of $125,000 was expensed as consulting fees as of December 31, 2009.
 
On July 20, 2009, the Company issued to a consultant 2,500 shares at $.40 per share for services totaling $1,000.
 
On August 5, 2009, the Company sold to an independent investor, 40,000 shares of common stock at a price of $.25 per share for $10,000.
 
On August 26, 2009, the Company issued to three consultants a total of 100,000 shares of common stock at $.18 per share ($18,000 value) and 150,000 warrants at $.17 per share ($25,500 value) for services totaling $43,500.  The Black-Scholes Option Pricing Model was used to determine the fair value of the warrants using the following assumptions:  On August 26, 2009 the closing price was $.18 per share and the risk free rate on 3 year treasuries was 1.57%, options expire in three years, immediate vesting, no dividends, and stock volatility of 260%.
 
On September 9, 2009, the Company issued to a consultant 200,000 shares of common stock at $.15 per share for services totaling $30,000.  The contract term is nine months, resulting in $12,600 expensed as of December 31, 2009 and $12,600 recorded as services prepaid with stock in the stockholders’ equity (deficit) section of the balance sheet.
 
On December 15, 2009, the Company issued 100,000 shares of common stock to an officer at $.75 per share for total value of $75,000.  The issuance was pursuant to an employment agreement whereby the officer would receive a stock bonus should he serve out his term as specified in the agreement (see Note 6D).
 
On December 21, 2009, the Company entered into an agreement with Questas Global Ltd (Questas) by which the Company issued 10,000,000 warrants on common stock at $.003 per share in exchange for office space and services  provided to the Company president over the past year for a total of $194,353.  Terms of the warrant allow for Questas to purchase up to 10,000,000 shares of common stock under a cashless purchase after nine months at .003 cents per share, and the warrants expire five years from the date of the contract.  As a cashless exchange, if the fair market value of the common stock is greater than the exercise price, Questas may elect to receive shares equal to the value of the warrants.  The exercise of warrants is restricted such that Questas may not obtain beneficial ownership of more the 4.99% of the outstanding shares of common stock.
 
 
 
 

 
 
Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)
 

NOTE 6 - OTHER MATERIAL CONTRACTS
 
In September 2009, the Company acquired a one year insurance policy with total premium of $20,760.  As of September 30, 2010, total payments of $20,760 were made and $20,760 of the total premium has been amortized, resulting in a balance of $-0- as of September 30, 2010.
 
In September 2009, the company entered into a marketing contract for total expense of $25,200 for a nine month period. The company amortized $12,600 as of December 31, 2009, and $25,200 as of September 30, 2010.
 
NOTE 7- GOING CONCERN
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has accumulated an operating deficit since its inception.  Additionally, current economic conditions in the United States and globally create significant problems attaining sufficient funding.  Accordingly, management has encountered significant difficulties in obtaining financing.  These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing, borrowing, and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
 
NOTE8 – CORRECTION OF ACCOUNTING ERROR
 
The Company’s financial statements as of December 31, 2009, contained the following errors: (1) overstatement of debt in the amount of $2,389,200; overstatement of a related investment in the amount of $2,389,200, and overstatement of accrued interest payable in the amount of $149,112.  As of December 31, 2009, the investment and debt (along with minimal foreign currency translation adjustments) were eliminated, and accumulated deficit was increased by $149,112 to correct the aggregate effect of the errors.  The error is a result of the Company recording a transaction which did not materialize wherein the Company was borrowing funds under a convertible loan agreement to purchase, through a subsidiary, stock of a privately held company.  The lenders were unable to complete the transaction and neither funds nor equities changed hands.  The Board of Directors issued a resolution to void the transaction. The corrected numbers have been presented on an unaudited basis in the accompanying financial statements.  During the quarter ended September 30, 2010, the Company plans to amend and refile its annual and quarterly financial statements dating back to the transaction’s alleged occurrence on July 1, 2009.
 
NOTE 9 - SUBSEQUENT EVENTS
 
As discussed in Note 5A, The Company is unable to meet payment deadlines on notes and bonds payable.  Subsequent to September 30, 2010, the Company has defaulted on a $100,000 convertible note payable which was payable July 1, 2010 and a $20,000 convertible note payable which was due July 6, 2010.

On August 11, 2010, Jeffrey Sternberg resigned as President and Director of Trilliant Exploration Corporation.  On August 12, Billy Lieberman was appointed President of Trilliant Exploration.
 
 
 
 

 

 
Trilliant Exploration Corporation
(A Pre-Exploration Stage Company)
Notes to Condensed Consolidated Financial Statements (unaudited)
Three Months and Nine Months Ended September 30, 2010 and 2009, and the
Period of December 29, 2003 (Inception) to September 30, 2010 (restated, see Note 9)
 
NOTE 9 - SUBSEQUENT EVENTS (CONT’D)
 
Effective September 3, 2010, the Company entered into a letter of intent with Fairfield Gold S.A. de C.V. (“Fairfield Gold”), regarding the acquisition of the assets of Fairfield Gold for payment of consideration in the amount of $160,000. The letter of intent provides that execution of a definitive agreement is subject to completion of satisfactory due diligence by both parties. As of August 3, 2010, the Company received an audit report from Baker Tilly Mexico, S.C., regarding Fairfield, including balance sheets as of September 30, 2010 and December 31, 2009 and related statements of operations, stockholders’ equity and cash flows for the period from January 1, 201 to September 30, 2010 and for the period from July 9, 2009 (incorporation) to December 31, 2009. As of the date of this Quarterly Report, the Company remains engaged in due diligence. In the event due diligence is satisfactorily completed by the Company and Fairfield Gold, the Company intends to execute a definitive share purchase agreement or other similar documentation pertaining to consummation of the transaction.
The Company has evaluated events from December 31, 2009, through the date whereupon the financial statements were issued and has determined that there are no additional items to disclose.
 
NOTE 10 – DISCONTINUED OPERATIONS
 
As of December 31, 2009, the Company was in default on credit arrangements for the purchase of MuluncayGoldCorp.  The Company received a letter on February 11, 2010 in which Minera Del Pacifico informed the Company of the intent to enforce its rights under the agreements, and terminated all contractual agreements between the two companies effective December 31, 2009.  Management, in the interest of the Company and lacking financial means to further pursue contractual agreements, acknowledged the letter from Minera Del Pacifico and released all claims on mining assets and rights attached to previous agreements.

Effective December 31, 2009, the Company disposed of its Muluncay Subsidiary and recognized a Net Loss from Discontinued Operations of $1,964,636, consisting of a $1,773,141 loss on disposal and $191,495 loss from operations for the period of March 30, 2009 through December 31, 2009.  The Company was released from all obligations and released all claims on assets primarily because it has incurred significant operating losses since acquisition and the Company could not attract operating capital to meet contractual obligations since the acquisition of MuluncayGoldCorp.  The assets lost consisted primarily of accounts receivable, inventories, property and equipment, and other assets. Minera Del Pacifico also assumed certain accounts payable and accrued liabilities.

 
 
 

 
 
The following is a summary of the significant net assets lost and discharge of liabilities as determined at December 31, 2009:

ASSETS
     
LIABILITIES
     
Current Assets
     
Current Liabilities
     
Checking/Savings
  $ 4,501  
Accounts payable - trade
  $ 57,940  
Accounts receivable trade
    86,788  
Bank overdrafts
    14,323  
Employee loans
    3,957  
Loan payable - related party
    644,985  
Accounts receivable - rel. party
    472,598  
Unearned income
    3,500  
Accounts Receivable - Other
    186,920  
Loans payable
    11,000  
Foreign tax credits
    16,078  
Foreign taxes payable
    120,736  
Inventory
    91,949  
Payroll liabilities
    91,975  
Fixed Assets
       
Mortgage liabilities, net
    403,620  
Land
    16,000  
            Total Liabilities
  $ 1,348,079  
Plant
    1,915,809            
Machinery and equipment
    105,213  
Net assets/loss on disposal
  $ 1,773,141  
Computer equipment
    614  
Operating loss, 3/30-12/31/09
    191,495  
Electrical equipment
    10,476  
Net loss, discontinued operations
  $ 1,964,636  
Tools
    4,351            
Accumulated depreciation
    (206,622 )          
Other Assets
                 
Mineral rights
    412,588            
Total Assets
  $ 3,121,220            


FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identified by our use of certain terminology, including “will,” “believes,” “may,” “expects,” “should,” “seeks,” “anticipates,” or “intends,” or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; environmental liability claims and insurance; dependence on consultants and third parties as well as those factors discussed in the sections entitled “Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated, or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.
 
The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. The Company is an exploration stage company and its properties have no known body of ore. U.S. investors are cautioned not to assume that the Company has any mineralization that is economically or legally mineable.

 
 
 

 
 
All references in this Quarterly Report on Form 10-K to the terms “we,” “our,” “us,” “TTXP,” and the “Company” refer to Trilliant Exploration Corporation.


Trilliant Exploration Corporation was incorporated under the laws of the State of Nevada on December 29, 2003 under the name Project Development Pacific Inc. We were previously engaged in the business of assisting Canadian citizens to access health care services from private providers. On November 26, 2007, we changed our name to Trilliant Exploration Corporation with a business purpose to acquire and develop mineral properties. During 2007, we began acquiring interests in mining properties.  
 
CURRENT BUSINESS OPERATIONS
 
We are engaged in the evaluation, acquisition, exploration and advancement of mining projects.  Although we were considered to have exited the pre-exploration stage with the Muluncay acquisition, the disposal of Muluncay necessitates that we re-enter the pre-exploration stage effective December 31, 2009.  As of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations. Through fiscal 2009, funding to acquire and explore gold properties and for operational purposes was acquired through private financings.

Fairfield Gold S.A. de C.V. Letter of Intent

Effective September 3, 2010, our Board of Directors authorized the execution of a letter of intent (the “Letter of Intent”) with Fairfield Gold S.A. de C.V. (“Fairfield Gold”), regarding the acquisition of the assets of Fairfield Gold for payment of consideration in the amount of $160,000. The Letter of Intent provides that execution of a definitive agreement is subject to completion of satisfactory due diligence by both parties. As of August 3, 2010, we have received an audit report from Baker Tilly Mexico, S.C., regarding Fairfield, including balance sheets as of September 30, 2010 and December 31, 2009 and related statements of operations, stockholders’ equity and cash flows for the period from January 1, 201 to September 30, 2010 and for the period from July 9, 2009 (incorporation) to December 31, 2009. As of the date of this Quarterly Report, we remain engaged in due diligence. In the event due diligence is satisfactorily completed by us and Fairfield Gold, we intend to execute a definitive share purchase agreement or other similar documentation pertaining to consummation of the transaction.

Muluncay Project

On October 15, 2008, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Compania Minera Del Pacifico S.A., an Ecuadorian corporation (“Del Pacifico”) for the purchase of the Muluncay Project. Subsequently, on March 30, 2009, we entered into a share transfer agreement (the “Share Transfer Agreement”) with Del Pacifico and its wholly owned subsidiary, Compania Muluncaygold Corp. S.A. (“Muluncay”).  The Share Transfer Agreement superseded in its entirety the terms of the Asset Purchase Agreement.
 
 
 
 

 

In accordance with the terms and provisions of the Share Transfer Agreement, we acquired 100% of the total issued and outstanding shares of common stock of Muluncay and its assets, which includes certain customer receivables, foreign tax credit, equipment, fixtures, improvements, all contracts, operations and mining rights and interests in certain mining properties located in Muluncay, Ecuador (the “Controlling Assets”). The total purchase price for the shares of common stock and Controlling Assets was a $3,600,000 contingent note payable, which was to be paid in installments and in accordance with a promissory note in the principal amount of $3,600,000 between us and Muluncay (the “Muluncay Promissory Note”), which bears interest at 4.5% per annum. Repayment of the Muluncay Promissory Note was to begin only upon Muluncay reaching production of 400 tons per day in their operation using 26 day average in a 30-day calendar month (the “Minimum Operations”). Beginning thirty days from the date of first reaching Minimum Operations, we were to make four quarterly payments to Pacifico of $200,000 each. After making the first four quarterly payments, we were to continue to make quarterly payments in the minimum amount of $300,000 until all principal and interest in fully paid. As additional consideration for the purchase of Muluncay, we released Del Pacifico from a debt due and owing to us in the principal amount of $1,195,000 plus interest.

In further accordance with the terms and provisions of the Share Transfer Agreement, we also agreed to transfer to Muluncay an aggregate of $1,800,000 as follows: (i) an initial payment of $800,000 within ninety day of March 30, 2009; and (ii) the balance of $1,000,000 within 180 days of March 30, 2009.

As of December 11, 2009, we were in default for the purchase of Muluncay. We received a letter on February 11, 2010 in which Del Pacifico informed us of its intent to enforce its rights under the Share Transfer Agreement and terminated all contractual agreements between us and Del Pacifico effective December 31, 2009. In the interest of our shareholders and lacking financial funds to further pursue contractual agreements with Del Pacifico, we acknowledged the letter from Del Pacifico and released all claims on the Controlling Assets and rights under the terms of the Share Purchase Agreement.

Effective December 31, 2009, Del Pacifico terminated the agreement due to our inability to provide the $1,800,000 investment pursuant to the contract terms.  Thus, we determined to discontinue operations through our Muluncay subsidiary. We were released from all obligations and released all claims on the Controlling Assets primarily because we had incurred significant operating losses since acquisition and we could not attract operating capital to meet contractual obligations since the acquisition of Muluncay. On December 31, 2009, we completed the loss recognition for a total loss of $1,964,636.

 
 
 

 
 
RESULTS OF OPERATION
 
STATEMENT OF OPERATIONS
 
Nine Month Periods Ended
September 30, 2010 and
September 30, 2009
   
For the Period from December 29, 2003 (inception) to September 30, 2010
                 
Revenue
    -0-       -0-       -0-  
                     
Operating Expenses
                   
Organizational expenses
    -0-       -0-       1,200  
Professional fees
    135,116       339,394       771,102  
Salaries and wages
    3,000       114,060       173,185  
Advertising and promotion
    12,600       52,225       81,350  
Insurance
    9,833       6,482       21,505  
Other general and administrative expenses
    5,208       42,426       345,395  
Total Operating Expenses
    165,757       554,587       1,393,737  
                     
Net Loss from Operations
    (165,757 )     (554,587 )     (1,393,737 )
                     
Other Income (Expense)
                   
Interest income
    -0-       23,300       37,587  
Currency exchange loss
    -0-       -0-       (9 )
Interest expense
    (312,582 )     (181,743 )     (565,998 )
Miscellaneous other income
    -0-       -0-       50  
Total Other Income (Expense)
    (312,582 )     (158,443 )     (528,370 )
                     
Loss from Continuing Operations
    (478,339 )     (713,030 )     (1,922,107 )
                     
Net Loss From Discontinued Operations
    -0-       (376,013 )     (1,964,686 )
                     
Net Loss Applicable to Common Shares
    (478,339 )     (1,089,043 )     (3,886,793 )
                     
BALANCE SHEET DATA
                   
Total Assets
    70,198              
Total Liabilities
    3,347,138                  
Total Stockholders’ Equity (Deficit)
    (3,276,940 )            

 
 
 

 
 
RESULTS OF OPERATION
 

Nine Month Period Ended September 30, 2010 Compared to Nine Month Period Ended September 30, 2009.

Our net loss for the nine month period ended September 30, 2010 was ($478,339) compared to a net loss of ($1,089,043) during the nine month period ended September 30, 2009, a decrease of $610,704. During the nine month periods ended September 30, 2010 and 2009, we did not generate any revenue from continuing operations.

During the nine month period ended September 30, 2010, we incurred operating expenses of $165,757 compared to $554,587 incurred during the nine month period ended September 30, 2009, a decrease of $388,830. These expenses incurred during the nine month period ended September 30, 2010 consisted of: (i) professional fees of $135,116 (2009: $339,394); (ii) salaries and wages of $3,000 (2009: $114.060); (iii) advertising and promotion of $12,600 (2009: $52,225); (iv) insurance of $9,833 (2009: $6,482); and (v) other general and administrative expenses of $5,208 (2009: $42,426). The decrease in operating expenses incurred during the nine month period ended September 30, 2010 from the nine month period ended September 30, 2009 was primarily attributable to the following items: (i) a decrease in professional fees of $204,278; (ii) a decrease in professional fees of $111,060; (iii) a decrease in salaries and wages of $39,625; and (iv) a decrease in other general and administrative expenses of $37,218. Operating expenses decreased due to the decreased scope and scale of our business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Other income (expense) was incurred during the nine month period ended September 30, 2010 of ($312,582) (2009: ($158,443)). Other income (expense) during the nine month period ended September 30, 2010 consisted of: (i) interest expense of ($312,582) compared to ($181,743) during the nine month period ended September 30, 2009; and (ii) interest income of $-0- compared to $23,300 during the nine month period ended September 30, 2009. A loss from continuing operations of ($478,339) was incurred during the nine month period ended September 30, 2010 compared to a loss from continuing operations of ($713,030) incurred during the nine month period ended September 30, 2009. We previously recorded a loss from continuing operations of ($1,484,838) for the three month period ended March 31, 2010 relating primarily to a loss on investment of $1,242,600. The loss on investment was removed from the statement of cash flows based upon the determination by our management that the transaction dated July 1, 2009 with our subsidiary, Trilliant Diamonds Limited, a private limited England and Wales company, is deemed null and void. A loss from discontinued operations of ($376,013) was incurred during the nine month period ended September 30, 2009. We determined to discontinue operations with our Muluncay subsidiary, a mining operation in Ecuador effective December 31, 2009.

Therefore, this resulted in a net loss applicable to common shares during the nine month period ended September 30, 2010 of ($478,339) compared to a net loss applicable to common shares during the nine month period ended September 30, 2009 of ($1,089,043). The basic weighted average number of shares outstanding was 93,001,500 for the nine month period ended September 30, 2010 compared to 91,979,000 for the nine month period ended September 30, 2009

 
 
 

 
 
Three Month Period Ended September 30, 2010 Compared to Three Month Period Ended September 30, 2009.

Our net loss for the three month period ended September 30, 2010 was ($155,112) compared to a net loss of ($398,376) during the three month period ended September 30, 2009, a decrease of $243,264. During the three month periods ended September 30, 2010 and 2009, we did not generate any revenue from continuing operations.

During the three month period ended September 30, 2010, we incurred operating expenses of $45,991 compared to $208,424 incurred during the three month period ended September 30, 2009, a decrease of $162,433. These expenses incurred during the three month period ended September 30, 2010 consisted of: (i) professional fees of $45,800 (2009: $94,501); (ii) salaries and wages of $-0- (2009: $38,060); (iii) advertising and promotion of $-0- (2009: $52,225); (iv) insurance $-0-(2009: $6,482); and (iii) other general and administrative expenses of $191 (2009: $17,156). The decrease in operating expenses incurred during the three month period ended September 30, 2010 from the three month period ended September 30, 2009 was primarily attributable to the following items: (i) a decrease in professional fees of $48,701; (ii) a decrease in salaries and wages of $38,060; (iii) a decrease in advertising and promotion of $52,225; and (ii) a decrease in other general and administrative expenses of $16,965. Operating expenses decreased due to the decreased scope and scale of our business operations.

Other income (expense) was incurred during the three month period ended September 30, 2010 of ($109,131) (2009: ($49,113)). Other income (expense) during the three month period ended September 30, 2010 consisted of interest expense of ($109,131) compared to ($49,113) during the three month period ended September 30, 2009. A loss from continuing operations of ($155,122) was incurred during the three month period ended September 30, 2010 compared to a loss from continuing operations of ($257,537) incurred during the three month period ended September 30, 2009. We previously recorded a loss from continuing operations of ($1,484,838) for the three month period ended March 31, 2010 relating primarily to a loss on investment of $1,242,600. The loss on investment was removed from the statement of cash flows based upon the determination by our management that the transaction dated July 1, 2009 with our subsidiary, Trilliant Diamonds Limited, a private limited England and Wales company, is deemed null and void. A loss from discontinued operations of ($140,839) was incurred during the three month period ended September 30, 2009. We determined to discontinue operations with our Muluncay subsidiary, a mining operation in Ecuador effective December 31, 2009.

Therefore, this resulted in a net loss applicable to common shares during the three month period ended September 30, 2010 of ($155,122) compared to a net loss applicable to common shares during the three month period ended September 30, 2009 of ($398,376). The basic weighted average number of shares outstanding was 93,001,500 for the three month period ended September 30, 2010 compared to 92,008,798 for the three month period ended September 30, 2009.
 
 
 
 

 

LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended September 30, 2010

As at September 30, 2010, our current assets were $11,606 and our current liabilities were $3,347,138, which resulted in a working capital deficit of ($3,335,532). As of September 30, 2010, current assets were comprised of $11,606 in cash. As of September 30, 2010, current liabilities were comprised of: (i) $112,835 in accounts payable; (ii) $117,307 in accounts payable – related party; (iii) $665,000 in convertible notes payable, current; (iv) $2,062,000 in bonds payable, convertible and secured – related party; (v) $282,250 in accrued interest, convertible bonds payable – related party; (vi) $75,251 in accrued interest, convertible notes payable – related party; and (vii) $32,495 in short term notes payable. See “ – Material Commitments.”

As of September 30, 2010, our total assets were $70,198 comprised of $11,606 in current assets and $58,592 in other assets – bond issue costs, net – related party. The decrease in total assets during the nine month period ended September 30, 2010 from fiscal year ended December 31, 2009 was primarily due to the decrease in prepaid expenses of $22,433 and deposits of $5,646.

As at September 30, 2010, our total liabilities were $3,347,138 comprised entirely of current liabilities, compared to $2,919,265 at December 31, 2009. The increase in liabilities during the nine month period ended September 30, 2010 from fiscal year ended December 31, 2009 was primarily due to the increase in accrued interest, convertible bonds payable – related party of $234,267, accounts payable – related party of $92,718 and accounts payable of $56,566.

Stockholders’ deficit increased from ($2,798,601) for fiscal year ended December 31, 2009 to ($3,276,940) for the nine month period ended September 30, 2010.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine month period ended September 30, 2010, net cash flows used in operating activities was $11,606 consisting primarily of a net loss of ($478,339) as adjusted by $38,961 in amortization of bond issue costs – related party. Net cash flows used in operating activities was further affected by changes of decreases of $22,433 in prepaid expenses, $5,646 in deposits, and increases of $31,977 in accounts payable, $117,307 in accounts payable – related parties, $234,267 in accrued interest, convertible bonds payable – related party, and $39,354 in accrued interest convertible notes payable – related party.

Cash Flows from Investing Activities

We did not engage in any investing activities during the nine month period ended September 30, 2010.

 
 
 

 
 
Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the nine month period ended September 30, 2010, net cash flows provided from financing activities was $-0- compared to $534,512 for the nine month period ended September 30, 2009.

PLAN OF OPERATION AND FUNDING
 
A substantial portion of fiscal year ended December 31, 2009 was dedicated to the Muluncay mining project and financing. As at September 30, 2010, our cash and cash equivalents were $11,606. For the nine month period ended September 30, 2010, we incurred a net loss of $478,339. Net cash provided by financing activities for the nine month period ended September 30, 2010 was $-0-. The accumulated deficit increased to $3,886,793 at September 30, 2010 due to losses incurred on the disposal of Muluncay and increases in general & administrative costs, salaries and wages, note and bond interest, and professional fees.   The orchestration and execution of our business acquisitions resulted in increased professional fees and the need for funding.  As such, during fiscal year ended December 31, 2009, we entered into various note and bond payable agreements to finance our acquisitions and Muluncay operations, which increased our interest expense.  In addition, we entered into management and consulting agreements with our officers and directors, which contributed to the increased salaries and wages.  
 
We will need additional further advances and issuance of debt instruments to fund our operations over the next nine months. In connection with our future business plan, management anticipates additional increases in operating expenses and capital expenditures relating to acquisition of further interests in gold mining concessions. We would finance these expenses with further issuances of securities and debt issuances. We expect we would need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities would result in dilution to our current shareholders. Further, such securities may have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we have the following material commitments as described below.

Contractual Obligations
 
Total
   
Less than one year
   
1 – 3 Years
   
3 – 5 Years
   
More than 5 Years
 
Convertible Bonds (1A-D)
 
$
2,062,000
   
$
2,062,000
   
$
-
   
$
-
   
$
-
 
Convertible Notes Payable (2A-D)
   
665,000
     
665,000
                         
Total
 
$
2,727,000
   
$
2,727,000
   
$
-
   
$
-
   
$
-
 
                                         

(1A). On October 15, 2009, we entered into a convertible secured bond debenture in the principal amount of $1,300,000.  Interest accrues monthly at the rate of 9% APR and is payable monthly. Unless converted, principal is payable in full on October 15, 2010. Upon default, the interest rate is increased to 18%. Bond interest expense was $106,101 for the nine month period ended September 30, 2010. The bond has an optional conversion feature whereby the bond holder is entitled to convert the bond and accrued interest at any time based on the lesser of the stock price on the bonds’ inception (the “Fixed Price”), which was determined to be $0.61 per share) or the lowest daily closing volume weighted average price during the five days preceding conversion. If the common stock price drops below the Fixed Price, we have the option to redeem the bond provided we pay a 16% redemption premium on the amount redeemed. If the bond is not converted, we are required to make interest only payments for a period of one year following the bonds’ inception. Thereafter, we shall continue making month interest payments, in addition to quarterly principal payments of $325,000 and quarterly 16% redemption premium payments that amount to $52,000 per quarter ($208,000 total).

 
 
 

 
 
(1B). On April 30, 2009, we entered into a convertible secured bond debenture in the principal amount of $300,000. Interest accrues monthly at the rate of 9% APR and is payable monthly.  Unless converted, principal is payable in full on October 31, 2010. Bond interest expense was $24,485 for the nine month period ended September 30, 2010. The bond has an optional conversion feature whereby the bond holder is entitled to convert the bond and accrued interest at any time based on the lesser of the stock price on the bonds’ inception (the “Fixed Price”), which was determined to be $0.61 per share) or the lowest daily closing volume weighted average price during the five days preceding conversion. If the common stock price drops below the Fixed Price, we have the option to redeem the bond provided we pay a 16% redemption premium on the amount redeemed. If the bond is not converted, we are required to make interest only payments for a period of one year following the bonds’ inception. Thereafter, we shall continue making month interest payments, in addition to quarterly principal payments of $75,000 and quarterly 16% redemption premium payments that amount to $12,000 per quarter ($48,000 total).

(1C). On October 12, 2009, we entered into a convertible secured bond debenture in the principal amount of $210,000. Interest accrues monthly at the rate of 9% APR and is payable monthly.  Unless converted, principal is payable in full on January 12, 2010 or upon completion of any new investments in us exceeding $1,500,000. Upon default, the interest rate is increased to 18% and we may convert all bonds held by the bond holder without restriction. We incurred bond issuance costs of $42,000, which are being accrued to bonds payable on a straight-line basis over the term of the bond. Bond interest expense was $11,283 for the nine month period ended September 30, 2010. The bond has an optional conversion feature whereby the bond holder is entitled to convert the bond and accrued interest at any time based on the lesser of the stock price on the bonds’ inception (the “Fixed Price”), which was determined to be $0.07 per share) or the lowest daily closing volume weighted average price during the five days preceding conversion. If the common stock price drops below the Fixed Price, we have the option to redeem the bond provided we pay a 16% redemption premium on the amount redeemed. Limitations on conversion prevent the number of shares issued from exceeding 9.99%. The bonds carry a currency rate conversion clause wherein if the Euro to US dollar exchange rate is lower than the rate of October 12, 2009, then the number of shares to be issued shall be increased by an equal percentage of the decline in the exchange rate.

(1D). On November 3, 2009, we entered into a convertible secured bond debenture in the principal amount of $210,000. Interest accrues monthly at the rate of 9% APR and is payable monthly.  Unless converted, principal is payable in full on January 12, 2010 or upon completion of any new investments in us exceeding $1,500,000. Upon default, the interest rate is increased to 18% and we may convert all bonds held by the bond holder without restriction. Bond interest expense was $9,372 for the nine month period ended September 30, 2010. The bond has an optional conversion feature whereby the bond holder is entitled to convert the bond and accrued interest at any time based on the lesser of the stock price on the bonds’ inception (the “Fixed Price”), which was determined to be $0.07 per share) or the lowest daily closing volume weighted average price during the five days preceding conversion. If the common stock price drops below the Fixed Price, we have the option to redeem the bond provided we pay a 16% redemption premium on the amount redeemed. Limitations on conversion prevent the number of shares issued from exceeding 9.99%. The bonds carry a currency rate conversion clause wherein if the Euro to US dollar exchange rate is lower than the rate of October 12, 2009, then the number of shares to be issued shall be increased by an equal percentage of the decline in the exchange rate.

 
 
 

 
 
2(A) We entered into an arrangement with Charms Investments to obtain $275,000 of financing payable on or before January 5, 2010.  The note accrues interest at the rate of 8%.  On April 29, 2009 the agreement was amended to increase amounts loaned to $350,000.  All amounts are payable on or before September 23, 2010.

2(B) On July 1, 2009, we entered into an arrangement with Charms investments to obtain $100,000 of financing payable on or before July 1, 2010.  The note accrues interest at the rate of 8%. Subsequent to July 1, 2010, we were unable to meet the payment deadline and thus have defaulted on the convertible note payable.

2(C) On July 6, 2009, we entered into an arrangement with Charms Investments to obtain $20,000 of financing payable on or before July 6, 2010.  The note accrues interest at the rate of 8%. Subsequent to July 6, 2010, we were unable to meet the payment deadline and thus have defaulted on the convertible note payable.

2(D) We entered into an arrangement with Charms Investments to obtain $500,000 of financing payable on or before August 30, 2010.  The loan is issued in installments with $195,000 issued as of September 30, 2009.  The note accrues interest at the rate of 8%.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2009 and December 31, 2008 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
 
 
 
 

 
 
 
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 
 
Exchange Rate
 
Our reporting currency is United States Dollars (“USD”).  In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, since all of our properties are currently located within the United States, any potential revenue and expenses will be denominated in U.S. Dollars, and the net income effect of appreciation and devaluation of the currency against the U.S. Dollar would be limited to our costs of acquisition of property.
 
Interest Rate
 
Interest rates in the United States are generally controlled. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.
 
ITEM IV.  CONTROLS AND PROCEDURES
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act.  Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
 
Changes in Internal Controls

We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
 
 
 
 

 
 
Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.
 
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

AUDIT COMMITTEE REPORT

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. Our director is not deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. .

AUDIT COMMITTEE FINANCIAL EXPERT

None of our directors or officers has the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

 
 
 

 

 


No report required.


No report required.


On August 20, 2010 in accordance with an unanimous written consent of our Board of Directors, we issued 10,200,000 shares of preferred stock to DZ PrivatBank S.A. FBO Trafalgar Capital Specialized Investment Fun in exchange for the return of 6,900,000 shares of common stock. We further issued 2,363,500 shares of preferred stock to DZ PrivatBank S.A. FBO Trafalgar Capital Specialized Investment Fund in exchange for the TOMCO loan note. The shares have a stated value of $1.00 per share.

The shares of preferred stock were issued to a non-United States resident in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of preferred stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.


No report required.



DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
 
Effective on August 11, 2010, our Board of Directors accepted the resignation of Jeffrey Sternberg as our President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors. Effective on August 12, 2010, our Board of Directors accepted the consent of William Lieberman to act as our President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer and a member of the Board of Directors. Therefore, as of the date of this Quarterly Report, our Board of Directors is comprised of William Lieberman.
 
 
 
 

 
 
Biography
 
William Lieberman.  Mr. Lieberman is a Chartered Financial Analyst Candidate, Level one at the CFA Institute in New York, and earned a Masters in Business Administration from Hult International Business School in Boston, MA, in 2007.  He has an extensive track record in international mining, metal, plastic and advertising sales. Mr. Lieberman was vice president of sales and development for Zapoint, Inc. in Boston Massachusetts, where he was highly involved in all stages of financing and development for the solicitation and close of $1,250,000 of venture capital and angel investment. From 2005 through 2006, Mr. Lieberman was vice president of sales and development for Resource Polymers, Inc. in Toronto, Canada. During his tenure at Resource Polymers, Mr. Lieberman networked throughout Canada and internationally in global scrap markets, and provided arbitrage services to secondary metal and plastics markets. Mr. Lieberman is also the president/chief executive officer and treasurer/chief financial officer and a member of the board of directors of Fox Petroleum Inc., a publicly traded company on the Bulletin Board.
 
 
 
The following exhibits are filed as part of this Annual Report.
 
     
Incorporated by reference
                     
Filed
Exhibit
Document Description
 
Form
   
Date
   
Number
 
herewith
                       
3.1
Articles of Incorporation of Registrant
 
SB-2
      10-31-06       3.1    
 3.1.1
 Certificate of Incorporation of Trilliant Diamonds Limited
    8-K       07-09-09       3.1.1    
3.1.2
Memorandum and Articles of Association for Trilliant Diamonds
    8-K       07-09-09       3.1.2    
3.1.3
Certificate of Designation of Series I Preferred Stock
    8-K       07-09-09       3.1.3    
3.1.4
Amendment to Designation of Series I Preferred Stock
    8-K       07-09-09       3.1.4    
3.2
Bylaws
 
SB-2
      10-31-06       3.2    
10.1
Share Transfer Agreement Registrant, Pacifico and Muluncygold
    10-K       04-15-09       10.1    
  10.2
Muluncay Project Report Prepared by Exploration Alliance Ltd.
    10-K       04-15-09       10.2    
10.3
Geological Report of the Mulcaney Deposit
    10-K       04-15-09       10.3    
10.4
Report on Exploration Potential – Muluncay Project
    10-K       04-15-09       10.4    
10.5
Ecuador Mining Law
    10-k       04-15-09       10.5    
10.6
Diagram of Current 40 Ton Plant
    10-K       04-15-09       10.6    
10.7
Loan Agreement and Note between Registrant and Charms Investments Ltd.
    10-K       04-15-09       10.7    
10.8
Stock Purchase Agreement between Registrant and Trafalgar Capital Specialized Investment Fund
    8-K       04-20-09       10.8    
10.9
Redeemable Debenture issued to Trafalgar Capital Specialized Investment Fund
    8-K       04-20-09       10.9    
10.10
Global Diamond Subscription Agreement
    8-K       07-09-09       10.10    
10.11
Trilliant Diamonds Charge of Shares
    8-K       07-09-09       10.11    
10.12
Loan Note Instrument/Convertible Debenture
    8-K       07-09-09       10.12    
10.13
Registrant Loan Note Certificate
    8-K       07-09-09       10.13    
10.14
Stock Purchase Agreement between Registrant and Samazo Limited
    8-K       07-23-09       10.14    
10.15
Order of the Eastern Caribbean Supreme Court
    8-K       09-25-09       10.15    
10.16
Sale and Purchase Agreement
    8-K       09-30-09       10.16    
10.17
Extrajudicial Complaint
    8-K       10-08-09       10.17    
10.18
Securities Purchase Agreement between Registrant and Trafalgar Capital Specialized Investment Fund
    8-K       10-13-09       10.18    
10.19
Redeemable Debenture
    8-K       10-13-09       10.19    
10.20
Securities Purchase Agreement between Registrant and Trafalgar Capital Specialized Investment Fund
    8-K       11-12-09       10.20    
10.21
Redeemable Debenture
    8-K       11-12-09       10.21    
               
14.1
Code of Ethics
    10-K       04-15-09       14.1    
99.1
Audit Committee Charter
    10-K       04-15-09       99.1    
99.2
Disclosure Committee Charter
    10-K       04-15-09       99.2    
               
31.1
         
X
               
31.2
         
X
                             
32.1
         
X
               
32.2
         
X

 
 
 

 

 
TRILLIANT EXPLORATION CORPORATION
 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
TRILLIANT EXPLORATION CORPORATION
 
       
Dated: November 22, 2010   
By:
/s/ WILLIAM LIEBERMAN
 
   
William Lieberman, President/Chief
 
   
Executive Officer
 
       
Dated: November 22, 2010
By:
/s/ WILLIAM LIEBERMAN
 
   
William Lieberman, Chief Financial Officer