U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xS ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ~~ACT OF 1934: FOR THE FISCAL YEAR ENDED MAY 31, 2012~~

oACT ~~TRANSITION~~OF ~~REPORT~~1934: ~~UNDER~~FOR THE ~~SECTION~~FISCAL 13YEAR ORENDED 15MAY ~~(d)~~31, ~~OF THE EXCHANGE ACT OF 1934~~2013

~~For~~ZINCO ~~the~~DO ~~transition~~BRASIL, ~~period from _______________ through _______________~~INC.

~~TURKPOWER~~(formerly ~~CORPORATION~~TurkPower Corporation)

(~~Name~~Exact name of ~~small~~registrant ~~business~~as inspecified in its charter)

Delaware		26-2524571
(State or other jurisdiction of incorporation)		(IRS employer ID Number)

100 Park Avenue Suite 1600

New York, New York 10017

(212) 984-0628

(Address and Telephone Number including area code

of registrant’s principal executive offices):

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o ¨No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o ¨No x

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 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 o ¨ No ~~x (Not~~ ~~required by smaller reporting companies)~~x

Indicate by check mark if ~~there is no~~ disclosure of delinquent filers inpursuant ~~response~~ to Item 405 of Regulation S-BK is(§ ~~not~~229.405 ~~contained~~of in this ~~form,~~chapter) ~~and~~is nonot contained ~~disclosure~~herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company ~~filer~~. See ~~definition~~the definitions of “~~accelerated~~large accelerated filer,” ~~and~~ “~~large~~ accelerated filer” inand ~~Rule~~“smaller ~~12b-2~~reporting ofcompany” ~~the~~in ~~Exchange Act (Check one):~~Rule

~~Large Accelerated Filer o Accelerated Filer o Non~~12b-~~Accelerated~~2 ~~Filer~~of othe ~~Smaller~~Exchange ~~Reporting Company x~~Act:

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o ¨ No x

~~State~~The ~~issuer’s~~aggregate ~~revenues~~market ~~for~~value ~~its~~of the voting stock held on November 30, 2012 by non-affiliates of the registrant was $29,504,074 based on the closing price of $1.49 per share as reported on the OTC Bulletin Board on November 30, 2012 the last business day of the registrant's most recently ~~recent~~completed fiscal ~~year.~~second $0quarter (calculated by excluding all shares held by executive officers, directors and holders known to the registrant of five percent or more of the voting power of the registrant's common stock, without conceding that such persons are "affiliates" of the registrant for purposes of the federal securities laws).00

As of September 1713, ~~2012~~2013, ~~the~~there ~~aggregate~~were ~~market value of the~~ 23,563,850 shares of common stock ~~held~~of bythe ~~non-affiliates~~registrant ~~was~~issued $and ~~9,191,385~~outstanding.

As of September 17, 2012, there were 246,002,365 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		~~Page~~	Page
PART I
Item 1.	~~Description of Business~~	1Description of Business	1
Item 1A.	~~Risk Factors~~	2Risk Factors	2
Item 2.	~~Properties~~	6Properties	7
Item 3.	~~Legal Proceedings~~	6Legal Proceedings	7
Item 4.	~~Mine Safety Disclosures~~	6Mine Safety Disclosures	7
PART II
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	6Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	~~Selected Financial Data~~	8Selected Financial Data	12
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~	8Management’s Discussion and Analysis of Financial Condition and Results of Operation	12
Item 7A.	~~Quantitative and Qualitative Disclosures About Market Risk~~	11Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	~~Financial Statements and Supplementary Data~~	11Financial Statements and Supplementary Data	16
Item 9.	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	12Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A(T).	~~Controls and Procedures~~	12Controls and Procedures	16
Item9B.	~~Other Information~~	13Other Information	17
PART III
Item 10.	~~Directors, Executive Officers, Promoters and Corporate Governance~~	13Directors, Executive Officers, Promoters and Corporate Governance	17
Item 11.	~~Executive Compensation~~	15Executive Compensation	20
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	17Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	19Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	~~Principal Accountant Fees and Services~~	19Principal Accountant Fees and Services	24
PART IV
Item 15.	~~Exhibits, Financial Statement Schedules~~	19Exhibits, Financial Statement Schedules	24
Signatures		20	26
Certifications

Table of Contents

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Special Cautionary Notice Regarding Forward-Looking Statements

This Report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Plan of Operation,” may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of ~~TurkPower~~Zinco ~~Corporation~~Do Brasil, Inc. (the “Company” or “~~TurkPower~~Zinco”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

Overview

References in this Report to "~~TurkPower~~Zinco," "we," "our," "us,” "Registrant,” and the "Company" refer to ~~TurkPower~~Zinco ~~Corporation~~Do Brasil, Inc.

Organizational History

Zinco Do Brasil, Inc. (formerly TurkPower Corporation) was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the purpose of forming a vehicle to pursue a business combination. On May 11, 2010, an amendment was filed with the Secretary of State of Delaware to change the name of the Company to TurkPower Corporation. On September 28, 2012, an amendment was filed with and approved by the Secretary of State of Delaware to (i) change the name of the Company to Zinco do Brasil, Inc., (ii) effect a reverse split on a 1:15 basis and (iii) increase the number of the Company’s authorized shares of capital stock from 310,000,000 shares to 810,000,000 of which 800,000,000 shares are common stock with a par value $0.0001 per share and 10,000,000 shares are preferred stock with a par value $0.0001 per share. The amended Articles of Incorporation were approved by the State of Delaware effective September 28, 2012.

Business of the Company

On ~~December~~August 2014, ~~2011~~2012, the Company entered into ana Binding Agreement ~~and~~(the ~~Plan~~“Agreement”) ofwith ~~Share~~Ouro ~~Exchange~~do ~~with~~Brasil ~~BEST,~~Holdings ~~LLC~~Ltd. (“~~BEST~~OBH”) and IMS Engenharia Mineral Ltda. (“IMS”) for the ~~equity~~proposed ~~holders~~acquisition of ~~BEST~~99.9% to(the ~~acquire~~“Transaction”) ~~all~~ of the ~~capitalization~~capital stock of Zinco ~~BEST~~do inBrasil Mineracao Ltda., a ~~subsidiary~~company to be formed ~~for~~under ~~such~~the ~~purpose,~~laws inof ~~exchange~~Brazil ~~for~~(“ZBM”), anwhich ~~aggregate~~will ofbe ~~(i)~~owned ~~120,000,000~~by ~~newly~~OBH and ~~issued~~IMS. ~~shares~~Pursuant ofto the ~~Company’s~~Agreement, ~~common~~the ~~stock,~~Company ~~par~~will ~~value~~acquire $099.~~0001~~9% ~~per~~of ~~share (~~the ~~“Common~~total ~~Stock”),~~capitalization of ZBM in exchange for (iii) 17,~~000~~166,667 newly issued shares of athe ~~newly-created~~Company’s ~~Series~~restricted Acommon ~~Convertible Preferred Stock~~stock, par value $0.~~0001~~001 per share ~~which~~(the ~~are convertible into and vote 260,000,000 shares of~~ “Common Stock”), to OBH (the “~~Series~~OBH AShares”) and (~~iii~~ii) 1,075,000 shares of a newly -created Series BC ~~Perpetual, Convertible~~ Preferred Stock, par value $0.0001 per share ~~which are Convertible into and vote as 100~~,~~000,000~~ ~~shares~~to ofIMS ~~Common~~(the ~~Stock,~~“IMS ~~have~~Shares”). aAt ~~liquidation~~the ~~preference~~closing of ~~$25,000 per share (~~the ~~"Series~~Transaction ~~B")~~ (~~collectively,~~ the “~~Exchange Shares~~Closing”). Inall ~~connection with the planned acquisition~~officers, ~~the~~directors and ~~Company~~shareholders ~~issued~~holding on10% ~~March~~or ~~13,~~more ~~2012,~~of ~~2,500,000~~the ~~shares~~Company’s of Common Stock ~~and~~shall ~~425~~enter ~~Series~~into Alock-up ~~shares~~agreements.

The ~~Exchange~~Company ~~Shares~~issued ~~were held in escrow pending satisfactory~~3, ~~documentary proof of (a) transfer of a minimum forecasted extractable quantity of coal of 100~~466,~~000,000~~667 ~~metric tons~~ of ~~coal and~~ the ~~owner~~OBH Shares ~~of saleable coking coal stock of not less than $20,000,000 (the “Inventory”)~~ to ~~the~~OBH ~~Company~~ and the ~~Inventory’s~~IMS ~~value~~Shares ~~from~~to aIMS. ~~independent~~The ~~third~~balance ~~party or through sale~~ of the ~~Inventory;~~respective ~~(b)~~shares ~~transfer~~will ofbe ~~title~~issued ~~and mining rights of a forty-nine (49) year lease~~ to ~~develop~~OBH ~~operate and mine Zavyalov Square, Part 1~~ at the ~~Toguchina~~Closing ~~Coal~~pursuant ~~Field, located in Novosibirsk, Russia (the “Toguchina Operations”)~~ to ~~the Company; (c) that there is~~ a ~~forecasted~~Final ~~extractable~~Transaction ~~quantity~~Agreement ~~of coal equal to a minimum of 100,000,000 metric tons at the Toguchina Operations~~ (“~~Extractable~~Transaction ~~Coal~~Agreement”); ~~(d)~~to ~~that~~be ~~Seacrest~~executed ~~has~~by ~~delivered audited financial statements prepared in US GAAP format within sixty (60) days of~~ the ~~date~~parties ~~hereof~~upon (the ~~“Seacrest~~formation ~~Financial Statement”); and (e) that the Seacrest Financial Statements report no outstanding material liabilities that would have a material adverse effect on the operations~~ of ~~Seacrest and/or the Toguchina Operations or ownership of any other assets other than the Toguchina Operations (collectively, the “Release Conditions”)~~ZBM. The Transaction ~~foregoing~~Agreement iswill ~~only~~contain acustomary ~~summary of the material~~ terms ~~of the Supplement. Pursuant to the Supplement~~, ~~the Company has the right to terminate if the Release Conditions have not been satisfied within sixty days from the closing of the transaction. Accordingly~~conditions, ~~the Company exercised its right to terminate the Supplement, cancelled~~ and ~~retired~~covenants ~~the~~for ~~Exchange Shares and has taken steps to retain and perfect title to the Toguchina Operations. The Company is not expected to incur any early termination penalties as~~ a ~~result~~transaction of ~~the~~this ~~termination of the Supplement~~nature.

~~Table~~In connection with the Transaction, the Company will convert an aggregate of ~~Contents~~approximately $5,000,000 of outstanding debt into approximately 3,333,333 shares of the Company’s Common Stock. In addition, following the closing of the proposed transaction, the Company shall consummate a private placement offering of $300,000 secured convertible notes and, within six months of closing the proposed transaction, the Company must: (i) raise up to $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine; and (ii) raise $17,000,000 on or before the anniversary of the closing for working capital and general corporate purposes (collectively, the “Financing Conditions”). If the Financing Conditions are not met, IMS shall have the right of rescission provided that IMS has not converted any of its IMS Shares into Common Stock.

AsUpon execution of ~~July~~the 24Agreement, ~~2012~~Ahmet Calik, ~~the~~Juvenil ~~Company~~Felix, ~~has~~Ed ~~not~~Dowling ~~received~~and ~~documentary~~Jose ~~proof~~Mendo ofde ~~any~~Souza were appointed to the Company’s Board of Directors on or before the ~~Release~~Closing; ~~Conditions~~James Davidson was appointed Chairman and ~~accordingly~~Chief Executive Officer; Ryan Hart, the Company’s ~~exercised~~former ~~its~~Chairman and ~~right~~Chief toExecutive ~~terminate~~Officer, ~~the~~was ~~share~~appointed ~~exchange~~as ~~agreement~~President; and ~~has~~Adriano ~~advised~~Espeschit ~~Seacrest~~was ofappointed ~~the~~a ~~related~~Director ~~termination~~and Chief Operations Officer. As On aSeptember ~~result~~26, of2012, the ~~termination,~~Registrant accepted the 2resignation of Kaveh Meghdadpour as member of the Board of Directors. On December 17,~~500~~ 2012,~~000~~ ~~common~~the ~~shares~~Board resolved to remove James Davidson as Chairman and ~~425~~Chief ~~Series~~Executive AOfficer ~~Preferred~~and ~~shares~~appointed ~~are~~Ryan ~~not~~Hart ~~shown~~as interim Chairman and Chief Executive Officer. On June 17, 2013, the Registrant appointed Daniel J. Kunz as ~~issued~~its Executive Chairman of the Board of Directors and, ~~outstanding~~effective inSeptember 1, 2013, its Chief Executive Officer. Also on June 17, 2013, Ryan E. Hart was appointed to serve as Vice Chairman of the ~~consolidated~~Board ~~financial~~of ~~statements~~Directors.

OnZBM ~~August~~will 17become a wholly-owned subsidiary of the Company, ~~2012~~and the Company amended its ~~Certificate~~Articles of Incorporation to change ~~the~~its name ~~of the Company~~ to “Zinco do Brasil, Inc.” This Onchange ~~August~~was ~~14,~~approved ~~2012,~~by the ~~Company~~State ~~entered into a Binding Agreement to acquire ninety-nine percent (99%)~~ of ~~the~~Delaware ~~outstanding~~effective ~~capital~~September ~~stock of Zinco do Brasil Minera cao Ltda.~~28, ~~a company to be form under the laws of Brazil (“ZBM”) with mining interests located in Brazil~~2012. ~~The Company intends to explore and develop ZBM’s mining and mineral rights.~~

~~Employees~~Further, on or before the second anniversary of the closing, the Company shall divest itself of all current assets and operations in Turkey (the “Turkish Operations”) in exchange of the assumption of any liabilities associated with the Turkish Operations.

~~TurkPower~~As of the date of this filing, ZBM has not 6been ~~full-time~~formed ~~employees~~and the transaction has not been completed. The fair value of OBH shares and IMS shares of $200,600 has been recorded as a deposit on the acquisition.

~~ITEM~~On 1AFebruary -13, ~~RISK~~2013, ~~FACTORS~~Zinco, OBH and IMS entered into a modification of the Agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine until June 14, 2013.

~~Risks~~On ~~Related~~June 14, 2013, the Registrant, OBH and IMS entered into a modification of the Binding Agreement dated August 14, 2012, as amended on February 13, 2013, to ~~Our~~extend ~~Business~~the date by which the Registrant is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine, until September 14, 2013.

IFThe WEextension DOwas ~~NOT~~granted, ~~OBTAIN~~in ~~ADDITIONAL~~part, ~~FINANCING~~as a result of the substantial, ~~OUR~~partial ~~BUSINESS~~performance ~~WILL~~made ~~FAIL~~by the Registrant in its efforts to complete the acquisition, including the delivery of 5,921,620 shares of common stock and 1,074,999 shares of Series C Preferred Stock, as well as the conversion of an aggregate of $4,286,832.05 of liabilities into shares of common stock at $1.50 per share. The Registrant continues to devote all its efforts and operations toward the preparation of engaging in mining operations upon consummation of the transaction. The Registrant owns a minority interest in the Kuluncak mine, an iron ore mine in Turkey formerly owned by Exxaro and is currently in the process of evaluating its options and defining its strategy regarding its asset in Turkey.

We need to obtain additional financing in order to complete our business plan. We are not currently generating operating cash flows. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.Employees

~~FLUCTUATIONS~~Zinco INhas ~~OUR~~6 ~~OPERATING~~full-time ~~RESULTS AND ANNOUNCEMENTS AND DEVELOPMENTS CONCERNING OUR BUSINESS AFFECT OUR STOCK PRICE~~employees.

~~Our~~ITEM ~~quarterly~~1A ~~operating~~- ~~results,~~RISK ~~the~~FACTORS number of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of our common stock to fluctuate substantially.

~~THE~~Risks ~~SUCCESS~~Related OFto ~~OUR~~Our ~~BUSINESSES WILL DEPEND ON OUR ABILITY TO EFFECTIVELY DEVELOP AND IMPLEMENT STRATEGIC BUSINESS INITIATIVES.~~Business

WeIF ~~are~~WE ~~currently~~DO ~~developing~~NOT ~~various~~OBTAIN ~~strategic~~ADDITIONAL business initiatives and we will incur additional expenses and capital expenditures to implement the initiatives. The development and implementation of these initiatives also requires management to divert a portion of its time from day-to-day operations. These expenses and diversions could have a significant impact on our operations and profitabilityFINANCING, OUR ~~particularly~~BUSINESS ifWILL ~~the initiatives included in any new initiative proves to be unsuccessful~~FAIL. Moreover, if we are unable to implement an initiative in a timely manner, or if those initiatives turn out to be ineffective or are executed improperly, our business and operating results would be adversely affected.

IFWe WEneed ~~ARE~~to ~~UNABLE~~obtain TOadditional ~~MAKE~~financing in ~~NECESSARY~~order ~~CAPITAL~~to ~~INVESTMENTS~~complete ORour ~~RESPOND~~business TOplan. ~~PRICING~~We ~~PRESSURES~~are not currently generating operating cash flows. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, ~~OUR~~including ~~BUSINESS~~investor ~~MAY~~acceptance BEof ~~HARMED~~mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

In order to remain competitive, we need to invest in research and development, manufacturing, customer service and support, and marketing. From time to time we also have to adjust the prices of our products to remain competitive. We may not have available sufficient financial or other resources to continue to make investments necessary to maintain our competitive position.2

2FLUCTUATIONS IN OUR OPERATING RESULTS AND ANNOUNCEMENTS AND DEVELOPMENTS CONCERNING OUR BUSINESS AFFECT OUR STOCK PRICE.

~~Table~~Our quarterly operating results, the number of ~~Contents~~stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of our common stock to fluctuate substantially.

~~OUR BUSINESS DEPENDS SUBSTANTIALLY ON~~ THE ~~CONTINUING~~SUCCESS ~~EFFORTS~~ OF OUR ~~EXECUTIVE~~BUSINESSES ~~OFFICERS~~WILL ~~AND~~DEPEND ON OUR ABILITY TO ~~MAINTAIN~~EFFECTIVELY ADEVELOP ~~SKILLED LABOR FORCE,~~ AND ~~OUR~~IMPLEMENT STRATEGIC BUSINESS ~~MAY BE SEVERELY DISRUPTED IF WE LOSE THEIR SERVICES~~INITIATIVES.

~~Our~~We ~~future~~are ~~success~~currently ~~depends~~developing ~~substantially~~various onstrategic business ~~the~~initiatives ~~continued~~and ~~services~~we ofwill ~~our~~incur ~~executive~~additional ~~officers,~~expenses ~~especially~~and ~~Mr.~~capital ~~Ryan~~expenditures ~~Hart,~~to ~~our~~implement ~~Chairman~~the ~~and~~initiatives. ~~Chief~~The ~~Executive~~development and ~~Officer.~~implementation Weof dothese ~~not~~initiatives ~~maintain~~also ~~key~~requires ~~man~~management ~~life~~to ~~insurance~~divert ona ~~any~~portion of ~~our~~its ~~executive~~time ~~officers.~~from Ifday-to-day ~~one~~operations. orThese expenses ~~more~~and ofdiversions ~~our~~could ~~executive~~have ~~officers~~a ~~are~~significant ~~unable~~impact oron ~~unwilling~~our tooperations ~~continue~~and ~~in their present positions~~profitability, weparticularly ~~may~~if ~~not~~the beinitiatives ~~able~~included in toany ~~replace~~new ~~them~~initiative ~~readily,~~proves ifto atbe ~~all~~unsuccessful. ~~Therefore~~Moreover, ~~our~~if ~~business may be severely disrupted, and~~ we ~~may~~are ~~incur~~unable ~~additional expenses~~ to ~~recruit~~implement ~~and~~an ~~retain~~initiative ~~new~~in ~~officers.~~a Intimely ~~addition~~manner, or if those ~~any~~initiatives ofturn ~~our~~out ~~executives~~to ~~joins~~be aineffective ~~competitor~~ or ~~forms~~are aexecuted ~~competing company~~improperly, weour ~~may~~business ~~lose~~and ~~some~~operating ofresults ~~our~~would ~~customers~~be adversely affected.

IF WE ARE UNABLE TO ~~ATTRACT,~~MAKE ~~TRAIN~~NECESSARY ~~AND~~CAPITAL INVESTMENTS ~~RETAIN~~OR ~~TECHNICAL~~RESPOND ~~AND~~TO ~~FINANCIAL~~PRICING ~~PERSONNEL~~PRESSURES, OUR BUSINESS MAY BE ~~MATERIALLY AND ADVERSELY AFFECTED~~HARMED.

~~Our~~In ~~future~~order ~~success depends,~~ to aremain ~~significant extent~~competitive, onwe ~~our ability~~ need to ~~attract,~~invest ~~train~~in ~~and~~research ~~retain technical~~ and ~~financial personnel. Recruiting and retaining capable personnel~~development, ~~particularly those with expertise in our chosen industries~~manufacturing, ~~are~~customer ~~vital~~service ~~to our success. There is substantial competition for qualified technical~~ and ~~financial personnel~~support, and ~~there~~marketing. ~~can~~From betime noto ~~assurance~~time ~~that~~ we ~~will~~also ~~be able~~ have to ~~attract~~adjust orthe ~~retain~~prices of our ~~technical~~products ~~and~~to ~~financial~~remain ~~personnel~~competitive. IfWe wemay ~~are~~not ~~unable~~have toavailable ~~attract~~sufficient ~~and~~financial ~~retain~~or ~~qualified~~other ~~employees,~~resources ~~our~~to continue ~~business~~to ~~may~~make beinvestments ~~materially~~necessary ~~and~~to ~~adversely~~maintain ~~affected~~our competitive position.

OUR ~~DIRECTORS,~~BUSINESS DEPENDS SUBSTANTIALLY ON THE CONTINUING EFFORTS OF OUR EXECUTIVE OFFICERS AND ~~PRINCIPAL~~OUR ~~STOCKHOLDERS~~ABILITY TO MAINTAIN A SKILLED LABOR FORCE, AND ~~THEIR~~OUR ~~RESPECTIVE~~BUSINESS ~~AFFILIATES~~MAY ~~HAVE~~BE ~~SIGNIFICANT~~SEVERELY DISRUPTED ~~CONTROL~~IF ~~OVER~~WE USLOSE THEIR SERVICES.

Our ~~directors,~~future success depends substantially on the continued services of our executive officers, especially Mr. Ryan Hart, our Chairman and ~~holders~~Chief ofExecutive ~~more~~Officer. ~~than~~We 5%do not ofmaintain ~~our~~key ~~common~~man ~~stock,~~life ~~together~~insurance ~~with~~on ~~their~~any ~~affiliates,~~of ~~beneficially~~our ~~own,~~executive inofficers. ~~the~~If ~~aggregate~~one ~~over~~or ~~70%~~more of our ~~outstanding~~executive ~~common~~officers ~~stock.~~are Asunable aor ~~result,~~unwilling to ~~these~~continue ~~stockholders,~~in ~~acting~~their ~~together~~present positions, we may not be able to ~~exercise~~replace ~~significant~~them ~~influence~~readily, ~~over~~if ~~the~~at ~~management~~all. ofTherefore, our ~~company;~~business ~~impede~~may abe ~~merger~~severely disrupted, ~~consolidation,~~and ~~takeover~~we ormay ~~other~~incur ~~business~~additional ~~consolidation,~~expenses orto ~~discourage~~recruit aand ~~potential~~retain ~~acquirer~~new ~~from~~officers. ~~making~~In aaddition, ~~tender~~if ~~offer~~any ~~for~~of our ~~common~~executives ~~stock;~~joins a ~~and~~competitor ~~control~~or ~~matters~~forms ~~submitted~~a tocompeting ~~stockholders~~company, ~~for~~we ~~approval,~~may ~~including:~~lose some of our customers.

●IF ~~amendment~~WE ofARE ~~our~~UNABLE ~~certificate~~TO ofATTRACT, ~~incorporation~~TRAIN ~~and~~AND RETAIN ~~by-laws;~~TECHNICAL AND FINANCIAL PERSONNEL, OUR BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

●Our ~~election~~future ofsuccess depends, to a significant extent, on our ~~board~~ability ofto ~~directors;~~attract, train and retain technical and financial personnel. Recruiting and retaining capable personnel, particularly those with expertise in our chosen industries, are vital to our success. There is substantial competition for qualified technical and financial personnel, and there can be no assurance that we will be able to attract or retain our technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

●OUR ~~removal~~DIRECTORS, ofOFFICERS ~~any~~AND ~~directors;~~PRINCIPAL STOCKHOLDERS ~~and~~AND THEIR RESPECTIVE AFFILIATES HAVE SIGNIFICANT CONTROL OVER US.

●Our ~~adoption~~directors, executive officers and holders of ~~measures~~more ~~that~~than ~~could~~5% ~~delay~~of orour ~~prevent~~common stock, together with their affiliates, beneficially own, in the aggregate over 70% of our outstanding common stock. As a ~~change~~result, these stockholders, acting together, may be able to exercise significant influence over the management of ~~control~~our orcompany; impede a merger, consolidation, takeover or other business ~~combination~~consolidation, or ~~similar~~discourage ~~transaction.~~a potential acquirer from making a tender offer for our common stock; and control matters submitted to stockholders for approval, including:

~~WE MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT ITS OPERATIONS.~~3

~~Although~~• weamendment ~~will~~of beour ~~subject~~certificate ~~to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act~~ of ~~1940,~~incorporation asand ~~amended~~by-laws; (• ~~the~~election ~~“Investment Company Act”), since we will not be engaged in the business~~ of ~~investing or trading in securities. If we engage in business combinations which result in~~ our ~~holding~~board ~~passive~~of ~~investment~~directors; ~~interests~~• inremoval ~~a number~~ of ~~entities,~~any wedirectors; ~~could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company~~ and ~~could~~• beadoption expected to incur significant registration and compliance costs. We have obtained no formal determination from the U.S. Securities and Exchange Commission ("SEC") as to our status under the Investment Company Act and, consequently, violation of ~~the~~measures ~~Investment~~that ~~Company Act~~ could ~~subject~~delay usor toprevent ~~material~~a ~~adverse~~change ~~consequences.~~of Incontrol ~~addition, we currently produce no products~~ or ~~services,~~impede ~~therefore, we are not presently subject to any governmental regulation in this regard. However, in the event that we engage in~~ a merger ~~or acquisition transaction with an entity that engages in such activities~~, webusiness ~~will~~combination ~~become subject to all governmental approval requirements to which the merged~~ or ~~acquired~~similar ~~entity is subject~~transaction.

WE ~~HAVE~~MAY ~~HAD~~BE ~~LOSSES~~SUBJECT ~~SINCE OUR INCEPTION. WE EXPECT LOSSES~~ TO ~~CONTINUE~~FURTHER INGOVERNMENT REGULATION ~~THE~~WHICH ~~FUTURE~~WOULD ~~AND~~ADVERSELY ~~THERE~~AFFECT ISITS ~~A RISK WE MAY NEVER BECOME PROFITABLE~~OPERATIONS.

WeAlthough ~~have~~we ~~incurred net~~will ~~losses~~be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of ~~$31~~1940,~~965~~ as amended ( the “Investment Company Act”),~~914~~ ~~during~~since we will not be engaged in the ~~year~~business ~~ended~~of ~~May~~investing ~~31,~~or ~~2012~~trading in securities. WeIf ~~expect~~we toengage ~~continue~~in tobusiness ~~incur~~combinations ~~significant~~which ~~operating~~result ~~expenses~~in asour holding passive investment interests in a number of entities, we ~~maintain~~could ~~our~~be ~~consulting~~subject ~~and~~to ~~services~~regulation under the Investment Company Act. ~~Our~~If ~~operating~~so, ~~expenses~~we ~~have~~would ~~been~~be required to register as an investment company and ~~are~~could be expected to ~~continue~~incur tosignificant ~~outpace~~registration ~~revenues~~ and ~~result~~compliance incosts. ~~significant~~We ~~losses~~have inobtained ~~the~~no ~~near~~formal ~~term~~determination from the U.S. WeSecurities ~~may~~and ~~never~~Exchange beCommission ~~able~~("SEC") as to ~~reduce~~our ~~these~~status ~~losses~~under the Investment Company Act and, ~~which~~consequently, violation ~~will~~of ~~require~~the Investment Company Act could subject us to ~~seek~~material ~~additional~~adverse ~~debt~~consequences. In addition, we currently produce no products or ~~equity~~services, ~~financing.~~therefore, Ifwe ~~such~~are ~~financing~~not ispresently ~~available~~subject to any governmental regulation in this regard. However, ofin ~~which~~the ~~there~~event that ~~can~~we beengage noin ~~assurance~~a merger or acquisition transaction with an entity that engages in such activities, ~~you~~we ~~may~~will ~~experience~~become ~~significant~~subject ~~additional~~to all ~~dilution~~governmental approval requirements to which the merged or acquired entity is subject.

3WE HAVE HAD LOSSES SINCE OUR INCEPTION. WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE.

~~Table~~We have incurred operating losses of ~~Contents~~$8,179,193 during the year ended May 31, 2013. We expect to continue to incur significant operating expenses as we maintain our consulting and services. Our operating expenses have been and are expected to continue to outpace revenues and result in significant losses in the near term. We may never be able to reduce these losses, which will require us to seek additional debt or equity financing. If such financing is available, of which there can be no assurance, you may experience significant additional dilution.

WE HAVE A LIMITED OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN GROWING OUR MINERAL EXPLORATION ACTIVITIES.

We have a limited history of operations. As a result, there can be no assurance that we will be successful in our consulting and service operations for wind, hydro, solar, coal and geothermal energy parks in Turkey, and acquisition of operational mines with proven reserves. Our success to date in entering into ventures to acquire mineral properties is not indicative that we will be successful in entering into any further ventures. Any potential for future growth in our mineral exploration activities will place additional demands on our executive officers, and any increased scope of our operations will present challenges due to our current limited management resources. Our future performance will depend upon our management and their ability to locate and negotiate additional exploration opportunities in which we are solely involved or participate in as a joint venture partner. There can be no assurance that we will be successful in our efforts. Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management systems, could have a material adverse effect on our results of operations. There can be no assurance that our operations will be profitable.

~~WE MAY NOT BE ABLE TO SUCCESSFULLY ACQUIRE OR PROFITABLY OPERATE THE MINING COMPANY.~~4

OnWE ~~August~~MAY ~~14,~~NOT ~~2012,~~BE weABLE ~~entered~~TO ~~into~~SUCCESSFULLY anACQUIRE ~~agreement~~OR toPROFITABLY OPERATE ~~purchase~~THE ~~99.9%~~MINING ~~of the shares of Zinco do Brasil Mineracao Ltda~~COMPANY. (“Zinco”), a company to be formed under the laws of Brazil (“ZBM”), which will be owned by Ouro do Brasil Holdings Ltd. and IMS Engenharia Mineral Ltda. Our acquisition of the shares is contingent upon our payment of the purchase price by certain specified dates. If, for some reason, we are unable to raise the funds to pay the purchase price, we will not be able to acquire the shares. We have expended significant resources and management effort in the negotiation and entry into the purchase agreement and our inability to consummate the acquisition may have a material adverse effect on our business. In addition, even if we successfully acquire the shares, there is no guarantee that the Zinco will produce positive results or that we will be able to successfully integrate Zinco, which could result in substantial costs and delays or other operational, technical or financial problems. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

~~YOU~~On ~~MAY~~August ~~SUFFER~~14, ~~SIGNIFICANT~~2012, ~~DILUTION~~we IFentered WEinto ~~RAISE~~an agreement ~~ADDITIONAL~~to ~~CAPITAL~~purchase 99.9% of the shares of Zinco do Brasil Mineracao Ltda. (“Zinco”), a company to be formed under the laws of Brazil (“ZBM”), which will be owned by Ouro do Brasil Holdings Ltd. and IMS Engenharia Mineral Ltda. Our acquisition of the shares is contingent upon our payment of the purchase price by certain specified dates. If, for some reason, we are unable to raise the funds to pay the purchase price, we will not be able to acquire the shares. We have expended significant resources and management effort in the negotiation and entry into the purchase agreement and our inability to consummate the acquisition may have a material adverse effect on our business. In addition, even if we successfully acquire the shares, there is no guarantee that the Zinco will produce positive results or that we will be able to successfully integrate Zinco, which could result in substantial costs and delays or other operational, technical or financial problems. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.

IfYOU weMAY ~~need~~SUFFER toSIGNIFICANT ~~raise~~DILUTION IF ~~additional~~WE ~~capital~~RAISE toADDITIONAL ~~expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities~~CAPITAL. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we may issue may have rights, preferences or privileges senior or more advantageous to our common stockholders.

~~Risks~~If ~~related~~we need to ~~Our~~raise ~~Common~~additional ~~Stock~~capital to expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we may issue may have rights, preferences or privileges senior or more advantageous to our common stockholders.

~~THE~~Risks ~~SHARES~~related OFto ~~COMMON~~Our ~~STOCK~~Common ~~ELIGIBLE FOR FUTURE SALE COULD NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.~~Stock

AsTHE ofSHARES ~~May~~OF ~~31,~~COMMON ~~2012~~STOCK ~~the~~ELIGIBLE FOR ~~Company~~FUTURE ~~had~~SALE aCOULD ~~total~~NEGATIVELY ofAFFECT ~~150,750,414~~THE ~~shares~~MARKET ofPRICE ~~Common~~OF ~~Stock~~OUR ~~issued~~COMMON ~~and outstanding~~STOCK. If the Company's stockholders sell substantial amounts of the Company's common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of its common stock could fall. These sales also may make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that the Company deems reasonable or appropriate. Stockholders who have been issued shares in the Acquisition will be able to sell their shares pursuant to Rule 144 under the Securities Act of 1933, beginning one year after the stockholders acquired their shares provided we have satisfied the conditions in Rule 144 relating to ceasing to be a shell company, are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, have timely filed all Exchange Act reports required to be filed during the preceding 12 months, and at least one year has elapsed from the time that we filed current Form 10 information reflecting our status as an entity that is not a shell company.

4As of May 31, 2013, the Company had a total of 23,563,850 shares of Common Stock issued and outstanding. If the Company's stockholders sell substantial amounts of the Company's common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of its common stock could fall. These sales also may make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that the Company deems reasonable or appropriate. Stockholders who have been issued shares in the Acquisition will be able to sell their shares pursuant to Rule 144 under the Securities Act of 1933, beginning one year after the stockholders acquired their shares provided we have satisfied the conditions in Rule 144 relating to ceasing to be a shell company, are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, have timely filed all Exchange Act reports required to be filed during the preceding 12 months, and at least one year has elapsed from the time that we filed current Form 10 information reflecting our status as an entity that is not a shell company.

~~Table~~OUR ofCOMMON ~~Contents~~STOCK MAY BE DEEMED TO BE A PENNY STOCK AND, AS SUCH, WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH “PENNY STOCKS”. REGULATIONS RELATING TO “PENNY STOCKS” LIMIT THE ABILITY OF OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY HAVE TO HOLD THEIR SHARES INDEFINITELY.

~~OUR~~Our ~~COMMON~~Common ~~STOCK~~Stock ~~MAY~~is BEcurrently ~~DEEMED~~subject TOto the BE"penny Astock" ~~PENNY~~rules ~~STOCK~~adopted ~~AND~~under section 15(h) of the Securities Exchange Act of 1934. The penny stock rules apply, for ASthe ~~SUCH~~purposes relevant to us, WEto ~~ARE~~companies ~~SUBJECT~~whose TOCommon ~~THE~~Stock ~~RISKS~~is ~~ASSOCIATED~~not ~~WITH~~listed ~~“PENNY~~on ~~STOCKS”~~a national securities exchange and trades at less than $4.00 ~~REGULATIONS~~per ~~RELATING~~share. TOThese ~~“PENNY~~rules ~~STOCKS”~~generally ~~LIMIT~~require, ~~THE~~among ~~ABILITY~~other OFthings, ~~OUR~~that ~~SHAREHOLDERS~~brokers TOwho ~~SELL~~trade ~~THEIR~~penny ~~SHARES~~stock ~~AND~~to potential investors complete certain documentation, ASmake Asuitability ~~RESULT~~inquiries of investors and provide investors with certain information concerning trading in the security, ~~OUR~~including ~~SHAREHOLDERS~~a ~~MAY~~risk ~~HAVE~~disclosure TOdocument ~~HOLD~~and ~~THEIR~~quote ~~SHARES~~information ~~INDEFINITELY~~under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

~~Our~~FAILURE ~~Common~~TO ~~Stock~~ACHIEVE isAND ~~currently~~MAINTAIN ~~subject~~EFFECTIVE INTERNAL toCONTROLS ~~the~~IN ~~"penny~~ACCORDANCE ~~stock"~~WITH ~~rules~~SECTION ~~adopted~~404 ~~under~~OF ~~section~~THE 15(h) of the Securities Exchange Act of 1934. The penny stock rules apply, for the purposes relevant to us, to companies whose Common Stock is not listed on a national securities exchange and trades at less than $4.00 per share. These rules generally require, among other things, that brokers who trade penny stock to potential investors complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of brokerSARBANES-~~dealers~~OXLEY ~~willing~~ACT toCOULD ~~act~~HAVE asA ~~market~~MATERIAL ~~makers~~ADVERSE inEFFECT ~~such~~ON ~~securities~~OUR isBUSINESS AND ~~limited.~~OPERATING IfRESULTS weAND ~~remain~~STOCKHOLDERS ~~subject~~COULD toLOSE ~~the~~CONFIDENCE ~~penny~~IN ~~stock~~OUR ~~rules~~FINANCIAL ~~for any significant period, it could have an adverse effect on the market, if any, for our securities~~REPORTING. ~~If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.~~

~~FAILURE~~Effective TOinternal ~~ACHIEVE~~controls ~~AND~~are ~~MAINTAIN~~necessary for ~~EFFECTIVE~~us ~~INTERNAL~~to ~~CONTROLS~~provide INreliable ~~ACCORDANCE~~financial ~~WITH~~reports ~~SECTION~~and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We may be required in the future to document and test our internal control procedures in order to satisfy the requirements of Section 404 OFof ~~THE~~the ~~SARBANES~~Sarbanes-~~OXLEY~~Oxley ~~ACT~~Act, ~~COULD~~which ~~HAVE~~requires Aincreased ~~MATERIAL~~control ~~ADVERSE~~over financial ~~EFFECT~~reporting ONrequirements, ~~OUR~~including ~~BUSINESS~~annual ~~AND~~management ~~OPERATING~~assessments ~~RESULTS~~of ~~AND~~the ~~STOCKHOLDERS~~effectiveness ~~COULD~~of ~~LOSE~~such ~~CONFIDENCE~~internal INcontrols ~~OUR~~and ~~FINANCIAL~~a report ~~REPORTING~~by our independent certified public accounting firm addressing these assessments. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We may be required in the future to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent certified public accounting firm addressing these assessments. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.5

SHARES ELIGIBLE FOR FUTURE SALE, IF AT ALL, MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUR RESTRICTED STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.

From time to time, certain of our stockholders may be eligible, if at all, to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) that was our affiliate who has satisfied a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any volume limitations, by a non-affiliate of our company that has satisfied a six-month holding period. Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company unless we meet certain conditions. Any substantial sale of common stock pursuant to Rule 144 or pursuant to any resale prospectus may have an adverse effect on the market price of our securities.

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR STOCK.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy. If we do not pay dividends, its stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

~~Table~~ITEM of2 ~~Contents~~- PROPERTIES

~~ITEM~~We 2do -not ~~PROPERTIES~~own any properties. We lease office space for our executive offices. We also utilize the office space and equipment of our Chief Executive Officer at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

WeITEM do3 ~~not~~- ~~own~~LEGAL ~~any properties.~~PROCEEDINGS

~~ITEM~~On 3December -26, ~~LEGAL~~2011, ~~PROCEEDINGS~~the Company commenced a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement and seeking to cancel the 2,666,667 shares of Common Stock and 226,667 warrants issued to the defendants in connection with the Mine Purchase Agreement. The Company is also seeking damages of $6,000,000 from the defendants for breach of contract.

On ~~December~~October 262, ~~2011~~2012, the Company ~~commenced~~was served with a ~~lawsuit~~Summons ~~against~~and ~~Nalan~~Notice ~~Oral~~of ~~and~~Motion ~~Seluck~~for ~~Oral,~~Summary ~~the~~Judgment ~~shareholders~~in ofan ~~Avrasya~~action ~~Yapı~~entitled ~~Yatırım~~Turigay ~~Hizmetleri~~Affiliates ACorp.Ş v., inTurkPower ~~the~~Corporation, Index ~~United~~No. ~~States~~653415/2012, ~~District~~Supreme Court, ~~for~~New ~~the~~York ~~Southern~~County. ~~District~~The ofCompany ~~New~~has ~~York~~opposed ~~alleging~~ the ~~defendants~~Plaintiff’s ~~breached~~motion ~~the~~and ~~Mine~~asserted ~~Purchase~~a ~~Agreement~~number of defenses including fraud and ~~seeking~~the toforgery ~~cancel~~of the ~~40,000,000~~signatures ~~shares~~of certain of ~~Common~~the ~~Stock~~Company’s ~~and~~officers. ~~3,400,000~~At ~~warrants~~a ~~issued~~hearing toon ~~the~~May ~~defendants~~8, 2013, inthe ~~connection~~court ~~with~~granted the ~~Mine~~Plaintiff’s ~~Purchase~~Motion ~~Agreement.~~for ~~The~~Summary ~~Company~~Judgment isin ~~also~~lieu ~~seeking~~of ~~damages~~complaint for repayment of $6€450,000~~,000~~. A ~~from~~judgment ~~the~~has ~~defendants~~not ~~for~~yet ~~breach~~been ofentered ~~contract~~in this matter.

Except as disclosed herein, we are not aware of any material, existing or pending legal proceedings nor are we involved as a plaintiff in any material proceeding or pending litigation.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

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

~~Our~~Market ~~common stock is listed for quotation on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “TRKP.”~~Information

~~The~~Our ~~following table sets forth the high and low closing bid prices for our~~ common stock ~~for~~is ~~the~~listed ~~fiscal~~for ~~quarters indicated as reported~~ quotation on the ~~OTCBB. The quotations reflect inter~~Over-~~dealer prices, without retail mark~~the-~~up,~~Counter ~~mark-down~~Bulletin orBoard ~~commission~~(“OTCBB”) ~~and~~under ~~may not represent actual transactions. Our Common Stock is thinly traded and, thus, pricing of our common stock on~~ the ~~OTCBB~~symbol ~~does not necessarily represent its fair market value~~“ZNBR.”

	High		Low
Fiscal Year 2012 (June 1, 2011 – May 31, 2012)
First quarter (June 1, 2011 – August 31, 2011)	$	0.43	$	0.18
Second quarter (September 1, 2011 – November 30, 2011)	$	0.30	$	0.15
Third quarter (December 1, 2011 – February 28, 2012)	$	0.21	$	0.10
Fourth quarter (March 1, 2012 – May 31, 2012)	$	0.23	$	0.16
Fiscal Year 2011 June 1, 2010 – May 31, 2011)
First quarter (June 1, 2010 – August 31, 2010)	$	0.69	$	0.18
Second quarter (September 1, 2010 – November 30, 2010)	$	0.57	$	0.30
Third quarter (December 1, 2010 – February 28, 2011)	$	0.52	$	0.15
Fourth quarter (March 1, 2011 – May 31, 2011)	$	0.43	$	0.20

The following table sets forth the high and low closing bid prices for our common stock for the fiscal quarters indicated as reported on the OTCBB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our Common Stock is thinly traded and, thus, pricing of our common stock on the OTCBB does not necessarily represent its fair market value.

~~(b) Holders. As of May 31, 2012, there were approximately 59 record holders of 150,750,414 shares of our Common Stock.~~7

(c) Dividends. We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

	High		Low

Fiscal Year 2012 (June 1, 2012 – May 31, 2013)
First quarter (June 1, 2012 – August 31, 2012)	$	0.18	$	0.05
Second quarter (September 1, 2012 – November 30, 2012)	$	0.11	$	0.07
Third quarter (December 1, 2012 – February 28, 2013)	$	3.00	$	0.08
Fourth quarter (March 1, 2013 – May 31, 2013)	$	2.14	$	1.68

Fiscal Year 2011 June 1, 2011 – May 31, 2012)
First quarter (June 1, 2011 – August 31, 2011)	$	0.43	$	0.18
Second quarter (September 1, 2011 – November 30, 2011)	$	0.30	$	0.15
Third quarter (December 1, 2011 – February 28, 2012)	$	0.21	$	0.10
Fourth quarter (March 1, 2012 – May 31, 2012)	$	0.23	$	0.16

6Number of Shareholders

~~Table~~As of ~~Contents~~May 31, 2013, a total of 23,563,850 shares of the Company’s common stock were outstanding and held by approximately 87 shareholders of record of our common stock. This figure does not reflect the persons or entities that hold their stock in nominee or street name through various brokerage firms. Of this amount, approximately 2,400,000 shares are unrestricted. Approximately 19,500,000 shares are restricted securities held by non-affiliates, and the remaining 2,000,000 shares are restricted securities held by affiliates. These shares may only be sold in accordance with Rule 144. As of May 31, 2013, there were 748,335 warrants 829,445 stock options to purchase the Company’s Common Stock outstanding.

~~Recent~~Description ~~Sales~~ of ~~Unregistered~~ Securities

~~During~~Common the fiscal years ended May 31, 2012, and 2011, the Company issued the following securities exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act. No underwriting or other compensation was paid in connection with these transactions:Stock

OnThe ~~various dates from March 1, 2011 to May 31, 2011, the~~ Company's ~~offered~~Amended and ~~sold~~Restated ~~an aggregate~~ Certificate of ~~$1,018,159~~Incorporation ofauthorizes ~~units comprised of convertible debentures and~~ the ~~Company’s~~issuance ~~Common Stock for the purchase price~~ of ~~$50~~300,000 ~~per unit. Each unit was comprised of 50~~,000 shares of ~~the~~common ~~Company’s Common Stock and a debenture in the principal amount of $50~~stock,~~000,~~ ~~with interest at the rate of 18% and convertible into shares of the Company’s Common Stock at the rate of~~ $0.250001 par value per share.

OnHolders ~~various~~of ~~dates~~Company’s ~~from~~common ~~April~~stock are 1,entitled ~~2011~~to one vote per share on each matter submitted to ~~May~~vote ~~31,~~at ~~2011,~~a ~~the~~meeting of Company’s ~~sold~~stockholders. Holders of common stock do not have cumulative voting rights. Stockholders do not have any preemptive rights or other similar rights to acquire additional shares of Company’s common stock ~~for~~or ~~cash~~other ~~for~~securities. ~~$170~~Subject to preferences that may be applicable to any then-outstanding preferred stock,~~500~~ holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of ~~which~~liquidation, ~~$70~~dissolution or winding up,~~000~~ ~~was~~subject ~~reflected~~to aspreferences athat ~~subscription~~may be ~~receivable~~applicable atto ~~May~~any 31then-outstanding preferred stock, ~~2011~~each ~~and~~outstanding ~~received~~share of common stock entitles its holder to participate ratably in ~~June~~all ~~2011~~remaining assets of the Company that are available for distribution to stockholders after providing for each class of stock, if any, having preference over the common stock.

OnHolders ~~various~~of ~~dates~~common ~~from~~stock ~~April~~have 1no conversion, preemptive ~~2011~~or toother ~~May~~subscription 31rights, ~~2011,~~and ~~the~~there ~~Company~~are ~~issued~~no ~~6,666,667~~redemption ~~options~~or tosinking ~~purchase~~fund ~~shares~~provisions ofapplicable ~~its~~to the common stock. The torights ~~investors~~of ~~for~~the ~~services~~holders ~~rendered.~~of ~~These~~common ~~options~~stock ~~were~~are ~~granted~~subject ~~with~~to anany ~~exercise~~rights ~~price~~that ofmay ~~$0.35~~be ~~per~~fixed ~~share,~~for ~~are~~holders ~~fully~~of ~~vested~~preferred ~~at issuance~~stock, when and if ~~are~~any ~~exercisable~~preferred ~~for~~stock 3is ~~years~~authorized ~~from~~and ~~their respective vesting dates~~issued.

OnTransfer August 22, 2011, the Company issued a $250,000 secured convertible debenture (“Secured Debenture”) to a third party (the “Holder”) together with 1,136,363 common shares and 1,100,000 warrants to other entities controlled by the Holder (“Holder Entities”)Agent. AsShares ~~security for this Secured Debenture, the Company granted the Holder a first priority lien on all~~ of ~~the~~Common ~~assets~~Stock are ofregistered ~~the Company. The Secured Debenture bears annual interest~~ at ~~18%, matures at~~ the ~~earlier~~transfer ofagent ~~1) six months~~ and ~~2) upon the Company’s receipt of $500,000 of debt or equity proceeds and, together with any unpaid interest,~~ are ~~convertible~~transferable ~~into common shares~~ at asuch ~~conversion~~office ~~rate~~by ~~of $0.25 per share. The Company also issued 1,100,000 warrants in connection with~~ the ~~issuance~~registered ofholder ~~convertible~~(or ~~notes~~duly onauthorized ~~August~~attorney) upon ~~22,~~surrender ~~2011. The warrants have term~~ of ~~one year and are exercisable at $0.25 per share. In~~ the ~~event~~Common ~~the~~Stock ~~Company~~certificate, ~~raises~~properly ~~equity at less than $0~~endorsed.25 ~~per~~No ~~share~~transfer orshall ~~convertible debt which may~~ be ~~converted~~registered ~~into~~unless ~~common shares at a conversion rate of less than $0.25 per share,~~ the ~~Holder~~Company ~~and~~is ~~the~~satisfied that ~~Holder~~such ~~Entities~~transfer ~~shall~~will ~~receive~~not ~~the~~result ~~same~~in ~~terms as the terms of the new financing arrangement (which could decrease the conversion rate of the convertible debt and could decrease the exercise price of the warrants). As~~ a ~~result,~~violation ~~the Company determined the conversion feature~~ of ~~the~~any ~~Secured~~applicable ~~Debenture~~federal ~~and~~or ~~related~~state ~~warrants~~security ~~are derivative liabilities~~laws. On ~~February~~The ~~29, 2012, the~~ Company’s ~~entered~~transfer agent ~~into an agreement with the holder to extend the maturity date of the secured debenture to June 22, 2012 in exchange~~ for ~~3,250,258 common shares. Additionally, the 1,100,000 1-year warrants issued in connection with the secured debenture were modified by (i) extending~~ its ~~expiration~~Common ~~date~~Stock ~~for~~is ~~another~~Island ~~twelve~~Stock months to September 1, 2013 (ii) lowering the exercise price from $0.25 to $0.1275 per warrant share and (iii) increasing the number of common shares convertible from 1,100,000 shares to 2,200,000 shares. The Company evaluated the modification and determined that it was substantial and was therefore accounted as an extinguishment of debt. Consequently, the fair value of the common shares of $549,294, the fair value of the additional warrants and the incremental fair value of the modified warrants of $202,549 was recorded as loss on debt extinguishment during the nine months ended February 29, 2012. Simultaneously, the Holder converted $6,816 of the interest owed into 24,742 common shares.Transfer

On15500 ~~various~~Roosevelt ~~dates from June 1~~Boulevard, ~~2011~~Suite ~~to May 31~~301, ~~2012~~Clearwater, Florida ~~the Company issued convertible debentures totaling $2~~33760,~~545,000~~ toSuite ~~third party and related party investors together with 2~~301,~~545,000~~ ~~common~~(727) ~~shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share.~~289-0010)

The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D and Regulation S promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.8

7Preferred Stock

~~Table~~The Company's Amended Articles of ~~Contents~~Incorporation authorizes the issuance of 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.0001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company's board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

~~See~~The ~~Item~~Company 11has ~~for~~designated 1,000 of its preferred stock as Series A Convertible Preferred Stock with a ~~description~~par value of ~~recent~~$.0001, ~~grants~~1,000 shares of its preferred stock as Series B Convertible Preferred Stock with a par value of $0.0001 per share, 1,100,000 of its preferred stock as Series C Convertible Preferred Stock with a par value of $0.001 per share and 1,200,000 of its preferred stock ~~options~~as toSeries ~~directors~~D Convertible Preferred with a par value of $0.001.

~~Purchases~~Series ofA ~~Equity~~Convertible ~~Securities~~Preferred ~~by the Issuer and Affiliated Purchasers~~Stock

We1,000 ~~did~~shares ~~not~~of ~~purchase~~Series A ~~any~~Convertible Preferred Stock, par value $0.0001 per share (“Series A”), of ~~our~~which no shares are outstanding. Holders of Series A are entitled to receive dividends, ratably among holders, if and when declared by the board of directors for distribution to holders of Common Stock. orEach ~~other~~share ~~securities~~of ~~during~~Series ~~our~~A ~~fiscal~~is ~~year~~convertible ~~ended~~into ~~May~~260,000 31shares of the Company’s Common Stock, ~~2012~~subject to adjustment. Holders of the Series A are entitled to 260,000 votes per share on all matters requiring shareholder vote.

~~ITEM~~Series 6B –Perpetual ~~SELECTED~~Convertible ~~FINANCIAL DATA~~Preferred Stock

~~Not~~1,000 ~~applicable~~shares ~~for~~of ~~smaller~~Series B ~~reporting~~Perpetual ~~companies~~Convertible Preferred Stock, par value $0.0001 per share (“Series B”), of which no shares are outstanding. Each share of Series B is convertible into 100,000,000 shares of the Company’s Common Stock, subject to adjustment. Holders of the Series B are entitled to 100,000,000 votes per share on all matters requiring shareholder vote. Series B has a liquidation preference of $25,000 per share.

~~ITEM~~Series 7C –Convertible ~~MANAGEMENT’S~~Preferred ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Stock

~~The~~1,100,000 ~~following~~shares ~~discussion~~of Series ~~should~~C beConvertible ~~read~~Preferred inStock, ~~conjunction~~par ~~with~~value ~~the~~$0.0001 ~~information~~per ~~contained~~share in(“Series ~~the~~C”), ~~consolidated financial statements~~ of ~~the~~which ~~Company~~1,074,999 ~~and~~shares ~~the~~are ~~notes~~outstanding. The ~~thereto~~Series ~~appearing~~C ~~elsewhere~~does ~~herein~~no ~~and~~accrue individends. ~~conjunction~~Each ~~with~~share ~~the~~of ~~Management's~~Series ~~Discussion~~C ~~and~~is ~~Analysis~~convertible ofinto ~~Financial~~100 ~~Condition~~shares ~~and Results~~ of ~~Operations set forth in (1)~~ the Company'’s ~~Annual~~Common ~~Report~~Stock, subject onto ~~Form~~adjustment. ~~10-K~~Holders ~~for~~of the ~~year~~Series ~~ended~~C ~~May~~are ~~31,~~entitled ~~2012.~~to ~~Readers~~100 ~~should~~votes ~~carefully~~per ~~review~~share ~~the~~on ~~risk~~all ~~factors~~matters ~~disclosed~~requiring inshareholder ~~this~~vote. ~~Form~~The Series ~~10-K~~C ~~and~~participates ~~other~~pari ~~documents~~passu ~~filed~~with by the ~~Company~~Common ~~with~~Stock ~~the~~in ~~SEC~~liquidation.

~~FORWARD~~Series ~~LOOKING~~D ~~STATEMENTS~~Convertible Preferred Stock

~~The~~1,200,000 ~~following~~shares ~~discussion~~of 12% ~~and~~Series ~~plan~~D ofConvertible ~~operations~~Preferred ~~should~~Stock, ~~read~~par invalue ~~conjunction~~$0.0001 ~~with~~per ~~the~~shares ~~financial~~(“Series ~~statements~~D”), ~~and~~of ~~the~~which ~~notes~~95,000 toshares ~~those~~are ~~statements~~outstanding. Each ~~included~~share inof ~~this~~Series ~~annual~~D ~~report.~~is ~~The~~entitled ~~following~~to ~~discussion~~receive ~~may~~cumulative ~~contain~~annual ~~forward-looking~~dividends ~~statements~~at ~~that~~the ~~reflect~~rate ~~our~~of ~~plans,~~12.0% ~~estimates~~per ~~and~~annum ~~beliefs~~on ~~and~~the ~~involve~~stated ~~risks,~~value ~~uncertainties~~of $15.00. ~~and~~Each ~~assumptions.~~share ~~Our~~of ~~actual~~Series ~~results~~D ~~could~~is ~~differ~~convertible ~~materially~~into ~~from~~6.667 ~~those~~shares ~~discussed~~of inthe ~~these~~Company’s ~~forward-looking~~Common ~~statements~~Stock, subject to adjustment. ~~Factors~~Holders of ~~that~~the ~~could~~Series ~~cause~~D orare ~~contribute~~entitled to ~~these~~vote ~~differences~~on ~~include~~an ~~those~~“as ~~discussed~~converted” ~~below~~basis ~~and~~together ~~under~~with the ~~headings~~Common ~~“Risk~~Stock ~~Factors”~~on ~~and~~all ~~“Forward-Looking~~matters ~~Statements~~requiring shareholder vote.”

~~LIQUIDITY AND CAPITAL RESOURCES~~Dividends

We have ~~funded~~not ~~our~~paid ~~operations~~any ~~through~~cash ~~financing~~dividends ~~activities~~to date ~~consisting~~and ~~primarily~~does ofnot ~~private~~anticipate ~~placements~~or ofcontemplate ~~debt~~paying ~~and~~dividends ~~equity~~in ~~with~~the ~~outside~~foreseeable ~~investors~~future. ~~Our~~It ~~principal~~is ~~use of funds has been for long-term deposits in connection with~~ the ~~potential~~present ~~acquisition~~intention of ~~shares~~management to ofutilize anall ~~entity,~~available ~~and~~funds for the ~~operating~~development ~~expenses~~ of ~~the~~our ~~Company~~business.

~~Our~~Long-Term ~~cash~~Incentive ~~balance~~Plans asAwards ofin Last ~~May~~Fiscal ~~31, 2012, was $299,298 compared to $217,312 as of May 31, 2011.~~Year

~~During~~[See ~~the~~Item ~~year~~11 ~~ended~~for ~~May~~a ~~31,~~description ~~2012, the Company issued $2,000~~ of ~~equity~~recent grants ~~securities, $2,545,000~~ of ~~convertible~~stock ~~debentures~~ and ~~$250,000 secured convertible debentures to third party and related party investors. The Company also made $50,000 of payments to investors on convertible debentures and converted $100,000 to common~~ stock. ~~The~~options ~~Company received non-interest bearing advances from shareholders totaling $205,672 and made repayments of $65,165 during the year ended May 31, 2012. As of May 31, 2012, amounts due~~ to ~~these shareholders totaled $140,507~~directors.]

~~Liquidity and Capital Resources during the year ended May 31, 2011 compared to the year ended May 31, 2010.~~9

~~During~~Penny ~~the~~Stock year ended May 31, 2011, the Company issued $170,500 of equity securities (of which $70,000 was reflected as subscription receivable at May 31, 2011 and collected in June 2011) and $1,018,159 of convertible debentures to investors. The Company also made $20,000 of payments to investors on convertible debentures. The Company also withdrew $635,550 from a line of credit from a financial institution for purposes of acquiring an ownership percentage in a mine in Turkey, of which the entire amount was repaid to the financial institution during the year ended May 31, 2011. In addition a related party loaned the Company $50,000 during the year ended May 31, 2011, of which the entire amount was paid during the same year. The Company also received non-interest bearing advances of $198,463 and $21,492 from shareholders during the years ended May 31, 2011 and 2010, respectively.Rules

8The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

~~Table~~Our shares are considered penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of ~~Contents~~penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

~~Liquidity~~The ~~and~~penny ~~Capital~~stock ~~Resource~~rules ~~Plan~~require ~~for~~a ~~the~~broker-dealer, prior ~~year~~to ~~ending~~a ~~May~~transaction 31in a penny stock not otherwise exempt from those rules, ~~2013~~to deliver a standardized risk disclosure document, which:

~~During~~· Contains a description of the ~~year~~nature ~~ending~~and ~~May~~level ~~31,~~of ~~2013,~~risk in the ~~Company~~market ~~intends~~for topenny ~~fund~~stock ~~its~~in ~~operations~~both bypublic ~~raising~~offerings ~~proceeds~~and ~~from~~secondary ~~its~~trading. ~~current~~· ~~equity~~Contains ~~financing~~a ~~which~~description ~~will~~of ~~enable~~the itbroker's toor ~~consummate~~dealer's ~~its~~duties ~~proposed~~to ~~acquisition~~the ofcustomer aand ~~natural~~of ~~resources~~the ~~mine~~rights inand ~~Brasil.~~remedies ~~Due~~available to the ~~expenses~~customer ~~involved~~with ~~and~~respect ~~capital~~to ~~required~~a toviolation ~~acquire~~of ~~and~~such ~~commence~~duties ~~revenue~~or ~~generating~~other ~~operations~~requirements of the ~~mine,~~Securities itAct isof ~~not~~1934, ~~anticipated~~as ~~that~~amended. ~~the~~· ~~Company~~Contains ~~will~~a ~~generate~~brief, ~~additional~~clear, ~~working~~narrative ~~capital~~description ~~during~~of ~~the~~a ~~next~~dealer ~~fiscal~~market, ~~year.~~including ~~The~~"bid" ~~Company~~and ~~will~~"ask" beprice ~~required~~for tothe ~~pursue~~penny ~~working~~stock ~~capital~~and ~~debt~~the ~~financing~~significance asof ~~well~~the asspread ~~project-specific~~between ~~debt~~the ~~financing~~bid toand ~~acquire~~ask ~~and~~price. ~~develop~~· ~~the~~Contains ~~mine.~~a ~~However,~~toll-free notelephone ~~assurance~~number ~~can~~for beinquiries ~~given~~on ~~that~~disciplinary ~~any~~actions. ~~such~~· ~~financing~~Defines ~~that~~significant terms in the ~~Company~~disclosure isdocument ~~pursuing~~or ~~will~~in bethe ~~available~~conduct toof ustrading onpenny ~~favorable~~stocks. ~~terms,~~· ifContains atsuch ~~all,~~other information and ~~this~~is ~~may~~in ~~severely~~such ~~impact~~form ~~our~~(including ~~current~~language, ~~operations~~type, size and ~~delay~~format) as the ~~development~~Securities ofand ~~our~~Exchange ~~projects~~Commission ~~until~~shall ~~additional~~require ~~funds are received~~ by ~~the~~rule ~~Company~~or regulation.

~~RESULTS~~The OFbroker-dealer ~~OPERATIONS~~also must provide, prior to effecting any transaction in a penny stock, to the customer:

~~Results~~· ofThe ~~Operations~~bid and offer quotations for the ~~Year~~penny ~~Ended~~stock. ~~May~~· 31The compensation of the broker-dealer and its salesperson in the transaction. · The number of shares to which such bid and ask prices apply, ~~2012~~or ~~Compared~~other comparable information relating to the ~~Year~~depth ~~Ended~~and ~~May~~liquidity ~~31,~~of ~~2011~~the market for such stock. · Monthly account statements showing the market value of each penny stock held in the customer's account.

~~The~~In ~~company~~addition, ~~had~~the nopenny ~~revenues~~stock ~~from~~rules ~~continuing~~require that ~~operations~~prior ~~during~~to ~~the~~a ~~years~~transaction ~~ended~~in ~~May~~a ~~31,~~penny ~~2012~~stock ~~and~~not ~~2011. Revenues~~otherwise exempt from ~~discontinued~~those ~~operations~~rules; ~~for~~ the ~~year~~broker-dealer ~~ended~~must ~~May~~make ~~31,~~a ~~2012~~special ~~were~~written determination ~~$9,988~~that ~~compared~~the topenny ~~$64,308~~stock is a suitable investment for the ~~year~~purchaser ~~ended~~and ~~May~~receive 31the purchaser's written acknowledgment of the receipt of a risk disclosure statement, ~~2011~~a written agreement to transactions involving penny stocks, and a ~~decrease~~signed and dated copy of ~~$54,320~~a written suitability statement. ~~This~~These ~~decrease~~disclosure ~~was~~requirements ~~due~~will tohave the ~~Company~~effect ~~discontinuing~~of ~~its~~reducing ~~Turkey~~the ~~operations~~trading ~~and~~activity ~~terminating~~in the ~~its~~secondary ~~agreement~~market for our stock because it will be subject to ~~acquire~~these ~~BEST~~penny ~~LLC~~stock rules. Therefore, stockholders may have difficulty selling their securities.

Operating expenses for the year ended May 31, 2012 from continuing operations were $13,565,190 compared to $4,137,338 for the year ended May 31, 2011, an increase of $9,427,852. This is primarily due to the increase in stock-based compensation of $8,177,703 as a result of the 240 Series A preferred shares issued for services which have a fair value of $10,764,000. Additionally, the Company recognized a full reserve for the $425,000 loan receivable during the year ended May 31, 2012. Operating expenses from discontinued operations for the year ended May 31, 2012 were $14,917,138 compared to $730,059 for the year ended May 31, 2011. The increase is mainly related to the impairment loss of the investment in mining company amounting to $13,859,231.

~~The~~Recent ~~Company~~Sales ~~also incurred net interest expense~~ of ~~$ $2,493,764~~Unregistered ~~($317,876~~Securities is reported under discontinued operations) and $923,313 ($401,393 related to discontinued operations) during the years ended May 31, 2012 and 2011, respectively. During the year ended May 31, 2012, this amount consisted primarily of $2,175,000 interest on the convertible debt (of which approximately $1,539,000 was non-cash amortization). During the year ended May 31, 2011, the Company incurred interest expense of approximately $519,000 on the convertible debt (of which approximately $350,000 was non-cash amortization), $300,000 on the short-term debt, $90,000 on the line of credit and $8,000 of interest on related party debt.

~~The~~During ~~Company also incurred derivative losses and a loss on extinguishment of debt for~~ the ~~year~~fiscal years ended May 31, ~~2012~~2013, May of31, ~~$143~~2012,~~417~~ and ~~$827~~2011,~~593~~ ~~and~~the $0Company ~~for~~issued the ~~year~~following ~~ended~~securities ~~May~~exempt ~~31,~~from ~~2011. These~~the ~~expenses~~registration ~~are~~requirements ~~substantially~~of ~~related to~~ the ~~$250,000~~Securities Act ~~secured~~pursuant ~~convertible~~to ~~debenture~~Section ~~and~~4(2) ~~related~~of ~~warrants issued with~~ the ~~debt~~Securities ~~which~~Act. ~~qualified~~No ~~for~~underwriting ~~derivative~~or ~~accounting~~other ~~and~~compensation ~~were~~was ~~likewise~~paid ~~modified~~in ~~during~~connection ~~the~~with ~~year,~~these ~~as disclosed above.~~transactions:

AsFrom aApril ~~result~~22 to May 3, ~~net~~2013, ~~loss~~the ~~was~~Company converted an aggregate of $31826,~~965~~334 of existing convertible notes and accrued interest,~~914~~ ~~for~~held ~~the~~in ~~year~~favor ~~ended~~of ~~May~~its 31investors, ~~2012~~SDS Capital Group, ~~compared~~Fuse ~~with~~Capital aLLC ~~net~~and ~~loss~~Mrs. Jane Hsiao, into an aggregate of $5550,~~864,630~~890 ~~for~~shares of newly-issued Common Stock. The basis of the conversion ~~year~~price ~~ended~~was ~~May~~$1.50 ~~31,~~per ~~2011~~each share of Common Stock the notes were converted into.

~~CRITICAL~~On ~~ACCOUNTING~~April ~~POLICIES~~18, ~~AND~~2013, ~~ESTIMATES~~the Company accepted subscriptions in the aggregate of $1,000,000 from existing institutional investors and Edward Dowling, a member of the Company’s Board of Directors, for 100,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Stock”) plus warrants (to purchase an additional 166,667 shares of the Company’s Common Stock, at an exercise price of $2.25 per share, which expire in three (3) years. The shares of Series D Stock are convertible into 666,667 shares of Common Stock.

~~Use~~As of ~~estimates~~February 5, 2013, the Company has converted an aggregate of $3,460,498 of its existing 18% convertible notes and accrued interest, held in favor of its investors, Azure Trading, LLC, Frost Gamma Corp, MKM Opportunity Mater Fund, Ovation Group, Inc. and others, into an aggregate of 2,306,998 shares of newly-issued Common Stock. The basis of the conversion price was $1.50 per share of Common Stock, taking into account the Company’s recent reverse stock split of 1 share for every 15 shares of Common Stock outstanding.

~~The~~On ~~preparation~~September of24, ~~financial~~2012, ~~statements~~pursuant ~~in conformity with accounting principles generally accepted in the United States requires management~~ to ~~make~~certain amended ~~estimates~~agreements ~~and~~with ~~assumptions~~certain ~~that~~subscribers ~~affect~~for the ~~reported~~conversion ~~amounts~~ of ~~assets~~obligations ~~and~~related ~~liabilities~~thereto, ~~and~~the ~~disclosure~~Registrant ofauthorized ~~contingent assets and liabilities at~~ the ~~date~~ issuance of ~~the~~an ~~financial~~aggregate ~~statements~~of as23,286,612 ~~well~~shares ~~as the reported amount~~ of ~~revenues~~common ~~and~~stock, ~~expenses~~par ~~during~~value ~~the reporting period~~$0.0001 ~~Actual~~per ~~results could differ from these estimates~~share.

9On various dates from June 1, 2011 to May 31, 2012, the Company issued convertible debentures totaling $2,545,000 to third party and related party investors together with 2,545,000 common shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share.

~~Table~~On August 22, 2011, the Company issued a $250,000 secured convertible debenture (“Secured Debenture”) to a third party (the “Holder”) together with 1,136,363 common shares and 1,100,000 warrants to other entities controlled by the Holder (“Holder Entities”). As security for this Secured Debenture, the Company granted the Holder a first priority lien on all of ~~Contents~~the assets of the Company. The Secured Debenture bears annual interest at 18%, matures at the earlier of 1) six months and 2) upon the Company’s receipt of $500,000 of debt or equity proceeds and, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share. The Company also issued 1,100,000 warrants in connection with the issuance of convertible notes on August 22, 2011. The warrants have term of one year and are exercisable at $0.25 per share. In the event the Company raises equity at less than $0.25 per share or convertible debt which may be converted into common shares at a conversion rate of less than $0.25 per share, the Holder and the Holder Entities shall receive the same terms as the terms of the new financing arrangement (which could decrease the conversion rate of the convertible debt and could decrease the exercise price of the warrants). As a result, the Company determined the conversion feature of the Secured Debenture and related warrants are derivative liabilities. On February 29, 2012, the Company entered into an agreement with the holder to extend the maturity date of the secured debenture to June 22, 2012 in exchange for 3,250,258 common shares. Additionally, the 1,100,000 1-year warrants issued in connection with the secured debenture were modified by (i) extending its expiration date for another twelve months to September 1, 2013 (ii) lowering the exercise price from $0.25 to $0.1275 per warrant share and (iii) increasing the number of common shares convertible from 1,100,000 shares to 2,200,000 shares. The Company evaluated the modification and determined that it was substantial and was therefore accounted as an extinguishment of debt. Consequently, the fair value of the common shares of $549,294, the fair value of the additional warrants and the incremental fair value of the modified warrants of $202,549 was recorded as loss on debt extinguishment during the nine months ended February 29, 2012. Simultaneously, the Holder converted $6,816 of the interest owed into 24,742 common shares.

~~Discontinued Operations~~11

InOn ~~accordance~~various ~~with~~dates ~~ASC~~from ~~205-20~~April 1, ~~Presentation~~2011 ofto May ~~Financial~~31, ~~Statements-Discontinued~~2011, ~~Operations~~the ~~(“ASC~~Company ~~205-20”)~~issued 6,666,667 weoptions ~~reported~~to ~~the~~purchase ~~results~~shares of ~~our~~its ~~Turkey~~common ~~operations~~stock asto ainvestors ~~discontinued~~for ~~operation~~services rendered. ~~The~~These options ~~application~~were granted with an exercise price of ~~ASC~~$0.35 ~~205-20~~per isshare, ~~discussed~~are infully ~~Note~~vested at issuance, and are exercisable for 3 ~~“Discontinued~~years ~~Operations”~~from their respective vesting dates.

~~Trade~~On ~~receivables~~various ~~and~~dates ~~allowance~~from April 1, 2011 to May 31, 2011, the Company sold common stock for ~~doubtful~~cash ~~accounts~~for $170,500, of which $70,000 was reflected as a subscription receivable at May 31, 2011 and received in June 2011.

~~The~~On ~~Company~~various ~~extends~~dates ~~unsecured~~from ~~credit~~March to1, ~~its~~2011 ~~customers~~to May in31, 2011, the ~~ordinary~~Company ~~course~~offered ~~of business. An allowance for doubtful accounts is established~~ and ~~recorded~~sold ~~based~~an onaggregate ~~management’s assessment~~ of ~~customer credit history~~$1,018,159 ~~overall~~of ~~trends~~units incomprised ~~collections~~of ~~and~~convertible ~~write-offs,~~debentures and ~~expected~~the ~~exposures~~Company’s Common ~~based~~Stock onfor ~~facts~~the ~~and~~purchase ~~prior~~price ~~experience. If~~of ~~events~~$50,000 orper ~~changes~~unit. inEach ~~circumstances~~unit ~~indicate~~was ~~that~~comprised ~~specific~~of ~~receivable balances may be impaired~~50,000 ~~further~~shares ~~consideration~~of ~~is given to~~ the ~~collectability~~Company’s ofCommon Stock ~~those balances~~ and ~~the~~a ~~allowance~~debenture isin ~~adjusted~~the ~~accordingly.~~principal ~~Past-due~~amount ~~receivable~~of ~~balances~~$50,000, ~~are~~with ~~written~~interest ~~off~~at ~~when~~the ~~our~~rate ~~internal~~of ~~collection~~18% ~~efforts~~and ~~have~~convertible ~~been~~into ~~unsuccessful. There~~shares ~~was~~of nothe ~~allowance~~Company’s Common ~~for~~Stock ~~doubtful~~at ~~accounts~~the asrate of ~~May~~ ~~31,~~$0.25 ~~2012~~per ~~and May 31, 2011~~share.

~~Property~~The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, ~~equipment~~accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D and Regulation S promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

~~Property~~Purchases ~~and~~of ~~equipment~~Equity ~~are~~Securities ~~stated~~by at cost, less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, over the ~~assets’~~Issuer ~~estimated useful lives. The estimated useful lives of furniture~~ and ~~equipment are 3-5 years. All property and equipment related to the operations in Turkey were written down to zero as of May 31, 2012.~~Affiliated Purchasers

~~Long-lived~~We ~~assets~~did not purchase any of our shares of Common Stock or other securities during our fiscal year ended May 31, 2013.

~~Long-lived~~ITEM ~~assets~~6 ~~held~~– ~~and~~SELECTED ~~used~~FINANCIAL by the Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset is written down to fair value. Long-lived assets related to the operations in Turkey were fully impaired as of May 31, 2012.DATA

~~Deferred~~Not ~~costs~~applicable for smaller reporting companies.

~~During~~ITEM ~~2010,~~7 ~~the~~– ~~Company~~MANAGEMENT’S ~~entered~~DISCUSSION AND ~~into~~ANALYSIS anOF ~~agreement~~FINANCIAL ~~with~~CONDITION aAND ~~third~~RESULTS ~~party~~OF ~~to participate in a consulting agreement~~OPERATIONS. The Company was required to pay consulting fees of $200,000 to the third party and in return would receive a portion of any fees collected. The consulting fees paid to the third party were deferred in 2010. The Company subsequently determined that the asset was not realizable and expensed the amount during the year ended May 31, 2011.

~~Revenue~~The ~~recognition~~following discussion should be read in conjunction with the information contained in the consolidated financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in (1) the Company's Annual Report on Form 10-K for the year ended May 31, 2013. Readers should carefully review the risk factors disclosed in this Form 10-K and other documents filed by the Company with the SEC.

~~The~~FORWARD ~~Company~~LOOKING recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is determinable and collectability can be reasonably assured.STATEMENTS

InThe ~~instances~~following ~~where~~discussion ~~the~~and ~~Company~~plan ~~has~~of ~~received~~operations should ~~cash~~read in ~~advance~~conjunction ofwith ~~meeting~~the financial statements and the ~~Company’s~~notes ~~revenue~~to ~~recognition~~those ~~criteria~~statements included in this annual report. The following discussion may contain forward-looking statements that reflect our plans, ~~the~~estimates ~~Company~~and ~~records~~beliefs ~~such~~and asinvolve ~~deferred~~risks, ~~revenue~~uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and under the headings “Risk Factors” and “Forward-Looking Statements.”

During the years ended May 31, 2012 and 2011 the Company’s revenues (included in discontinued operations) were principally derived from energy consulting services provided to several customers in Turkey.12

10LIQUIDITY AND CAPITAL RESOURCES

~~Table~~We have funded our operations through financing activities consisting primarily of ~~Contents~~private placements of debt and equity with outside investors. Our principal use of funds has been for long-term deposits in connection with the potential acquisition of shares of an entity, and for the operating expenses of the Company.

~~Income~~Our ~~Taxes~~cash balance as of May 31, 2013, was $687 compared to $299,298 as of May 31, 2012.

InDuring ~~accordance~~the ~~with~~year ended ~~ASC~~May ~~740~~31, ~~- Income Taxes~~2013, the ~~provision~~Company ~~for~~issued ~~income~~$0 ~~taxes~~of isequity ~~computed~~securities ~~using~~for ~~the~~cash, ~~asset~~$1,450,000 ~~and~~of ~~liability~~Preferred ~~method.~~D ~~Under~~securities ~~the~~for ~~asset~~cash, and ~~liability method~~$212,000 of ~~deferred~~convertible ~~income~~debentures ~~tax~~to ~~assets~~third party and ~~liabilities~~related ~~are~~party ~~determined~~investors. ~~based~~The onCompany ~~the~~also ~~differences~~made ~~between~~$130,000 ~~the~~of ~~financial~~payments ~~reporting~~to investors on convertible debentures and ~~tax~~converted ~~bases~~$4,343,364 of ~~assets~~convertible ~~and~~debt ~~liabilities~~ and ~~are~~accrued ~~measured~~interest ~~using~~into ~~the~~common ~~currently~~stock. ~~enacted~~The Company ~~tax~~received ~~rates~~non-interest ~~and~~bearing ~~laws.~~advances Afrom ~~valuation~~shareholders ~~allowance~~totaling is$67,600 ~~provided~~and ~~for~~made ~~the~~repayments ~~amount~~ of ~~deferred~~$172,266 ~~tax~~during ~~assets~~the ~~that~~year ended May 31, ~~based~~2013. onAs ~~available~~of ~~evidence~~May 31, ~~are~~2013, ~~not~~amounts ~~expected~~due to bethese ~~realized~~shareholders totaled $35,841.

~~The~~Liquidity ~~Company~~and ~~also~~Capital ~~follows~~Resources during the ~~guidance~~year ~~related~~ended toMay ~~accounting for income tax uncertainties. In accounting for uncertainty in income taxes~~31, ~~the~~2012 ~~Company~~compared ~~recognizes~~to the ~~financial~~year ~~statement~~ended benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, ~~2012 and~~ 2011.

~~Fair~~During the ~~value~~year ended May 31, 2012, the Company issued $72,000 of ~~financial~~equity ~~instruments~~securities for cash and $2,635,000 of convertible debentures to third party and related party investors. The Company also made $50,000 of payments to investors on convertible debentures and converted $119,846 of convertible debentures and accrued interest into common stock. The Company received non-interest bearing advances from shareholders totaling $205,672 and made repayments of $65,165 during the year ended May 31, 2012. As of May 31, 2012, amounts due to these shareholders totaled $140,507.

~~The~~Liquidity ~~carrying value of cash~~ and ~~cash~~Capital ~~equivalents,~~Resource ~~receivables,~~Plan for ~~accounts~~the ~~payable~~year ~~and~~ending ~~accrued~~May ~~expenses deferred revenue~~31, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.2014

~~Foreign~~During ~~currency~~the year ending May 31, 2014, the Company intends to fund its operations by raising proceeds from its current equity financing which will enable it to consummate its proposed acquisition of a natural resources mine in Brasil. Due to the expenses involved and capital required to acquire and commence revenue generating operations of the mine, it is not anticipated that the Company will generate additional working capital during the next fiscal year. The Company will be required to pursue working capital debt financing as well as project-specific debt financing to acquire and develop the mine. However, no assurance can be given that any such financing that the Company is pursuing will be available to us on favorable terms, if at all, and this may severely impact our current operations and delay the development of our alternative energy projects until additional funds are received by the Company.

~~The~~RESULTS ~~financial~~OF statements of the Company’s subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into the reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities. The capital accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. Translation adjustments are included in other comprehensive income (loss) within stockholders’ deficit.OPERATIONS

~~Gain~~Results orof ~~losses~~Operations ~~from~~for ~~foreign~~the ~~currency~~Year ~~transactions~~Ended May ~~are~~31, ~~recognized~~2013 inCompared ~~income.~~to the Year Ended May 31, 2012

~~Stock~~The ~~Based~~company ~~Payments~~had no revenues from continuing operations during the years ended May 31, 2013 and 2012. Revenues from discontinued operations for the year ended May 31, 2013 were $0 compared to $9,988 for the year ended May 31, 2012, a decrease of $9,988. This decrease was due to the Company discontinuing its Turkey operations and terminating its agreement to acquire BEST LLC.

WeOperating ~~account~~expenses for ~~share-based~~the ~~awards~~year ended May 31, 2013 from continuing operations were $3,337,775 compared to ~~employees~~$13,565,190 infor ~~accordance~~the ~~with~~year ~~ASC~~ended ~~718~~May ~~“Stock~~31, ~~Compensation”.~~2012, ~~Under~~a ~~this~~decrease ~~guidance~~of $10,227,415. This is primarily due to the decrease in stock-based compensation ~~expense~~of is$10,065,630 which ~~measured~~was atprimarily due to the ~~grant~~240 ~~date,~~Series ~~based~~A onpreferred shares issued for services during the year ended May 31, 2012 which had a fair value of $10,764,000. Operating expenses from discontinued operations for the ~~award,~~year ~~and~~ended isMay ~~recognized~~31, as2012 anwere ~~expense~~$0 ~~over~~compared to ~~over~~$14,917,138 for the ~~estimated~~year ~~service~~ended ~~period~~May ~~(generally~~31, ~~the~~2012. ~~vesting~~Operating ~~period)~~expenses onfor the ~~straight-line~~year ~~attribute~~ended ~~method. Share-based~~May ~~awards~~31, to2012 ~~non-employees~~primarily ~~are~~consisted ~~accounted~~of ~~for~~the impairment on the investment in ~~accordance~~the ~~with~~mining ~~ASC~~company ~~505-50~~of ~~“Equity”~~$13,859,231. ~~wherein~~There ~~such~~were ~~awards~~no ~~are~~operating ~~expensed~~expenses ~~over~~for the ~~period~~year inended ~~which~~May ~~the~~31, ~~related~~2013 ~~services~~as ~~are~~the Company ~~rendered~~discontinued at their ~~fair~~Turkey ~~value~~operations.

~~Recently issued accounting pronouncements~~13

~~Management~~The ~~does~~Company ~~not~~also ~~believe~~incurred ~~that~~net ~~any~~interest expense ~~recently~~of ~~issued~~$1,429,169 ~~but~~($316,765 ~~not~~is ~~yet~~reported ~~effective~~under ~~accounting~~discontinued ~~pronouncements~~operations) and $2,493,764 if($317,876 ~~adopted~~is reported under discontinued operations) during the years ended May 31, ~~would~~2013 ~~have~~and 2012, respectively. During the year ended May 31, 2013, this amount consisted primarily of $1,009,047 interest on the convertible debt (of which approximately $353,513 was non-cash amortization). During the year ended May 31, 2012, the Company incurred interest expense of $2,175,000 on the convertible debt (of which approximately $1,539,000 was non-cash amortization). The Company also incurred derivative gains of $416,282 and a ~~material~~loss ~~effect~~on extinguishment of debt for the year ended May 31, 2013 of $1,632,701. The Company also incurred derivative losses and a loss on extinguishment of debt for the ~~accompanying~~year ~~consolidated~~ended ~~financial~~May ~~statements~~31, 2012 of $143,417 and $827,593. Derivative gains during the year ended May 31, 2013 and losses during the year ended May 31, 2012 are substantially related to warrants issued with Preferred D subscriptions and $250,000 secured convertible debentures and related warrants issued with the debt which qualified for derivative accounting. Losses on extinguishment relate to the $250,000 secured convertible debenture and related warrants which were modified during the years ended May 31, 2013 and 2012 (see note 6).

~~Off-Balance~~As ~~Sheet~~a ~~Arrangements~~result, the Company incurred a net loss of $8,179,193 for the year ended May 31, 2013, compared with a net loss of $31,965,914 for the year ended May 31, 2012.

WeCRITICAL doACCOUNTING ~~not~~POLICIES ~~have~~AND 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 our investors.ESTIMATES

~~ITEM~~Use ~~7A-~~of ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~estimates

~~Not~~The ~~required~~preparation ~~for~~of ~~smaller~~financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting ~~companies~~period. Actual results could differ from these estimates.

~~ITEM~~Discontinued ~~8- FINANCIAL STATEMENTS~~Operations

~~The~~In ~~required~~accordance with ASC 205-20, Presentation of Financial Statements-Discontinued ~~and~~Operations (“ASC 205-20”), we reported the ~~notes~~results ~~thereto~~of ~~are~~our ~~contained~~Turkey inoperations as a ~~separate~~discontinued ~~section~~operation. ofThe ~~this~~application ~~report~~of ~~beginning~~ASC ~~with~~205-20 ~~the~~is ~~page~~discussed ~~following~~in ~~the~~Note ~~signature~~3 ~~page~~“Discontinued Operations”.

11Receivables

~~Table~~The Company extends unsecured credit to its customers in the ordinary course of ~~Contents~~business. An allowance for doubtful accounts is established and recorded based on management’s assessment of customer credit history, overall trends in collections and write-offs, and expected exposures based on facts and prior experience. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been unsuccessful. There was no allowance for doubtful accounts as of May 31, 2013 or 2012.

~~ITEM~~Property 9-and ~~CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~equipment

~~None~~Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, over the assets’ estimated useful lives. The estimated useful lives of furniture and equipment are 3-5 years. All property and equipment related to the operations in Turkey were written down to zero as of May 31, 2013.

~~ITEM 9A~~Long-lived ~~CONTROLS AND PROCEDURES.~~assets

~~Evaluation~~Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of ~~Disclosure~~an ~~Controls~~asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and ~~Procedures~~in that case, the asset is written down to fair value. Long-lived assets related to the operations in Turkey were fully impaired as of May 31, 2013.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls 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, regardless of how remote.14

AsRevenue of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our executive management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our executive management have concluded that our disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.recognition

~~Management’s~~The ~~Annual~~Company ~~Report~~recognizes onrevenue ~~Internal~~where ~~Control~~there is ~~over~~persuasive ~~Financial~~evidence ~~Reporting~~of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is determinable and collectability can be reasonably assured.

~~Our~~In ~~management~~instances iswhere ~~responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of~~ the ~~Exchange~~Company ~~Act.~~has ~~Our~~received cash ~~internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes,~~ in ~~accordance~~advance ~~with generally accepted accounting principles. Because~~ of ~~inherent~~meeting ~~limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~Company’s ~~that~~revenue ~~controls~~recognition ~~may become inadequate due to change in conditions~~criteria, ~~or that~~ the ~~degree~~Company ofrecords ~~compliance~~such ~~with~~as ~~the~~deferred ~~policies or procedures may deteriorate~~revenue.

~~Our~~During ~~management conducted an evaluation of~~ the ~~effectiveness~~year ofended ~~our~~May ~~internal control over financial reporting using the criteria as required by Section 404 of the Sarbanes-Oxley Act~~31, ~~management~~2012, ~~including testing using~~ the Company’s ~~criteria~~revenues ~~in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission~~ (~~“COSO”).~~included ~~Based on its evaluation, our management concluded that there is a material weakness~~ in ~~our~~discontinued ~~internal~~operations) ~~control~~were ~~over~~principally ~~financial~~derived ~~reporting.~~from Aenergy ~~material~~consulting ~~weakness~~services isprovided to aseveral ~~deficiency,~~customers ~~or a combination of control deficiencies,~~ in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basisTurkey.

~~The~~Income material weakness relates to the Company not having personnel with knowledge of generally accepted accounting principles and a lack of segregation of duties. Our executive management does not possess accounting expertise and our Company does not have an audit committee. This weakness was due to our lack of working capital to hire additional staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting principles by hiring a contractor and/or hiring additional accounting personnel.Taxes

~~The~~In ~~Company's~~accordance ~~management~~with ~~based~~ASC ~~its~~740 ~~evaluation~~- onIncome Taxes, ~~criteria~~the ~~set~~provision ~~forth~~for inincome ~~the~~taxes ~~framework~~is incomputed ~~Internal~~using ~~Control--Integrated~~the ~~Framework~~asset ~~issued~~and byliability method. Under the ~~Committee~~asset ofand ~~Sponsoring~~liability ~~Organizations~~method, deferred ofincome ~~the~~tax ~~Treadway~~assets ~~Commission.~~and ~~Based~~liabilities are determined based on ~~that~~the ~~assessment,~~differences ~~management~~between ~~has~~the ~~concluded~~financial ~~that~~reporting and tax bases of assets and liabilities and are measured using the ~~Company's~~currently ~~internal~~enacted ~~control~~tax ~~over~~rates ~~financial~~and ~~reporting~~laws. ~~was~~A ~~not~~valuation ~~effective~~allowance asis provided for the amount of ~~May~~deferred 31tax assets that, ~~2012~~based on available evidence, are not expected to be realized.

~~This~~The ~~Annual~~Company ~~Report~~also onfollows ~~Form~~the ~~10-K~~guidance ~~does~~related to ~~not~~accounting ~~include~~for anincome ~~attestation~~tax ~~report~~uncertainties. ofIn accounting for uncertainty in income taxes, the Company’s ~~registered~~recognizes ~~public~~the ~~accounting~~financial statement ~~firm~~benefit ~~regarding~~of ~~internal~~a ~~control~~tax ~~over~~position ~~financial~~only ~~reporting~~after determining that the relevant tax authority would more likely than not sustain the position following an audit. ~~Management’s~~For ~~report~~tax ~~was~~positions meeting the more likely than not ~~subject~~threshold, tothe amount recognized in the ~~attestation~~consolidated financial bystatements is the ~~Company’s~~largest ~~registered~~benefit ~~public~~that ~~accounting~~has ~~firm~~a ~~pursuant~~greater tothan ~~rules~~50% likelihood of ~~the~~being ~~SEC~~realized ~~that~~upon ~~permit~~ultimate settlement with the ~~Company~~relevant totax ~~provide~~authority. ~~only~~No ~~management’s~~liability ~~report~~for inunrecognized ~~this~~tax ~~annual~~benefits ~~report~~was recorded as of May 31, 2013 and 2012.

12Fair value of financial instruments

~~Table~~The carrying value of ~~Contents~~cash and cash equivalents, receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

~~Changes~~Foreign ~~in Internal Controls over Financial Reporting~~currency

~~There~~The ~~have~~financial ~~been~~statements noof ~~changes~~the Company’s subsidiary in ~~our~~Turkey, ~~internal~~for ~~controls~~which ~~over~~the ~~financial~~functional ~~reporting~~currency oris inthe ~~other~~local ~~factors~~currency, ~~that~~Turkish ~~could~~Lira ~~materially~~(TRY ~~affect,~~ or TRL), are ~~reasonably~~translated ~~likely~~into tothe reporting ~~affect~~currency, ~~our~~U.S. ~~internal~~dollars, ~~controls~~using ~~over~~the ~~financial~~exchange ~~reporting~~rate ~~during~~at the ~~year~~balance ~~ended~~sheet ~~May~~date ~~31,~~for ~~2012~~all assets and liabilities. ~~There~~The ~~have~~capital accounts ~~not~~are ~~been~~translated ~~any~~at ~~significant~~historical ~~changes~~exchange inrates prevailing at the ~~Company's~~time ~~critical~~of ~~accounting~~the ~~policies~~transactions ~~identified~~while ~~since~~income ~~the~~and ~~Company~~expenses ~~filed~~items are ~~its~~translated ~~Form~~at ~~10-K~~the average exchange rate for the ~~year~~period. ~~ended~~Translation ~~May~~adjustments ~~31,~~are ~~2011~~included in other comprehensive income (loss) within stockholders’ deficit.

~~ITEM~~Gain ~~9B-~~or ~~OTHER~~losses ~~INFORMATION~~from foreign currency transactions are recognized in income.

~~None.~~Stock Based Payments

~~ITEM~~We 10account for share-based ~~DIRECTORS~~awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, ~~EXECUTIVE~~stock ~~OFFICERS~~compensation expense is measured at the grant date, ~~PROMOTERS~~based ~~AND~~on ~~CONTROL~~the ~~PERSONS;~~fair ~~COMPLIANCE~~value ~~WITH~~of ~~SECTION~~the 16award, and is recognized as an expense over over the estimated service period (agenerally the vesting period) OFon ~~THE~~the ~~EXCHANGE~~straight-line ~~ACT~~attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered at their fair value.

~~(a) Identification of Directors and Executive Officers.~~15

~~The~~Recently ~~following~~issued ~~table~~accounting ~~sets forth information regarding the Company’s directors and executive officers and their respective positions as of May 31, 2012:~~pronouncements

Name	Age	Officer or Director Since	Position
Ryan E. Hart	36	2009	Director, Chief Executive Officer and Chief Financial Officer
James Davidson	65	2011	Director
Kaveh Meghdadpour	38	2011	Director

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

~~Ryan E. Hart, Executive Chairman – Mr. Hart is a Swiss~~Off-~~American~~Balance ~~financial~~Sheet investor based in Istanbul and New York. After working several years at Credit Suisse and UBS in the fields of Equity Trading and Portfolio Management, Mr. Hart founded Mirus Investments AG in 2004 as an alternative investment advisor (with a strong focus on hedge funds and venture capital) to independent asset managers and high net-worth individuals. Since the inception of Mirus Investments, Mr. Hart and his clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial resources and network to execute their business plans and create sustainable shareholder value. The Company concluded that Mr. Hart’s extensive experience in financing make him an ideal candidate to serve in these capacitiesArrangements

~~James~~We ~~Davidson,~~do ~~Director~~not –Ahave ~~veteran~~any ofoff-balance ~~two~~sheet ~~decades~~arrangements that inhave ~~the~~or ~~mining~~are ~~business,~~reasonably ~~Mr.~~likely ~~Davidson was a founding director of Anatolia Minerals Development, whose ascent~~ to ~~success~~have ~~started with~~ a ~~single~~current ~~mine~~or infuture ~~Turkey.~~effect Heon ~~helped~~our ~~steward~~financial ~~Anatolia's growth from a penny stock to its recent transformation into Alacer Gold Corporation~~condition, ~~(TSX:ASR~~changes -in ~~News)~~financial ~~an intermediate gold producer with 400~~condition,~~000~~ revenues ~~ounces~~or ~~of gold output annually~~expenses, ~~and~~results ~~a market cap approaching $3-billion. Aside from building Anatolia, Mr. Davidson helped found and developed other successful companies. Two~~ of ~~these reached a market capitalization of $1-billion~~operations, ~~two others reached market valuations of +$500-million~~liquidity, ~~and~~capital ~~approximately~~expenditures ~~a dozen that achieved market values of $100-million~~ or ~~more.~~capital ~~This~~resources includes Uranium Energy Corporation; Hana Mining Ltd., which subsequently spun off New Hana Copper Mining Ltd.; Agora Publishing and NewsMax Media. Davidson was also a founder of New Oroperu Resources and Ouro do Brasil Holdings, of which he is chairman. He is also a Director of California Gold Corp. and the non-executive chairman of Passport Potash Inc. The Company concluded that ~~Mr.~~are ~~Davidson’s~~material ~~extensive experience in the operations of early stage companies make him an ideal candidate~~ to ~~serve~~our ~~in these capacities~~investors.

13ITEM 7A- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Table~~Not ofrequired ~~Contents~~for smaller reporting companies.

~~Kaveh~~ITEM ~~Meghdadpour,~~8- ~~Director~~FINANCIAL – Mr. Meghdadpour graduated St. John’s University, Queens, NY with a B.S. in Finance from the Tobin School of Business in 1996. He spent 12 years in the automotive industry, serving as a Director of Finance and General Sales Manager at several large Toyota and Lexus dealerships in Dallas and Ft. Worth, Texas. Mr. Meghdadpour also worked with the South West Toyota distributorship (Gulf States Toyota Finance Group) as a District and Senior Regional Manager. Currently a multi franchise U.S. lawns Commercial Landscaping Firm Owner. As a new start up franchise owner he has grown to annual sales of over $1 million in 3 years. The Company concluded that Mr. Meghdadpour’s extensive experience in finance make him an ideal candidate to serve in these capacities.STATEMENTS

~~(b)~~The ~~Significant~~required ~~Employees~~Financial Statements and the notes thereto are contained in a separate section of this report beginning with the page following the signature page.

~~None.~~ITEM 9- CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~(c) Family Relationships~~None.

~~None~~ITEM 9A- CONTROLS AND PROCEDURES.

~~(d)~~Evaluation ~~Involvement~~of inDisclosure ~~Certain~~Controls ~~Legal~~and ~~Proceedings.~~Procedures

~~There~~Disclosure ~~have~~controls ~~been~~and noprocedures ~~events~~include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under ~~any~~the ~~bankruptcy~~Securities ~~act~~Exchange Act of 1934, noas ~~criminal~~amended ~~proceedings~~(the "Act") is accumulated and nocommunicated to ~~judgments,~~the ~~injunctions~~issuer's management, ~~orders~~including its principal executive and principal financial officers, or ~~decrees~~persons ~~material~~performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the ~~evaluation~~design of any system of controls is based in part upon certain assumptions about the ~~ability~~likelihood of future events, and ~~integrity~~there ofcan be no assurance that any ~~director,~~design will ~~executive~~succeed ~~officer,~~in ~~promoter~~achieving orits ~~control~~stated ~~person~~goals ofunder ~~Company~~all ~~during~~potential ~~the~~future ~~past~~conditions, ~~five~~regardless ~~years~~of how remote.

~~(e)~~As ~~The~~of ~~Board~~the end of ~~Directors~~the ~~acts~~period ascovered by this Annual Report on Form 10-K, we carried out an evaluation, under the ~~Audit~~supervision ~~Committee~~and with the participation of our executive management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our executive management have concluded that our disclosure controls and procedures are not effective because of the ~~Board~~identification of ~~has~~a nomaterial ~~separate~~weakness ~~committees~~in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

WeManagement’s ~~have~~Annual noReport ~~qualified~~on ~~financial~~Internal ~~expert~~Control atover Financial ~~this~~Reporting time because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert. We intend to continue to search for a qualified individual for hire.

~~AUDIT~~Our ~~COMMITTEE~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Although our bylaws provide for the appointment of one, we are not yet required to have an Audit Committee as a result of the fact that our common stock is not considered a “listed security” as defined in Rule 10A-3 of the Exchange Act. There are currently no audit committee members that meet the criteria of “Financial Expert,” however we are actively working to appoint a “Financial Expert” in the current year.16

~~CODE~~Our OFmanagement ~~ETHICS~~conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria as required by Section 404 of the Sarbanes-Oxley Act, management, including testing using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

AsThe material weakness relates to the Company not having personnel with knowledge of ~~May~~generally ~~31,~~accepted ~~2012,~~accounting weprinciples. ~~have~~Our executive management does not ~~adopted~~possess aaccounting expertise ~~Code~~and ofour ~~Ethics~~Company ~~for~~does ~~Financial~~not ~~Executives,~~have ~~which~~an ~~would~~audit ~~include~~committee. This weakness was due to our ~~principal~~lack ~~executive~~of ~~officer,~~working ~~principal~~capital ~~financial~~to ~~officer,~~hire ~~principal~~additional staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting ~~officer~~principles by orhiring ~~controller,~~a contractor and/or ~~persons~~hiring ~~performing~~additional ~~similar~~accounting ~~functions~~personnel.

~~EMPLOYMENT~~The ~~ARRANGEMENTS~~Company's management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial reporting was not effective as of May 31, 2013.

~~None~~This ofAnnual ~~the~~Report ~~Company's~~on ~~officers,~~Form ~~directors,~~10-K ~~advisors~~does ornot include ~~key~~an ~~employees~~attestation ~~are~~report ~~currently~~of ~~party to employment agreements with~~ the Company.’s ~~The~~registered ~~Company~~public ~~has~~accounting nofirm ~~pension,~~regarding ~~health,~~internal ~~annuity,~~control ~~bonus,~~over ~~insurance~~financial reporting. ~~profit~~Management’s ~~sharing~~report orwas ~~similar~~not ~~benefit~~subject ~~plans;~~to ~~however,~~the attestation by the Company’s ~~may~~registered ~~adopt~~public ~~such~~accounting ~~plans~~firm pursuant into ~~the~~rules ~~future.~~of ~~There~~the ~~are~~SEC ~~presently~~that nopermit ~~personal~~the ~~benefits~~Company ~~available~~to ~~for~~provide ~~directors,~~only ~~officers~~management’s orreport ~~employees~~in ofthis ~~the~~annual ~~Company~~report.

14Changes in Internal Controls over Financial Reporting

~~Table~~There ofhave ~~Contents~~been no changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the year ended May 31, 2013. There have not been any significant changes in the Company's critical accounting policies identified since the Company filed its Form 10-K for the year ended May 31, 2013

~~TurkPower~~This ~~Corporation~~annual ~~2011~~report ~~Omnibus~~does ~~Equity~~not ~~Incentive~~include ~~Plan~~an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.

~~TurkPower’s~~ITEM ~~Board~~9B- ofOTHER ~~Directors~~INFORMATION (the “Board”) administers the 2011 Omnibus Equity Incentive Plan ("2011 Plan"), which was adopted by the Board effective August 29, 2011. The purpose of the 2011 Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders. The 2011 Plan provides for the direct issuance of Awards including stock options, restricted stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in the future), as well as all of the Company’s consultants and advisors that are natural persons, are eligible to the awards under the 2011 Plan. The administrator is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term and exercisability. Stock and options may be granted for services rendered or to be rendered. The 2011 Plan shall terminate on the tenth anniversary of the date it was adopted unless sooner termination by the Board in accordance with its terms; provided, however, that such expiration shall not affect awards then outstanding, and the terms and conditions of the 2011 Plan shall continue to apply to such awards. A total of 20,000,000 shares of Common Stock have been authorized for issuance under the 2011 Plan. As of May 31, 2012, 17,666,667 shares had been issued under the 2011 Plan.

~~[Awards Under the 2011 Plan]~~None.

InITEM ~~connection~~10 ~~with~~- ~~the adoption of the 2011 Plan~~DIRECTORS, onEXECUTIVE ~~August 29~~OFFICERS, ~~2011,~~PROMOTERS ~~the~~AND ~~Board~~CONTROL PERSONS; ~~approved~~COMPLIANCE ~~grants~~WITH toSECTION certain of our named executive officers. Aykut Ferah, our Chief Executive Officer and Chief Financial Officer, was granted 5,000,000 stock options and Ryan E. Hart, our Executive Chairman, was granted 5,000,000 stock options. The stock options granted to Messrs. Ferah and Hart have an exercise price equal to $0.35 per share of common stock covered by the stock options, and will become exercisable at such time as the Company achieves a market capitalization of $150 million or annual EBITDA of $7.5 million or in the event that the Company merges with or is acquired by another company 16(~~whichever event first occurs~~a). ~~The~~OF ~~stock~~THE ~~options~~EXCHANGE toACT ~~each executive have a term of 10 years following the date of grant and are subject to forfeiture in the event that the executive is terminated by the Company for cause.~~

~~ITEM~~(a) 11Identification -of ~~EXECUTIVE~~Directors ~~COMPENSATION~~and Executive Officers.

The following ~~Summary~~table ~~Compensation~~sets ~~Table~~forth ~~shows certain compensation~~ information ~~for~~regarding ~~each of~~ the ~~Named~~Company’s directors ~~Executive~~and ~~Officers.~~executive ~~Compensation~~officers ~~data~~and istheir ~~shown~~respective ~~for~~positions ~~the~~as ~~years~~of ~~ended~~ May 31, ~~2012 and 2011. This information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred.~~2013:

Name and Principal Position	Year	Salary		Bonus ($)		Restricted Stock Award(s) ($)		Option Awards(#)		Nonequity Incentive Plan		All Other Compensation ($)		Total ($)
Ryan Hart,	2012	$	-	$	-	$	-	$	5,000,000	$	-	$	48,000	$	48,000
Chief Executive Officer and Financial Officer	2011	$	-	$	-	$	-		-	$	-	$	-	$	-
James Davidson,	2012	$	-	$	-	$	473,657		-	$	-	$	50,000	$	523,657
Director	2011	$	-	$	-	$	772,247		-	$	-	$	-	$	772,247
Kaveh Meghdadpour,	2012	$	-	$	-	$	-		-	$	-	$	5,000	$	5,000
Director	2011	$	-	$	-	$	-		500,000	$	-	$	171,666	$	171,666
Richard Schaeffer,	2012	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2011	$	-	$	-	$	-		250,000	$	-	$	69,027	$	69,027

Name	Age	Officer or Director Since	Position
Daniel J. Kunz	61	2013	Executive Chairman of the Board of Directors; Chief Executive Officer
Ryan E. Hart	37	2009	Vice Chairman of the Board of Directors; President; [Chief Financial officer]
Juvenil Felix	74	2012	Director
Edward Dowling	58	2012	Director
Adriano Espeschit	48	2012	Director; Chief Operating officer
Mustafa Aksoy	36	2012	Director
Jose Mendo de Souza	74	2012	Director

~~Table~~Daniel J. Kunz, Executive Chairman of ~~Contents~~the Board of Directors, Chief Executive Officer- Mr. Kunz was co-founder and served as the Chief Executive Officer and a director of U. S. Geothermal Inc. from March 2000 and December 2003, respectively, until April 19, 2013, of which he also served as President from December 2003 to September 2011. Mr. Kunz has more than 30 years of experience in international mining, engineering and construction, including, marketing, business development, management, accounting, finance and operations. Mr. Kunz served as Chairman of the Board of U.S. Cobalt Inc. from March 2000 to December 2004. He was senior vice president and Chief Operating Officer of Ivanhoe Mines Ltd. from 1997 until October 2000, and served as its President, Chief Executive Officer and Director from November 2000 until March 2003. From March 2003 until March 2004, Mr. Kunz served as President and CEO of Ivanhoe’s subsidiary Jinshan Gold Mines Inc. Prior thereto, Mr. Kunz was a founder of and directed the 1993 initial public offering of the NASDAQ listed MK Gold Company for which he served as President, Chief Executive Officer and a Director. Also, for 17 years from January 1979 to December 1993 Mr. Kunz held executive positions with NYSE listed Morrison Knudsen Corporation including Vice President and Controller. Mr. Kunz holds a Masters of Business Administration, a Bachelor of Science in Engineering and an associate accounting degree. He is currently a director at Chesapeake Gold Corp. and its subsidiary Gunpoint Exploration Ltd, Silver Bull Resources, Kazax Minerals Inc., and Kenai Resources Ltd. The Registrant determined that Mr. Kunz’s experience of more than 30 years in international mining, engineering and construction, plus and his many years of senior management and NYSE, NASDAQ and TSX director experience, rendered him suitably qualified to serve as its Chief Executive Officer and Executive Chairman

~~Outstanding~~Ryan ~~Equity~~E. ~~Awards~~Hart, Vice Chairman of the Board of Directors, President, Chief Financial Officer– Mr. Hart is a Swiss-American financial investor based in Istanbul and New York. After working several years at ~~Fiscal~~Credit ~~Year~~Suisse and UBS in the fields of Equity Trading and Portfolio Management, Mr. Hart founded Mirus Investments AG in 2004 as an alternative investment advisor (with a strong focus on hedge funds and venture capital) to independent asset managers and high net-~~End~~worth individuals. Since the inception of Mirus Investments, Mr. Hart and his clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial resources and network to execute their business plans and create sustainable shareholder value. The Company concluded that Mr. Hart’s extensive experience in financing make him an ideal candidate to serve in these capacities.

~~The~~(b) ~~following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of May 31, 2012~~Significant Employees.

	Option awards							Stock awards
Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Ryan E. Hart		-		5,000,000	$	0.35	8/28/2021		-		-		-		-
James Davidson		-		-		-	-		-		-		-		-
Kaveh Meghdadpour		200,000		300,000	$	0.35	01/3/2015		-		-		-		-

None.

~~Directors~~(c) ~~Equity~~Family ~~Compensation~~Relationships.

~~Kaveh Meghdadpour~~None.

On(d) ~~January~~Involvement 3,in ~~2011,~~Certain ~~the~~Legal ~~Company granted 500,000 options to purchase shares of its common stock to Kaveh Meghdadpour upon becoming a member of the Board~~Proceedings. 100,000 of the stock options vested immediately and are exercisable for 3 years from the vesting date of January 3, 2011. The director’s remaining 400,000 stock options will vest ratably 100,000 per year over the next four years provided that the director serves as a director for each 12 month period. Each 100,000 stock option tranche shall be exercisable for three years from the date each tranche vests. The stock options granted to Mr. Meghdadpour have an exercise price equal to $0.35 per share and are governed by the terms of the 2011 Plan. The intrinsic value and fair value for these options on the grant date was $22,500 and $171,666, respectively.

~~James~~There ~~Davidson~~have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past five years.

On(e) ~~April~~The ~~13, 2011 the Company issued 2,000,000 fully vested shares of common stock to James Davidson upon becoming a member of the~~ Board. ~~The stock price~~ of ~~the~~Directors ~~Company~~acts on April 13, 2011 was $0.355 per share. The Company recorded stock compensation expense of $710,000 during the year ended May 31, 2011. In addition, the Director received an additional 2,000,000 restricted shares of common stock, which will vest after 18 months of continuous service for the Company as ~~a Director. The Company determined~~ the Audit ~~grant~~Committee ~~date of these shares was April 13, 2011~~ and ~~will record an additional $710,000 of stock compensation expense over~~ the 18Board ~~months~~has ~~term,~~no ofseparate ~~which the Company recognized stock compensation expense of $473,657 during the year ended May 31, 2012~~committees. ~~The Company will record future stock compensation expense of $174,096 in connection with this restricted stock grant.~~

~~Richard~~We ~~Schaeffer~~have no qualified financial expert at this time because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert. We intend to continue to search for a qualified individual for hire.

On May 2, 2011, the Company issued 250,000 stock options to purchase shares of its common stock to Richard Schaeffer upon becoming a member of the Board. These options were granted with an exercise price of $0.35 per share, were fully vested at issuance, are exercisable for 3 years from the vesting date of May 2, 2011 and are governed by the terms of the 2011 Plan. The intrinsic value and fair value for these stock options on the grant date was $10,000 and $69,027, respectively.18

~~Cash~~AUDIT ~~Compensation~~COMMITTEE

~~Kaveh~~Although ~~Meghdadpour~~our ~~receives~~bylaws $5provide for the appointment of one,~~000~~ inwe ~~cash~~are ~~for~~not ~~each~~yet ~~Board~~required ~~meeting~~to hehave ~~attends.~~an ~~James~~Audit ~~Davidson~~Committee ~~receives~~as ~~$50,000~~a inresult ~~cash~~of ~~each~~the ~~year~~fact ~~payable~~that our common stock is not considered a “listed security” as defined in ~~monthly~~Rule ~~installments~~10A-3 of the Exchange Act. NoIn ~~other~~March, ~~directors~~2013, ~~currently~~Mustafa ~~receive~~Aksoy ~~cash~~was ~~compensation.~~elected, ~~All~~as ~~directors~~an independent member, to the Company’s Board of Directors and the Chair of the Company’s ~~are~~Audit ~~reimbursed~~Committee. ~~for~~Due ~~business~~to ~~expenditures~~his ~~incurred~~education inand ~~connection~~extensive experience, ~~with~~we ~~performing~~believe ~~their~~Mr. ~~services~~Aksoy asmeets ~~directors~~the criteria of ~~the~~an ~~Company~~independent director and an “Audit Committee Financial Expert” as provided in Release 33-8173 and 34-47235.

16CODE OF ETHICS

~~Table~~As of ~~Contents~~May 31, 2013, we have not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

~~The~~EMPLOYMENT ~~table below shows the aggregate cash paid, and stock awards issued, to the non-employee directors during the year ended May 31, 2012 in accordance with the descriptions set forth above:~~ARRANGEMENTS

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)		Total ($)
James Davidson		50,000		-		-		50,000
Richard Schaeffer		-		-		-		-
Kaveh Meghdadpour		5,000		-		-		5,000

None of the Company's officers, directors, advisors or key employees are currently party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are presently no personal benefits available for directors, officers or employees of the Company.

~~(1)~~2011 ~~Amounts~~Omnibus inEquity ~~this~~Incentive ~~column represent the grant date fair value of stock awards granted during the year ended May 31, 2012, in accordance with ASC Topic 718.~~Plan

Zinco’s Board of Directors (2the “Board”) administers the 2011 Omnibus Equity Incentive Plan ("2011 Plan"), which was adopted by the Board effective August 29, 2011. The ~~table~~purpose ~~below~~of ~~shows~~the 2011 Plan is to provide a means through which the ~~number~~Company and its affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of ~~stock~~the ~~options~~Company ~~held~~and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by ~~each~~reference to the value of ~~our~~the ~~non-employee~~Company’s ~~directors~~common stock, asthereby strengthening their commitment to the welfare of ~~May~~the ~~31,~~Company ~~2012~~and its affiliates and aligning their interests with those of the Company’s stockholders. The ~~options~~2011 ~~owned~~Plan byprovides ~~Richard~~for ~~Schaeffer~~the ~~are~~direct ~~fully~~issuance ~~vested~~of Awards including stock options, restricted stock awards and ~~were~~unrestricted ~~forfeited~~stock asawards. All of ~~May~~the 31Company’s employees, ~~2012.~~officers ~~200~~and directors (including persons who have entered into an agreement with the Company under which they will be employed by the Company in the future),~~000~~ as well as all of the ~~options~~Company’s ~~owned~~consultants byand ~~Kaveh~~advisors ~~Meghdadpour~~that are ~~vested~~natural ~~and~~persons, are eligible to the ~~remaining~~awards ~~300~~under the 2011 Plan. The administrator is authorized to determine the terms of each award granted under the plan,~~000~~ ~~options~~including ~~will~~the ~~vest~~number ~~ratably~~of ~~100~~shares,~~000~~ ~~per~~exercise ~~year~~price, ~~over~~term and exercisability. Stock and options may be granted for services rendered or to be rendered. The 2011 Plan shall terminate on the ~~next~~tenth ~~three~~anniversary ~~years~~of the date it was adopted unless sooner termination by the Board in accordance with its terms; provided, however, that such expiration shall not affect awards then outstanding, and the ~~director~~terms ~~serves~~and asconditions aof ~~director~~the 2011 Plan shall continue to apply to such awards. A total of 20,000,000 shares of Common Stock have been authorized for ~~each~~issuance 12under ~~month~~the ~~period~~2011 Plan.

Name	Grant Date		No. of Securities Underlying Unexercised Options				Option Exercise Price ($)
Kaveh Meghdadpour	01/03/2011			500,000				0.35

Awards Under the 2011 Plan

~~Equity~~In ~~Compensation~~connection with the adoption of the 2011 Plan, ~~Information~~on August 29, 2011, the Board approved grants to certain of our named executive officers. Aykut Ferah, our Chief Executive Officer and Chief Financial Officer, was granted 5,000,000 stock options and Ryan E. Hart, our Executive Chairman, was granted 5,000,000 stock options. The stock options granted to Messrs. Ferah and Hart have an exercise price equal to $0.35 per share of common stock covered by the stock options, and will become exercisable at such time as the Company achieves a market capitalization of $150 million or annual EBITDA of $7.5 million or in the event that the Company merges with or is acquired by another company (whichever event first occurs). The stock options to each executive have a term of 10 years following the date of grant and are subject to forfeiture in the event that the executive is terminated by the Company for cause.

~~The following table summarizes share and exercise information about the Company's equity compensation plans as of May 31, 2012.~~19

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities included in column 1)
Stock Options			17,666,667			$	0.35				2,333,333

ITEM 11 - EXECUTIVE COMPENSATION

~~ITEM~~The 12following -Summary ~~SECURITY~~Compensation ~~OWNERSHIP~~Table shows OFcertain ~~CERTAIN~~compensation ~~BENEFICIAL~~information ~~OWNERS~~for ~~AND~~each ~~MANAGEMENT~~of ~~RELATED~~the ~~STOCKHOLDER~~Named ~~MATTERS~~Executive Officers. Compensation data is shown for the years ended May 31, 2013 and 2012. This information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred.

The following table sets forth, as of May 31, 2012, information known to us about the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding shares of our common stock.

Name and Principal Position	Year	Salary		Bonus ($)		Restricted Stock Award(s) ($)		Option Awards(#)		Nonequity Incentive Plan		All Other Compensation ($)		Total ($)
Daniel J. Kunz (a)	2013
Executive Chairman of the Board of Directors, Chief Executive Officer	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Ryan Hart, (b)	2013	$	-	$	-	$	-		-		-	$	-	$	-
President and Financial Officer; Vice Chairman of the Board of Directors	2012	$	-	$	-	$	-		5,000,000	$	-	$	48,000	$	48,000

James Davidson,	2013	$	-	$	-	$	-		-	$	-	$	_____	$	_______
Director (c)	2012	$	-	$	-	$	-		-	$	-	$	[__]	$	[_]

Kaveh Meghdadpour,	2013	$	-	$	-	$	-		-	$	-	$	____	$	_____
Director (d)	2012	$	-	$	-	$	-		-	$	-	$	5,000	$	5,000

Edward Dowling,	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Jose Mendo de Souza	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Adriano Espeschit,	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director and Chief Operating Officer	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Mustafa Aksoy,	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Ahmet Calik,	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

Juvenil Felix,	2013	$	-	$	-	$	-		-	$	-	$	-	$	-
Director	2012	$	-	$	-	$	-		-	$	-	$	-	$	-

~~Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which~~ (a) ~~person~~Was ~~exercises~~elected ~~sole~~on orJune ~~shared voting or investment power. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of September~~ 17, ~~2012,~~2013 ~~and not subject~~ to ~~repurchase~~serve as Executive Chairman of ~~that date, are deemed to be outstanding for calculating~~ the ~~percentage~~Board of ~~outstanding~~Directors ~~shares of the person holding these options~~and, ~~but~~effective ~~are not deemed to be outstanding for calculating the percentage of any other person. The percentage of ownership is based on shares outstanding as of~~ September 171, ~~2012.~~ ~~Unless otherwise indicated~~2013, ~~the~~its ~~address~~Chief ~~for~~Executive ~~those listed below is c/o TurkPower Corporation, 100 Park Avenue, Suite 1600, New York, New York 10017~~Officer.

(b) Served as Chief Executive Officer under September 1, 2013. On June 17, 2013 was appointed to serve as Vice Chairman of the Board of Directors.

~~Table~~(c) Was elected in June, 2013 to serve as Chief Executive Officer and Chairman of ~~Contents~~the Board of Directors and subsequently resigned of all capabilities on December 20, 2012.

~~The table also shows the number of shares beneficially owned as of September 17, 2012 by each of the individual directors and executive officers and by all directors and executive officers as a group.~~20

Name of Beneficial Owner	Title of Class	Beneficial Ownership(1)		Percent of Class(2)
Commodore Commodity Corp. (3)	Series A Preferred Stock		5,973,196		9.6	%
Ryan E. Hart (4) Director, Chief Executive Officer and Chief Financial Officer	Common Stock		9,000,000		3.6	%
James Davidson, Director	Common Stock		2,000,000		*
Kaveh Meghdadpour, Director (5)	Common Stock		150,000		*

(d) Resigned as a director on September 26, 2012.

*Outstanding ~~Less~~Equity ~~than~~Awards 1% at Fiscal Year-End

~~(1)~~The ~~"Beneficial~~following ~~Owner"~~table ~~means~~sets ~~having~~forth orfor ~~sharing,~~each named ~~directly~~executive orofficer ~~indirectly~~certain ~~(i)~~information ~~voting~~concerning ~~power, which includes~~ the ~~power~~outstanding toequity ~~vote~~awards oras ~~to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition,~~ of ~~shares~~May ~~of the common stock of an issuer. The definition of beneficial ownership includes shares~~31, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days2013. ~~Unless otherwise indicated, the beneficial owner has sole voting and investment power.~~

(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 246,002,365 shares of Common Stock outstanding as of September 17, 2012 and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.

	Option awards								Stock awards
Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Ryan E. Hart		-		5,000,000	$	0.35		8/28/2021		-		-		-		-
James Davidson		-		-		-		-		-		-		-		-
Kaveh Meghdadpour		-		-		-		-		-		-		-		-

~~(3)~~Directors ~~Each~~Equity ~~share~~Compensation ~~of Series A Preferred Stock votes as 260,000 shares of Common Stock.~~

~~(4)~~Kaveh Effective November 16, 2011, the Board of Directors of TurkPower appointed Mr. Ryan E. Hart as Interim Chief Executive Officer and Interim Chief Financial Officer of TurkPower, to serve at the pleasure of the Board of Directors.Meghdadpour

~~(5)~~On ~~Includes~~January 3, 2011, the Company granted 500,000 options to purchase shares of ~~Common~~its ~~Stock~~common stock to Kaveh Meghdadpour upon becoming a member of the Board. 100,000 of the stock options vested immediately and are exercisable for 3 years from the vesting date of January 3, 2011. The director’s remaining 400,000 stock options will vest ratably 100,000 per year over the next four years provided that ~~may~~the director serves as a director for each 12 month period. Each 100,000 stock option tranche shall be ~~acquired~~exercisable ~~upon~~for three years from the date each tranche vests. The stock options granted to Mr. Meghdadpour have an exercise price equal to $0.35 per share and are governed by the terms of the 2011 Plan. The intrinsic value and fair value for these options on the grant date was $22,500 and $171,666, respectively.

~~(b)~~James ~~Director Independence.~~Davidson

~~Although~~On April 13, 2011, the Company isissued ~~not~~2,000,000 fully vested shares of common stock to James Davidson upon becoming a ~~listed~~member ~~issuer~~of the Board. The stock price of the Company on April 13, ~~under~~2011 was $0.355 per share. The Company recorded stock compensation expense of $710,000 during the ~~NASDAQ~~year ~~definition~~ended May 31, 2011. In addition, the Director received an additional 2,000,000 restricted shares of ~~“independence”~~common stock, ~~Messrs~~which will vest after 18 months of continuous service for the Company as a Director. ~~Davidson~~The Company determined the grant date of these shares was April 13, ~~Meghdadpour~~2011 and will ~~Schaeffer~~record ~~qualify~~an asadditional ~~independent~~$710,000 ~~directors~~of stock compensation expense over the 18 months term, of which the Company recognized stock compensation expense of $119,306 during the year ended May 31, 2012. The Company will record future stock compensation expense of $590,694 in connection with this restricted stock grant.

~~(c)~~Richard ~~Securities Authorized for Issuance Under Equity Compensation Plans.~~Schaeffer

~~There~~On ~~were~~May no2, ~~securities~~2011, the Company issued ~~under~~250,000 stock ~~equity~~options ~~compensation~~to ~~plans~~purchase asshares of ~~May~~its ~~31,~~common ~~2012~~stock to Richard Schaeffer upon becoming a member of the Board. ~~See~~These ~~Item~~options 10were granted with an exercise price of $0.35 per share, were fully vested at issuance, are exercisable for a3 ~~description~~years from the vesting date of May 2, 2011 and are governed by the terms of the 2011 Plan,. ~~which~~The ~~was~~intrinsic ~~adopted~~value and fair value for these stock options on ~~August~~the 29grant date was $10,000 ~~2011~~and $69,027, respectively.

1821

~~Table~~Cash ~~of Contents~~Compensation

~~ITEM~~Kaveh 13Meghdadpour -receives ~~CERTAIN~~$5,000 ~~RELATIONSHIPS~~in ~~AND~~cash for ~~RELATED~~each ~~TRANSACTIONS~~Board meeting he attends. James Davidson receives $50,000 in cash each year payable in monthly installments. No other directors currently receive cash compensation. All directors of the Company are reimbursed for business expenditures incurred in connection with performing their services as directors of the Company.

~~Except~~The astable ~~otherwise~~below ~~disclosed~~shows ~~herein,~~the ~~there~~aggregate ~~have~~cash paid, ~~been~~and nostock ~~related~~awards ~~party transactions~~issued, orto ~~any~~the ~~other~~non-employee ~~transactions~~directors orduring ~~relationships,~~the ~~including~~year ~~matters~~ended ~~related~~May ~~to director independence~~31, ~~required~~2013 toin beaccordance ~~disclosed~~with ~~pursuant~~the todescriptions set ~~Items~~forth ~~404 or 407(a) of Regulation S-B.~~above:

ITEM 14- PRINCIPAL ACCOUNTING FEES AND SERVICES

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)		Total ($)
James Davidson		50,000		-		-		50,000
Richard Schaeffer		-		-		-		-
Kaveh Meghdadpour		5,000		-		-		5,000

The following table sets forth the aggregate fees billed to us for fiscal years ended May 31, 2012 and 2011 by Malone Bailey, LLP, the Company’s independent registered public accounting firm:

(1)	Amounts in this column represent the grant date fair value of stock awards granted during the year ended May 31, 2013, in accordance with ASC Topic 718.
(2)	The table below shows the number of stock options held by each of our non-employee directors as of May 31, 2013. The options owned by Richard Schaeffer are fully vested. 200,000 of the options owned by Kaveh Meghdadpour are vested and the remaining 300,000 options will vest ratably 100,000 per year over the next three years provided that the director serves as a director for each 12 month period.

	2012				2011
Name	Grant Date		No. of Securities Underlying Unexercised Options				Option Exercise Price ($)
Audit Fees (1)	$	88,600			$	57,700
Kaveh Meghdadpour	01/03/2011			500,000				0.35
Audit Related Fees (2)		-				-
Tax Fees (3)		-				2,500
Total Fees paid to auditor	$	88,600			$	60,200

~~(1)~~Equity ~~Audit~~Compensation ~~fees~~Plan consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Malone Bailey, LLP in connection with statutory and regulatory filings or engagements.Information

~~(2)~~The ~~Audit-Related~~following ~~fees~~table ~~consist~~summarizes ofshare ~~fees billed for assurance~~ and ~~related~~exercise ~~services~~information about ~~that are reasonably related to~~ the ~~performance of the audit or review of~~ Company’'s ~~consolidated~~equity ~~financial~~compensation ~~statements~~plans ~~and~~as ~~are~~of ~~not~~May ~~reported~~31, ~~under "Audit Fees"~~2013.

(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities included in column 1)
Stock Options			17,666,667			$	0.35				2,333,333

~~ITEM 15- EXHIBITS~~22

~~(a)~~ITEM ~~Exhibits:~~12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

~~EXHIBITS~~The following table sets forth, as of May 31, 2012, information known to us about the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding shares of our common stock.

31.1		Chief Executive Officer and Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

Beneficial ownership of shares is determined under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of August 19, 2011, and not subject to repurchase as of that date, are deemed to be outstanding for calculating the percentage of outstanding shares of the person holding these options, but are not deemed to be outstanding for calculating the percentage of any other person. The percentage of ownership is based on 125,303,158 shares of voting common stock outstanding as of August 19, 2011. Unless otherwise indicated, the address for those listed below is c/o Zinco Do Brasil, Inc., 100 Park Avenue, Suite 1600, New York, New York 10017.

*The ~~Filed~~table ~~herewith~~also shows the number of shares beneficially owned as of May 31, 2013 by each of the individual directors and executive officers and by all directors and executive officers as a group.

Name of Beneficial Owner	Title of Class	Beneficial Ownership(1)		Percent of Class(2)

Daniel Kunz	Common Stock		1,000,000		4.2	%
Ryan E. Hart (4) Director, Chief Executive Officer and Chief Financial Officer	Common Stock		600,000		2.5	%
Edward Dowling	Series D Preferred Stock		50,000		*	%
	Common Stock		833,334		3.5	%
Jose Mendo de Souza	Common Stock		560,271		*	%
Mustafa Askoy	Series D Preferred Stock		50,000		*	%
	Common Stock		833,334		3.5	%
Juvenil Felix	Common Stock		330,000		1.3	%
Adriano Epeschit	Common Stock		560,271		2.4	%
All Officers and Directors as a Group (8 Persons)						%

~~Table~~(1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of ~~Contents~~shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.

~~SIGNATURES~~(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 162,300,414 shares of Common Stock outstanding as of April 19, 2012, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.

Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, TurkPower Corporation has duly caused this report to be signed on its behalf by the undersigned persons, and in the capacities so indicated on September 17, 2012.23

~~TurkPower~~(3) ~~Corporation~~Includes ~~By:~~2,500,000 ~~/s/~~shares ~~Ryan~~owned ~~Hart~~directly. Each ~~Name:~~share ~~Ryan~~of ~~Hart~~Series ~~Title:~~A ~~Chief~~Preferred ~~Executive~~Stock ~~Officer~~votes ~~and~~as ~~Chief~~260,000 ~~Financial~~shares ~~Officer~~of ~~(Principal~~Common ~~Executive~~Stock. ~~Officer~~The address for Seacrest Trading Corporation SA. is 2, Route D’Oron, 1010 Lausanne, Switzerland. Ajoy Garapati holds voting and ~~Principal~~dispositive ~~Financial~~voting ~~Officer)~~power for Seacrest Trading Corporation SA.

~~Pursuant~~(4) toEffective ~~the~~November ~~requirements~~16, of2011, the ~~Securities~~Board of ~~Exchange~~Directors ~~Act~~ of ~~1934,~~TurkPower ~~this~~appointed ~~report~~Mr. ~~has~~Ryan ~~been~~E. ~~signed~~Hart ~~below~~as byInterim ~~the~~Chief ~~following~~Executive ~~persons~~Officer onand ~~behalf~~Interim ofChief ~~the~~Financial ~~registrant~~Officer ~~and~~of TurkPower, into ~~the~~serve ~~capacities~~at ~~and~~the onpleasure of the ~~dates~~Board ~~indicated~~of ~~below~~Directors.

Signature	Title	Date
/s/ Ryan E. Hart	Chief Executive Officer and Chief Financial Officer	September 17, 2012
Ryan E. Hart
/s/ James Dale Davidson	Director	September 17, 2012
James Dale Davidson

(5) Includes shares of Common Stock that may be acquired upon exercise of warrants.

20(b) Director Independence.

~~Table~~Although the Company is not a listed issuer, under the NASDAQ definition of ~~Contents~~“independence”, Messrs. Davidson, Meghdadpour and Schaeffer qualify as independent directors.

~~TURKPOWER~~(c) ~~CORPORATION~~Securities Authorized for Issuance Under Equity Compensation Plans.

FINANCIAL STATEMENTS	Page #
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of May 31, 2012 and 2011	F-3
Consolidated Statements of Operations for the Years Ended May 31, 2012 and 2011	F-4
Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended May 31, 2012 and 2011	F-5
Consolidated Statements of Cash Flows for the Years Ended May 31, 2012 and 2011	F-6
Notes to the Consolidated Financial Statements	F-7

There were no securities issued under equity compensation plans as of May 31, 2013. See Item 10 for a description of the 2011 Plan, which was adopted on August 29, 2011.

FITEM 13 - 1CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

~~Table~~Except as otherwise disclosed herein, there have been no related party transactions, or any other transactions or relationships, including matters related to director independence, required to be disclosed pursuant to Items 404 or 407(a) of ~~Contents~~Regulation S-B.

~~REPORT~~ITEM OF14- ~~INDEPENDENT~~PRINCIPAL ~~REGISTERED~~ACCOUNTING ~~PUBLIC~~FEES ~~ACCOUNTING~~AND ~~FIRM~~SERVICES

ToThe following table sets forth the ~~Board~~aggregate fees ofbilled ~~Directors~~to us for fiscal years ended May 31, 2013 and ~~Stockholders~~2012 ofby Malone Bailey, LLP, the Company’s independent registered public accounting firm:

TurkPower Corporation

	2013		2012

Audit Fees (1)	$	90,000	$	88,600
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-

Total Fees paid to auditor	$	90,000	$	88,600

~~New~~(1) ~~York~~Audit fees consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Malone Bailey, ~~New~~LLP ~~York~~in connection with statutory and regulatory filings or engagements.

~~We have audited the accompanying consolidated balance sheets of TurkPower Corporation and its subsidiaries~~ (~~collectively~~2) ~~“the~~Audit-Related ~~Company”)~~fees asconsist of ~~May~~fees billed ~~31,~~for ~~2012~~assurance and ~~2011 and the~~ related ~~consolidated~~services ~~statements~~that ofare ~~operations~~reasonably ~~and~~related ~~comprehensive~~to ~~income,~~the ~~stockholders'~~performance ~~deficit,~~of ~~and cash flows for~~ the ~~years~~audit ~~then~~or ~~ended.~~review ~~These financial statements are the responsibility~~ of ~~the~~ Company'’s consolidated ~~management.~~financial ~~Our~~statements ~~responsibility~~and isare tonot ~~express~~reported anunder ~~opinion~~"Audit ~~on these financial statements based on our audits~~Fees".

~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board~~ (~~United States~~3). ~~Those~~Tax ~~standards~~fees ~~require~~consist ~~that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~fees ~~misstatement.~~billed ~~The~~for professional ~~Company~~services isrendered not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for ~~designing~~tax ~~audit procedures that are appropriate in the circumstances~~compliance, ~~but~~tax ~~not~~advice ~~for~~and ~~the~~tax ~~purpose~~planning of(domestic ~~expressing~~and ~~an opinion on the effectiveness of the Company's internal control over financial reporting~~international). ~~Accordingly,~~These weservices ~~express~~include assistance noregarding ~~such opinion. An audit also includes examining~~federal, onstate ~~a test basis, evidence supporting the amounts~~ and ~~disclosures~~international intax ~~the financial statements~~compliance, ~~assessing~~acquisitions ~~the accounting principles used~~ and ~~significant~~international ~~estimates~~tax ~~made by management, as well as evaluating the overall financial statement presentation~~planning. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InITEM ~~our~~15- ~~opinion,~~EXHIBITS the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TurkPower Corporation and its subsidiaries as of May 31, 2012 and 2011 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The accompanying financial statements have been prepared assuming that the Company will continue as~~ (a) going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses from operations and has a working capital deficit as of May 31, 2012 which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Exhibits:

~~/s/MaloneBailey, LLP~~24

~~www.malone-bailey.com~~EXHIBITS

Houston, Texas

31.1		Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*

*		Filed herewith

~~September 14, 2012~~25

FZinco -Do 2Brasil, Inc.

~~Table~~(Formerly ofTurkPower ~~Contents~~Corporation)

TurkPower Corporation

FINANCIAL STATEMENTS	Page #

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of May 31, 2013 and 2012	F-3

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended May 31, 2013 and 2012	F-4

Consolidated Statements of Stockholders’ Deficit for the Years Ended May 31, 2013 and 2012	F-5

Consolidated Statements of Cash Flows for the Years Ended May 31, 2013 and 2012	F-6

Notes to the Consolidated Financial Statements	F-7

~~Consolidated Balance Sheets~~F-1

	May 31,
	2012			2011
ASSETS
Current assets:
Cash	$	299,298		$	217,312
Prepaid expenses		-			10,000
Assets of discontinued operations		-			238,189
Total current assets		299,298			465,501
Assets of discontinued operations		-			1,228,909
TOTAL ASSETS	$	299,298		$	1,694,410
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	150,349		$	142,722
Accrued interest		896,417			214,630
Related party payable		140,507			-
Derivative liabilities		508,819			-
Convertible debt – related party, net of unamortized discount of $- and $24,178 as of May 31, 2012 and 2011, respectively		393,159			398,981
Convertible debt, net of unamortized discount of $267,718 and $680,014 as of May 31, 2012, and 2011, respectively		3,782,282			694,986
Liabilities of discontinued operations		2,168,047			1,340,539
Total current liabilities		8,039,580			2,791,858
Stockholders' Deficit:
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 240 and 0 shares issued or outstanding as of May 31, 2012 and 2011, respectively		-			-
Common stock: $0.0001 par value; 300,000,000 shares authorized; 150,750,414 and 99,993,158 shares issued and outstanding as of May 31, 2012 and 2011, respectively		15,075			9,999
A Additional paid-in capital		30,503,074			5,362,610
Subscription receivable		-			(70,000	)
Accumulated other comprehensive income		177,819			40,400
Accumulated deficit		(38,403,391	)		(6,437,477	)
Total stockholder’s deficit of TurkPower Corporation		(7,707,423	)		(1,094,468	)
Non-controlling interest		(32,859	)		(2,980	)
Total stockholders’ deficit		(7,740,282	)		(1,097,448	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	299,298		$	1,694,410

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~See~~To ~~accompanying~~the ~~notes~~Board toof ~~the~~Directors ~~consolidated~~and ~~financial~~Stockholders ~~statements.~~of

FZinco -do 3Brasil, Inc.

~~Table~~(formerly ofTurkPower ~~Contents~~Corporation)

~~TurkPower~~New ~~Corporation~~York, New York

~~Consolidated~~We ~~Statements~~have audited the accompanying consolidated balance sheets of ~~Operations~~Zinco do Brasil, Inc. and ~~Comprehensive~~its ~~Loss~~subsidiaries (collectively “the Company”) as of May 31, 2013 and 2012 and the related consolidated statements of operations and comprehensive loss, stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

	Year Ended May 31,
	2012			2011
Revenue	$	-		$	-
Professional fees		324,292			249,487
Selling, general and administrative expenses		13,240,898			3,887,851
Total operating expenses		13,565,190			4,137,338
Loss from operations		(13,565,190	)		(4,137,338	)
Other expenses:
Derivatives, net		143,417			-
Interest expense		2,175,888			521,820
Loss on extinguishment of debt		827,593			-
Total other expense, net		3,146,898			521,820
Loss from continuing operations		(16,712,088	)		(4,659,158	)
Loss from discontinued operations		(15,283,705	)		(1,207,888	)
Net loss		(31,995,793	)		(5,867,046	)
Net loss attributable to non-controlling interest		29,879			2,416
Net loss attributable to TurkPower Corporation	$	(31,965,914	)	$	(5,864,630	)
Basic and diluted loss per common share:
Loss from continuing operations	$	(0.12	)	$	(0.04	)
Loss from discontinued operations	$	(0.11	)	$	(0.01	)
Net loss per share	$	(0.23	)	$	(0.05	)
Weighted average number of common shares outstanding – basic and diluted		138,073,312			111,221,215
Comprehensive loss
Net loss	$	(31,995,793	)	$	(5,867,046	)
Translation adjustments		137,419			47,879
Comprehensive loss		(31,858,374	)		(5,819,167	)
Comprehensive loss attributable to non-controlling interest		29,879			2,416
Comprehensive loss attributable to TurkPower Corporation	$	(31,828,495	)	$	(5,816,751	)

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

~~See~~In ~~accompanying~~our ~~notes~~opinion, to the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Zinco do Brasil, Inc. and its subsidiaries as of May 31, 2013 and 2012 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

FThe -accompanying 4financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses from operations and has a working capital deficit as of May 31, 2013 which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~/s/MaloneBailey, ~~of Contents~~LLP

~~TurkPower Corporation~~www.malone-bailey.com

~~Consolidated~~Houston, ~~Statements of Stockholders’ Equity Deficit~~Texas

~~For~~September ~~the years ended May 31~~13, ~~2012 and 2011~~2013

																	Accumulated
	Series A																Other						Non-			Total
	Preferred				Common						Paid-in			Subscription			Comprehensive			Deficit			Controlling			Stockholders'
	Stock		Amount		Stock			Amount			Capital			Receivable			Income			Accumulated			Interest			Equity(Deficit)
Balance, May 31, 2010		-	$	-		112,575,000		$	11,257		$	1,004,970		$	-		$	(7,479	)	$	(572,847	)	$	(564	)	$	435,337
Cancellation of common shares		-		-		(20,750,000	)		(2,075	)		2,075			-			-			-			-			-
Stock issued for 2010 stock sale		-		-		750,000			75			(75	)		-			-			-			-			-
Issuance of common stock with convertible debt		-		-		1,018,159			102			255,712			-			-			-			-			255,814
Beneficial conversion feature		-		-		-			-			509,114			-			-			-			-			509,114
Issuance of common stock
for cash		-		-		1,349,999			135			170,365			(70,000	)		-			-						100,500
Stock-based compensation		-		-		5,050,000			505			3,420,449			-			-			-			-			3,420,954
Translation adjustments		-		-		-			-			-			-			47,879			-			-			47,879
Net loss		-		-		-			-			-			-			-			(5,864,630	)		(2,416	)		(5,867,046	)
Balance, May 31 2011		-	$	-		99,993,158		$	9,999		$	5,362,610		$	(70,000	)	$	40,400		$	(6,437,477	)	$	(2,980	)	$	(1,097,448	)
Issuance of common stock for purchase of Mining Company		-		-		40,000,000			4,000			11,221,000			-			-			-			-			11,225,000
Issuance of warrants for purchase of Mining Company		-		-		-			-			587,173			-			-			-			-			587,173
Subscription receivable		-		-		-			-			-			70,000			-			-			-			70,000
Issuance of common stock with convertible debt		-		-		3,521,363			352			530,043			-			-			-			-			530,395
Beneficial conversion feature		-		-		-			-			409,734			-			-			-			-			409,734
Stock issued in conversion and extinguishment of debt		-		-		4,125,893			413			744,477			-			-			-			-			744,890
Issuance of common stock for cash		-		-		2,000,000			200			1,800			-			-			-			-			2,000
Stock-based compensation		-		-		1,110,000			111			834,546			-			-			-			-			834,657
Stock option expense		-		-		-			-			47,691			-			-			-			-			47,691
Issuance of preferred shares for services		240		-		-			-			10,764,000			-			-			-			-			10,764,000
Translation adjustments		-		-		-			-			-			-			137,419			-			-			137,419
Net loss		-		-		-			-			-			-			-			(31,965,914	)		(29,879	)		(31,995,793	)
Balance, May 31, 2012		240	$	-		150,750,414		$	15,075		$	30,503,074		$	-		$	177,819		$	(38,403,391	)	$	(32,859	)	$	(7,740,282	)

F-2

~~See~~Zinco ~~accompanying~~Do ~~notes~~Brasil, ~~to the consolidated financial statements~~Inc.

F(Formerly -TurkPower 5Corporation)

~~Table~~Consolidated ofBalance ~~Contents~~Sheets

TurkPower Corporation

	May 31,
	2013			2012
ASSETS
Current assets:
Cash	$	687		$	299,298
Total current assets		687			299,298

Other assets:
Deposit on acquisition of Zinco do Brasil Mineracao Ltda.		210,320			-

TOTAL ASSETS	$	211,007		$	299,298

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	328,645		$	150,349
Accrued interest		412,323			896,417
Related party payable		35,841			140,507
Derivative liabilities		499,646			508,819
Convertible debt - related party, net of unamortized discount of $492 and $- as of May 31, 2013 and May 31, 2012, respectively		31,508			393,159
Convertible debt, net of unamortized discount of $51,156 and $267,718 as of May 31, 2013 and May 31, 2012, respectively		1,173,844			3,782,282
Liabilities of discontinued operations		2,450,307			2,168,047
Total current liabilities		4,932,114			8,039,580

Total liabilities		4,932,114			8,039,580

Stockholders' Deficit:
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 and 240 shares issued and outstanding as of May 31, 2013 and 2012, respectively		-			-
Series B Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding as of May 31, 2013 and 2012, respectively		-			-
Series C Preferred stock: $0.001 par value; 1,100,000 shares authorized; 1,074,999 and 0 shares issued and outstanding as of May 31, 2013 and 2012, respectively		1,075			-
Series D Preferred Stock: $0.001 par value; 1,200,000 shares authorized; 150,000 and 0 shares issued and outstanding as of May 31, 2013 and 2012, respectively		150			-
Common stock: $0.0001 par value; 300,000,000 shares authorized; 23,563,850 and 10,050,028 shares issued and outstanding as of May 31, 2013 and 2012, respectively		2,356			1,005
Additional paid-in capital		41,678,431			30,517,144
Accumulated other comprehensive income		212,324			177,819
Accumulated deficit		(46,582,584	)		(38,403,391	)
Total stockholders' deficit of Zinco Do Brasil, Inc.		(4,688,248	)		(7,707,423	)
Non-controlling interest		(32,859	)		(32,859	)
Total deficit		(4,721,107	)		(7,740,282	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	211,007		$	299,298

~~Consolidated~~See ~~Statements~~accompanying ofnotes ~~Cash~~to ~~Flows~~the consolidated financial statements.

	Year Ended May 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(31,995,793	)	$	(5,867,046	)
Less: Loss from discontinued operations		15,283,705			1,207,888
Net loss from continuing operations		(16,712,088	)		(4,659,158	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock option expense		47,691			-
Loss on derivatives		143,417			-
Amortization of deferred financing costs		20,000			-
Stock-based compensation		11,598,657			3,420,954
Amortization of debt discount		1,539,456			350,496
Loss on debt extinguishment		827,593			-
Changes in operating assets and liabilities:
Prepaid expenses		10,000			-
Accounts payable and accrued expenses		869,260			236,384
Cash used in continuing operations		(1,656,014	)		(651,324	)
Cash used in discontinued operations		(215,160	)		(483,233	)
NET CASH USED IN OPERATIONS		(1,871,174	)		(1,134,557	)
C CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in discontinued operations		(920,247	)		(625,574	)
CASH USED IN INVESTING ACTIVITIES:		(920,247	)		(625,574	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred financing costs		(20,000	)		-
Proceeds from issuance of convertible debt		2,635,000			875,000
Payments on convertible debt		(50,000	)		(20,000	)
Proceeds from issuance of related party debt		-			50,000
Payments on related party debt		-			(40,000	)
Advances from related parties		205,672			-
Payments on advances from related parties		(65,165	)		-
Proceeds from sale of common stock		72,000			100,500
Cash provided by continuing operations		2,777,507			965,500
Cash provided by discontinued operations		-			813,926
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,777,507			1,779,426
EFFECT OF EXCHANGE RATES ON CASH		95,900			133,043
NET CHANGE IN CASH AND CASH EQUIVALENTS		81,986			152,338
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		217,312			64,974
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	299,298		$	217,312
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	7,612		$	103,082
Cash paid for income taxes	$	-		$	-
NONCASH INVESTING AND FINANCING ACTIVITIES
Debt discount due to common stock issued with debt and beneficial conversion feature	$	940,129		$	764,929
Debt discount due to derivative liabilities issued with convertible debt	$	162,853		$	-
Conversion of accounts payable- related party into related party debt	$	20,000		$	-
Conversion of accounts payable to debt	$	140,000		$	-
Conversion of convertible debt to equity	$	119,846		$	-
Fair value of common stock issued to Seller of the Mining Company	$	11,225,000		$	-
Fair value of warrants issued to Seller of the Mining Company	$	587,173		$	-
Long-term deposit used to pay line of credit	$	-		$	660,552
Payment of related party payable through issuance of convertible debt	$	-		$	55,822
Payment of short-term debt through issuance of convertible debt	$	-		$	10,000
Payment of accounts payable through issuance of convertible debt	$	-		$	5,837
Conversion of advances from shareholder to convertible debt	$	-		$	71,500
Reclassification of deferred revenue to accounts payable	$	-		$	186,072
Subscription receivable for issuance of common stock	$	-		$	70,000
Cancelled shares	$	-		$	2,075

F-3

~~See~~Zinco ~~accompanying~~Do ~~notes~~Brasil, ~~to the consolidated financial statements~~Inc.

F(Formerly -TurkPower 6Corporation)

~~Table~~Consolidated Statements of ~~Contents~~Operations and Comprehensive Loss

TurkPower Corporation

	Year Ended May 31,
	2013			2012

Professional fees	$	395,585		$	324,292
Selling, general and administrative expenses		2,942,190			13,240,898
Total operating expenses		3,337,775			13,565,190
Loss from operations		(3,337,775	)		(13,565,190	)

Other (income) expense:
Derivatives (gain) loss		(416,282	)		143,417
Interest expense		1,112,404			2,175,888
Loss on extinguishment of debt		1,632,701			827,593
Debt conversion expense		2,195,830			-
Total other expense		4,524,653			3,146,898

Loss from continuing operations		(7,862,428	)		(16,712,088	)
Loss from discontinued operations		(316,765	)		(15,283,705	)

Net loss		(8,179,193	)		(31,995,793	)
Net loss attributable to non-controlling interest		-			29,879
Net loss attributable to Zinco Do Brasil, Inc.		(8,179,193	)		(31,965,914	)
Deemed dividend related to incremental beneficial conversion feature on preferred stock		(522,876	)		-
Preferred dividends		(41,589	)		-
Net loss attributable to Zinco Do Brasil, Inc.’s common stockholders	$	(8,743,658	)	$	(31,965,914	)

Basic and diluted loss per common share:
Loss from continuing operations	$	(0.45	)	$	(1.82	)
Loss from discontinued operations	$	(0.01	)	$	(1.66	)
Net loss per share	$	(0.46	)	$	(3.48	)

Weighted average number of common shares outstanding - basic and diluted		18,808,560			9,204,887

Comprehensive loss
Net loss	$	(8,179,193	)	$	(31,995,793	)
Foreign currency translation adjustments		34,505			137,419
Total comprehensive loss		(8,144,688	)		(31,858,374	)
Comprehensive loss attributable to non-controlling interests		-			29,879
Comprehensive net loss attributable to Zinco Do Brasil, Inc.	$	(8,144,688	)	$	(31,828,495	)

~~Notes~~See accompanying notes to ~~Consolidated~~the ~~Financial~~consolidated financial ~~Statements~~statements.

~~May 31, 2012 and 2011~~F-4

~~NOTE~~Zinco 1Do –Brasil, ~~ORGANIZATION AND OPERATIONS~~Inc.

~~TurkPower Corporation~~ (~~“we”,~~Formerly ~~“our”, “~~TurkPower” ~~or the “Company”~~Corporation) has been a Turkish-American consulting and service operations firm and junior mining company. TurkPower offers its domestic and international clients consulting services and plans to act as a full service operator for wind, hydro, solar, coal and geothermal energy parks in Turkey..

InConsolidated ~~November~~Statement of ~~2011,~~Stockholders’ Deficit ~~the Company ceased all operations in Turkey and has been attempting to sell its Turkish subsidiary. During 2012, the Company impaired its entire mining company investment.~~

~~NOTE~~For 2the –years ~~SUMMARY~~ended OFMay ~~SIGNIFICANT~~31, ~~ACCOUNTING~~2013 ~~POLICIES~~and 2012

Principles of Consolidation

																								Accumulated								Total
	Preferred Stock Series A					Preferred Stock Series C				Preferred Stock Series D				Common Stock				Additional Paid-in			Subscription			Other Comprehensive		Accumulated			Non-Controlling			Stockholders' Equity
	Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Receivable			Income		Deficit			Interest			(Deficit)
Balance, May 31 2011															6,666,210	$	667	$	5,371,942		$	(70,000	)	$	40,400	$	(6,437,477	)	$	(2,980	)	$	(1,097,448	)
Issuance of common stock for purchase of Mining Company		-			-		-		-		-		-		2,666,667		267		11,224,733			-			-		-			-			11,225,000
Issuance of warrants for purchase of Mining Company		-			-		-		-		-		-		-		-		587,173			-			-		-			-			587,173
Subscription receivable		-			-		-		-		-		-		-		-		-			70,000			-		-			-			70,000
Issuance of common stock with convertible debt		-			-		-		-		-		-		234,758		23		530,372			-			-		-			-			530,395
Beneficial conversion feature		-			-		-		-		-		-		-		-		409,734			-			-		-			-			409,734
Stock issued in conversion and extinguishment of debt		-			-		-		-		-		-		275,060		28		744,862			-			-		-			-			744,890
Issuance of common stock for cash		-			-		-		-		-		-		133,333		13		1,987			-			-		-			-			2,000
Stock-based compensation															74,000		7		834,650			-											834,657
Stock option expense		-			-		-		-		-		-		-		-		47,691			-			-		-			-			47,691
Issuance of preferred shares for services		240			-		-		-		-		-		-		-		10,764,000			-			-		-			-			10,764,000
Foreign currency translation adjustments		-			-		-		-		-		-		-		-		-			-			137,419		-			-			137,419
Net loss		-			-		-		-		-		-		-		-		-			-					(31,965,914	)		(29,879	)		(31,995,793	)
Balance, May 31, 2012		240			-		-		-		-		-		10,050,028		1,005		30,517,144			-			177,819		(38,403,391	)		(32,859	)		(7,740,282	)
Stock issued in conversion and extinguishment of debt		-			-		-		-		-		-		3,710,574		371		8,171,524			-			-		-			-			8,171,895
Issuance of common stock with convertible debt		-			-		-		-		-		-		2,133		-		1,953			-			-		-			-			1,953
Issuance of Series D convertible preferred stock for cash		-			-		-		-		150,000		150				-		1,077,506			-			-		-			-			1,077,656
Stock-based compensation		-			-		-		-						869,022		87		1,454,018			-			-		-			-			1,454,105
Stock-based compensation -warrants		-			-		-		-		-		-				-		126,613			-			-		-			-			126,613
Stock issued to settle accounts payable and accrued expenses		-			-		-		-		-		-		60,379		6		68,050			-			-		-			-			68,056
Conversion of Series A Preferred Shares to common stock		(240	)		-		-		-		-		-		4,160,000		416		(416	)		-			-		-			-			-
Stock issued as a deposit on acquisition of Zinco do Brasil		-			-		1,074,999		1,075		-		-		4,711,714		471		208,774			-			-		-			-			210,320
Debt discount related to beneficial conversion feature		-			-		-		-		-		-		-		-		53,265			-			-		-			-			53,265
Foreign currency translation adjustments		-			-		-		-		-		-		-		-		-			-			34,505		-			-			34,505
Net loss		-			-		-		-		-		-		-		-		-			-			-		(8,179,193	)		-			(8,179,193	)
Balance, May 31, 2013		-			-		1,074,999	$	1,075		150,000	$	150		23,563,850	$	2,356	$	41,678,431		$	-		$	212,324	$	(46,582,584	)	$	(32,859	)	$	(4,721,107	)

~~The~~See accompanying ~~consolidated~~notes ~~financial~~to ~~statements include~~ the ~~accounts~~consolidated financial ~~of its wholly owned US subsidiary, TurkPower USA Corporation and its foreign subsidiary, Turkpower Enerji San~~statements. ~~Ve Tic. A.S., of which the Company has a 99.8% controlling interest. All significant intercompany balances and transactions have been eliminated in the consolidation.~~

~~Use of estimates~~F-5

~~The~~Zinco ~~preparation~~Do ofBrasil, financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting periodInc. ~~Actual results could differ from these estimates.~~

~~Discontinued~~(Formerly ~~Operations~~TurkPower Corporation)

InConsolidated ~~accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial~~ Statements~~-Discontinued~~ ~~Operations, we reported the results~~ of ~~our~~Cash ~~Turkey operations as a discontinued operation. This is discussed in Note~~Flows ~~4 “Discontinued Operations”.~~

Cash and Cash Equivalents

	Year Ended May 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,179,193	)	$	(31,995,793	)
Less: loss from discontinued operations		316,765			15,283,705
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on derivatives		(416,282	)		143,417
Stock-based compensation		1,580,718			11,646,348
Amortization of deferred financing costs		-			20,000
Amortization of debt discount		324,054			1,539,456
Loss on debt extinguishment		1,632,701			827,593
Gain on settlement of accrued expenses		(24,583	)		-
Debt conversion expense		2,195,830			-
Changes in operating assets and liabilities:
Prepaid expenses and advances		-			10,000
Accounts payable and accrued expenses		844,045			869,260
Cash used in continuing operations		(1,725,945	)		(1,656,014	)
Cash used in discontinued operations		-			(215,160	)
NET CASH USED IN OPERATIONS		(1,725,945	)		(1,871,174	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash used in discontinued operations		-			(920,247	)
CASH USED IN INVESTING ACTIVITIES		-			(920,247	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Series D convertible preferred stock, net of		1,450,000			-
Proceeds from issuance of convertible debt		180,000			2,635,000
Proceeds from issuance of convertible debt - related party		32,000			-
Payments on convertible debt		(130,000	)		(50,000	)
Payment of deferred financing costs		-			(20,000	)
Advances from related parties		67,600			205,672
Payments on advances from related parties		(172,266	)		(65,165	)
Proceeds from sale of common stock		-			72,000
CASH PROVIDED BY FINANCING ACTIVITIES		1,427,334			2,777,507

EFFECT OF EXCHANGE RATES ON CASH		-			95,900

NET CHANGE IN CASH AND CASH EQUIVALENTS		(298,611	)		81,986

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		299,298			217,312

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	687		$	299,298

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	164,240		$	7,612
NONCASH INVESTING AND FINANCING ACTIVITIES
Debt discount due to common stock issued with debt and beneficial conversion feature	$	73,218		$	940,129
Debt discount due to derivative liabilities issued with convertible debt	$	34,765		$	162,853
Derivative liabilities due to warrants issued with Series D Preferred Stock	$	372,344		$	-
Conversion of accounts payable- related party into related party debt	$	-		$	20,000
Conversion of accounts payable to debt		-			140,000
Common stock issued to settle accrued expenses	$	68,056		$	-
Conversion of convertible debt and accrued interest to equity	$	4,343,364		$	119,846
Interest converted to debt principal	$	25,000		$	-
Conversion of Series A Preferred Stock to common stock	$	416		$	-
Fair value of common stock issued as a deposit to Sellers of Zinco do Brasil Mineracao Ltda.	$	210,320		$	-
Fair value of common stock issued to Sellers of the Mining Company	$	-		$	11,225,000
Fair value of warrants issued to Sellers of the Mining Company	$	-		$	587,173

~~The~~See ~~Company~~accompanying ~~considers~~notes ~~all highly liquid investments purchased with an original maturity of three months or less~~ to bethe ~~cash~~consolidated financial ~~equivalents~~statements.

~~Trade receivables and allowance for doubtful accounts~~F-6

~~The~~Zinco ~~Company~~Do extends unsecured credit to its customers in the ordinary course of business. An allowance for doubtful accounts is established and recorded based on management’s assessment of customer credit historyBrasil, ~~overall trends in collections and write-offs, and expected exposures based on facts and prior experience~~Inc. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been unsuccessful. There was no allowance for doubtful accounts as of May 31, 2012 and 2011.

~~Property~~(Formerly ~~and~~TurkPower ~~equipment~~Corporation)

~~Property~~Notes ~~and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged~~ to ~~expense~~Consolidated asFinancial incurred. Depreciation is provided on a straight-line basis, over the assets’ estimated useful lives. The estimated useful lives of furniture and equipment are 3 – 5 years. All property and equipment related to the operations in Turkey was written down to zero as of May 31, 2012.Statements

FMay -31, 72013 and 2012

~~Table~~NOTE of1 ~~Contents~~– ORGANIZATION AND OPERATIONS

~~Long~~Zinco Do Brasil, Inc. (formerly TurkPower Corporation) was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the purpose of developing e-~~lived~~commerce ~~assets~~website to sell ink printer cartridges and toner. On September 28, 2012, an amendment was filed with and approved by the Secretary of State of Delaware to (i) change the name of the Company to Zinco do Brasil, Inc., (ii) effect a reverse split on a 1:15 basis and (iii) increase the number of the Company’s authorized shares of capital stock from 310,000,000 shares to 810,000,000 of which 800,000,000 shares are common stock with a par value $0.0001 per share and 10,000,000 shares are preferred stock with a par value $0.0001 per share. The amended Articles of Incorporation were approved by the State of Delaware effective September 28, 2012.

~~Long-lived~~The ~~assets~~reverse ~~held~~split ~~and~~does ~~used~~not byaffect the number ~~Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount~~ of ancommon ~~asset~~shares ~~may~~authorized ~~not~~for ~~be recoverable~~issuance. ~~For~~ ~~purposes~~All ofshare ~~evaluating~~and ~~the~~per ~~recoverability~~share ofinformation ~~long-lived~~has ~~assets,~~been ~~the~~retroactively ~~Company~~adjusted ~~considers~~to ~~various~~reflect the ~~factors,~~reverse ~~including~~stock ~~future~~split ~~cash~~in ~~flows, to determine whether~~ the ~~carrying~~financial ~~amount~~statements ~~exceeds fair value,~~ and in ~~that case,~~ the ~~asset~~notes isto ~~written~~financial ~~down~~statements tofor ~~fair~~all ~~value. Long-lived~~periods ~~assets~~presented, ~~related~~ to reflect the ~~operations~~reverse instock ~~Turkey~~split ~~were~~as ~~fully~~if ~~impaired~~it asoccurred ofat ~~May~~beginning ~~31,~~of ~~2012~~the ~~(see~~comparable ~~Note 4)~~year.

~~Deferred~~NOTE ~~costs~~2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~During~~Principles ~~2010, the Company entered into an agreement with a third party to participate in a consulting arrangement. The Company was required to pay consulting fees~~ of $200,000 to the third party and in return would receive a portion of any fees collected. The consulting fees paid to the third party were deferred in 2010. The Company subsequently determined that the asset was not realizable and expensed the amount during the year ended May 31, 2011.Consolidation

~~Revenue~~The ~~recognition~~accompanying consolidated financial statements include the accounts of its wholly owned US subsidiary, TurkPower USA Corporation and its foreign subsidiary, Turkpower Enerji San. Ve Tic. A.S., of which the Company has a 99.8% controlling interest. All significant intercompany balances and transactions have been eliminated in the consolidation.

~~The~~Use ~~Company recognizes revenue where there is persuasive evidence~~ of ~~an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is determinable and collectability can be reasonably assured.~~estimates

InThe ~~instances~~preparation ~~where~~of ~~the~~financial ~~Company~~statements in ~~has~~conformity ~~received~~with ~~cash~~accounting principles generally accepted in ~~advance~~the ofUnited ~~meeting~~States requires management to make estimates and assumptions that affect the ~~Company’s~~reported ~~revenue~~amounts ~~recognition~~of ~~criteria,~~assets and liabilities and disclosure of contingent assets and liabilities at the ~~Company~~date ~~records~~of the ~~such~~financial statements as ~~deferred~~well ~~revenue~~as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

~~During~~Discontinued ~~the years ended May 31, 2012 and 2011 the Company’s revenues (included in discontinued operations) were principally derived from energy consulting services provided to several customers in Turkey.~~Operations

~~Income~~In ~~Taxes~~accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements-Discontinued Operations, we reported the results of our Turkey operations as a discontinued operation. This is discussed in Note 4 “Discontinued Operations”.

InCash ~~accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset~~ and ~~liability~~Cash method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.Equivalents

The Company ~~also~~considers ~~follows~~all ~~the~~highly ~~guidance~~liquid investments ~~related~~purchased towith accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an ~~audit.~~original ~~For~~maturity ~~tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood~~ of ~~being~~three ~~realized~~months ~~upon~~or ~~ultimate~~less ~~settlement~~to ~~with~~be ~~the~~cash ~~relevant tax authority~~equivalents. ~~No liability for unrecognized tax benefits was recorded as of May 31, 2012 and 2011.~~

~~Fair~~Property ~~value~~and ~~of financial instruments~~equipment

~~The~~Property ~~carrying~~and ~~value~~equipment ofare ~~cash~~stated ~~and~~at ~~cash equivalents~~cost, less ~~receivables~~accumulated depreciation. Expenditures for additions, ~~accounts~~major ~~payable~~renewals and ~~accrued~~betterments ~~expenses,~~are capitalized and ~~debt~~expenditures for ~~approximate~~maintenance ~~their~~and ~~fair~~repairs ~~values~~are ~~because~~charged ofto ~~the~~expense ~~short~~as incurred. Depreciation is provided on a straight-~~term~~line ~~nature~~basis, over ofthe ~~these~~assets’ ~~instruments~~estimated useful lives. The ~~Management~~estimated ~~believes~~useful ~~the~~lives ~~Company~~of isfurniture ~~not~~and ~~exposed~~equipment are 3 – 5 years. All property and equipment related to ~~significant~~the ~~interest~~operations orin ~~credit~~Turkey ~~risks~~was ~~arising~~written ~~from~~down ~~these~~to ~~financial~~zero ~~instruments~~as of May 31, 2012.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.F-7

F Long-lived 8assets

~~Table~~Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of ~~Contents~~an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset is written down to fair value. Long-lived assets related to the operations in Turkey were fully impaired as of May 31, 2012 (see Note 4).

●Revenue Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.recognition

●The ~~Level~~Company 2—recognizes ~~Quoted~~revenue ~~prices~~where ~~for~~there is ~~similar~~persuasive ~~assets~~evidence ~~and~~of ~~liabilities~~an inarrangement, ~~active~~delivery ~~markets;~~has ~~quoted~~occurred ~~prices included for identical~~ or ~~similar~~services ~~assets~~have ~~and~~been ~~liabilities~~rendered, ~~that~~the ~~are~~price ~~not~~has ~~active;~~been ~~and~~fixed ~~model-derived~~or ~~valuations~~is determinable ~~in which all significant inputs~~ and ~~significant~~collectability ~~value~~can ~~drivers~~be ~~are~~reasonably ~~observable in active markets~~assured. ~~These are typically obtained from readily-available pricing sources for comparable instruments.~~

●In ~~Level~~instances ~~1 — Unobservable inputs,~~ where ~~there~~the isCompany ~~little~~has orreceived cash noin ~~market~~advance ~~activity~~of ~~for~~meeting the ~~asset or liability. These inputs reflect the reporting entity~~Company’s ~~own~~revenue ~~beliefs~~recognition ~~about the assumptions that market participants would use in pricing the asset or liability~~criteria, ~~based on~~ the ~~best~~Company ~~information~~records ~~available~~such inas ~~the~~deferred ~~circumstances~~revenue.

The ~~following~~Company ~~table~~didn’t ~~presents~~have ~~the~~revenues during ~~derivative financial instruments,~~ the ~~Company’s~~year ~~only~~ended ~~financial~~May ~~liabilities~~31, ~~measured~~2013. ~~and~~During ~~recorded~~the atyear ~~fair~~ended ~~value~~May on31, 2012 the Company’s ~~consolidated~~revenues ~~balance~~(included ~~sheets~~in ondiscontinued operations) awere ~~recurring~~principally ~~basis,~~derived ~~and~~from ~~their~~energy ~~level~~consulting ~~within~~services ~~the~~provided ~~fair~~to ~~value~~several ~~hierarchy~~customers asin ~~of May 31, 2012:~~Turkey.

	Amount		Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	159,000	$	-	$	-	$	159,000
Warrant derivative liabilities		349,819		-		-		349,819
Total	$	508,819	$	-	$	-	$	508,819

Income Taxes

~~The~~In ~~following~~accordance ~~table~~with ~~provides~~ASC a740 ~~summary~~- ofIncome Taxes, the ~~changes~~provision infor ~~fair~~income ~~value,~~taxes ~~including~~is ~~net~~computed ~~transfers~~using inthe asset and~~/or~~ ~~out~~liability method. Under the asset and liability method, deferred ofincome tax assets and liabilities are determined based on the ~~derivative~~differences between the financial ~~instruments,~~reporting and tax bases of assets and liabilities and are measured atusing ~~fair~~the ~~value~~currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on aavailable ~~recurring~~evidence, ~~basis~~are ~~using~~not ~~significant~~expected ~~unobservable~~to ~~inputs:~~be realized.

Balance at May 31, 2011	$	-
Fair value of embedded conversion derivative liability at issuance		65,616
Fair value of warrant derivative liabilities at issuance		245,393
Change in fair value of warrant derivative liabilities included in loss on debt extinguishment		66,250
Unrealized derivative losses included in other income (expense)		131,560
Balance at May 31, 2012	$	508,819

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, 2013 and 2012.

~~The~~Fair ~~fair~~ value of ~~the~~financial derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are recorded in other income (expense) in the consolidated statements of operations.instruments

AsThe atcarrying value ~~May 31, 2012, the derivatives were valued using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date~~ of ~~$0.16,~~cash ~~term~~and ofcash ~~0.06 years - 1.25 years~~equivalents, ~~expected~~accounts ~~volatility~~payable ofand ~~152%~~accrued ~~- 179%~~expenses, and ~~discount~~debt ~~rates~~approximate oftheir ~~0.03%~~fair ~~and~~values ~~0.18%.~~because ~~The~~of ~~Company has considered~~ the short-term ~~provisions~~nature of ~~ASC~~these ~~480,~~instruments. ~~Distinguishing~~Management ~~Liabilities~~believes ~~from Equity, as~~ the ~~conversion~~Company ~~feature~~is ~~embedded~~not inexposed ~~each debenture could result in the note principal being converted~~ to asignificant ~~variable~~interest ~~number~~or ofcredit ~~the~~risks arising ~~Company’s~~from ~~common~~these ~~shares~~financial instruments.

~~Foreign~~Fair ~~currency~~value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

The financial statements of the Company’s subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into the reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities. The capital accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. Translation adjustments are included in other comprehensive income within stockholders’ deficit.

●	Level 1 —	Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.
●	Level 2 —	Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments.
●	Level 3 —	Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

~~Gain or losses from foreign currency transactions are recognized in income.~~F-8

FThe -following 9table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of May 31, 2013:

Table of Contents

	Amount		Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	67,004	$	-	$	-	$	67,004
Warrant derivative liabilities		432,642		-		-		432,642
Total	$	499,646	$	-	$	-	$	499,646

~~Concentration~~The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of ~~credit~~May ~~risk~~31, 2012:

Cash is maintained in bank accounts which, at times, may exceed insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.

	Amount		Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	159,000	$	-	$	-	$	159,000
Warrant derivative liabilities		349,819		-		-		349,819
Total	$	508,819	$	-	$	-	$	508,819

~~Net~~The ~~loss~~following table ~~per~~provides ~~common~~a ~~share~~summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

Basic and diluted net loss per common share has been calculated by dividing the net loss for the year ended May 31, 2012, by the basic and diluted weighted average number of common shares outstanding. Common stock equivalents pertaining to the convertible debt, options, warrants and convertible preferred shares were not included in the computation of diluted net loss per common share because the effect would have been anti-dilutive due to the net loss for the years ended May 31, 2012 and 2011, respectively.

Balance at May 31, 2012	$	508,819
Fair value of warrant derivative liabilities at issuance		407,109
Unrealized derivative gains included in other expense		(416,282	)
Balance at May 31, 2013	$	499,646

~~Stock~~The ~~Based~~fair ~~Payments~~value of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are recorded in other income (expense) in the consolidated statements of operations and comprehensive loss.

WeBeginning ~~account~~December 1, ~~for~~2012, ~~share-based~~the ~~awards~~Company toused ~~employees~~the inLattice ~~accordance~~model ~~with~~to ~~ASC~~value ~~718~~derivative ~~“Stock~~instruments ~~Compensation”.~~issued ~~Under~~subsequent ~~this~~to ~~guidance~~November 30, ~~stock~~2012. ~~compensation~~The ~~expense~~ change is ~~measured~~considered ata ~~the~~change ~~grant~~in ~~date,~~estimate ~~based on the fair value of the award,~~ and is ~~recognized~~applied asprospectively. anFor ~~expense~~warrants ~~over~~issued ~~the~~prior ~~estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards~~ to ~~non-employees~~December ~~are~~1, ~~accounted for in accordance with ASC 505-50 “Equity”~~2012, ~~wherein such awards are expensed over~~ the ~~period~~Company incontinues to ~~which~~use the ~~related~~Black ~~services~~Scholes ~~are rendered~~model.

~~Recently~~As ~~issued~~of ~~accounting~~May ~~pronouncements~~31, 2013, there were a total of 421,669 derivative warrants outstanding, of which 146,667 were valued using Black Scholes and 275,002 were valued using the Lattice model.

~~Management~~The ~~does~~following ~~not~~are ~~believe~~the ~~that~~assumptions used ~~any~~for ~~recently~~derivative ~~issued,~~instruments ~~but~~valued ~~not~~using ~~yet effective accounting pronouncements, if adopted, would have a material effect on~~ the ~~accompanying~~Black ~~consolidated~~Scholes ~~financial~~option ~~statements.~~pricing model:

Reclassification

	May 31,
	2013			2012
Market value of stock on measurement date	$	1.80		$	2.40
Risk-free interest rate		0.04	%		0.03 – 0.18	%
Dividend yield		0	%		0	%
Volatility factor		49 – 50	%		152 – 179	%
Term		0.25 – 0.31 year			0.06 – 1.25 years

~~Certain~~The ~~accounts~~following inare the ~~prior~~assumptions used ~~period~~for ~~were~~derivative ~~reclassified~~instruments tovalued ~~conform~~using ~~with~~ the ~~current~~Lattice ~~period financial statements presentation.~~model:

NOTE 3 – GOING CONCERN

	Initial Valuations			May 31, 2013
Market value of common stock on measurement date		$1.27-$2.05		$	1.80
Adjusted exercise price		$1.65-$2.50			$1.98-$2.50
Risk free interest rate		0. 36-0.65	%		0.41-1.05	%
Warrant lives in years		3			2.58-2.86
Expected volatility		162-169	%		147-161	%
Expected dividend yields		0	%		0	%
Offering price range		$1.49-2.72			$1.45-2.55

As shown in the accompanying consolidated financial statements, the Company had a net loss of $31,965,914 for the year ended May 31, 2012 and had a working capital deficit as of May 31, 2012 of $7,740,282. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.F-9

The Company ~~intends~~has considered tothe ~~raise~~provisions ~~additional~~of ~~working~~ASC ~~capital~~480, ~~either~~Distinguishing ~~through~~Liabilities ~~debt~~from orEquity, ~~equity~~as ~~financing. The~~the ~~consolidated~~conversion ~~financial~~feature ~~statements~~embedded doin ~~not~~each debenture ~~include~~could ~~any~~result ~~adjustments~~in to the ~~recoverability~~note ~~and~~principal ~~classification~~being ofconverted ~~recorded~~to ~~asset~~a ~~amounts~~variable ~~and~~number ~~classification~~ of ~~liabilities that might be necessary should~~ the Company’s becommon ~~unable to continue as a going concern~~shares.

~~NOTE 4~~Foreign ~~– DISCONTINUED OPERATIONS~~currency

InThe ~~November~~financial ~~2011,~~statements of the Company’s subsidiary ~~determined~~in ~~that~~Turkey, itfor ~~would~~which ~~cease~~the ~~all~~functional ~~operations~~currency inis ~~Turkey~~the ~~and~~local ~~sell~~currency, ~~its~~ Turkish ~~subsidiary,~~Lira ~~including~~(TRY ~~its~~or ~~investment~~TRL), inare translated into the ~~mining~~reporting ~~company~~currency, U.S. ~~As a result~~dollars, using the ~~Company~~exchange ~~has~~rate ~~identified~~at the balance sheet date for all assets and liabilities. The capital ofaccounts ~~the~~are ~~Turkish~~translated ~~subsidiary~~at ashistorical ~~assets~~exchange ~~and~~rates ~~liabilities~~prevailing ofat ~~discontinued~~the ~~operations~~time atof ~~May~~the ~~31,~~transactions ~~2012~~while income and ~~has~~expenses items ~~segregated~~are ~~its~~translated ~~operating~~at ~~results~~the ~~and~~average ~~presented~~exchange ~~them~~rate ~~separately~~for asthe aperiod. Translation ~~discontinued~~adjustments ~~operation~~are ~~for~~included ~~all~~in ~~periods~~other ~~presented~~comprehensive income within stockholders’ deficit.

AGain ~~summarized~~or ~~operating~~losses ~~result~~from ~~for~~foreign ~~discontinued~~currency ~~operations~~transactions are isrecognized asin ~~follows:~~income.

	Year Ended
	May 31, 2012			May 31, 2011
Revenues	$	9,988		$	64,308
Selling, general and administrative expenses		(1,057,907	)		(730,059	)
Impairment of investment in mining company		(13,859,231	)		-
Total operating expenses		(14,917,138	)		(730,059	)
Loss from operations		(14,907,150	)		(665,751	)
Other income (expense)
Interest expense, net		(317,876	)		(401,393	)
Gain on extinguishment of debt		115,930			-
Foreign currency loss		(174,609	)		(140,744	)
Total other expense		(376,555	)		(542,137	)
Loss from discontinued operations	$	(15,283,705	)	$	(1,207,888	)

Concentration of credit risk

FCash -is 10maintained in bank accounts which, at times, may exceed insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.

~~Table~~Net ofloss ~~Contents~~per common share

~~The~~Basic ~~losses~~and ~~from~~diluted ~~discontinued~~net ~~operations~~loss ~~above~~per docommon share ~~not~~has ~~include~~been ~~any~~calculated ~~income~~by ~~tax~~dividing ~~effect~~the asnet loss available to common stockholders by the ~~Company~~basic ~~was~~and diluted weighted average number of common shares outstanding. Common stock equivalents pertaining to the convertible debt, options, warrants and convertible preferred shares were not included in athe ~~taxable~~computation ~~position~~of diluted net loss per common share because the effect would have been anti-dilutive due to ~~its~~the ~~continued~~net ~~losses~~loss ~~and~~for athe ~~full~~years ~~valuation~~ended ~~allowance~~May 31, 2013 and 2012.

~~Summary~~Stock ofBased ~~assets and liabilities of discontinued operations is as follows:~~Payments

	May 31, 2012		May 31, 2011
Cash	$	-	$	129,739
Receivables		-		64,465
Prepaid expenses and other current assets		-		43,985
Total current assets of discontinued operations		-		238,189
Investment in Mining Company, at cost		-		1,206,869
Property and equipment, net		-		22,040
Total assets of discontinued operations	$	-	$	1,467,098
Accounts payable and accrued expenses	$	1,205,173	$	393,231
Accrued interest		216,420		304,542
Short-term debt, net		746,454		642,766
Total current liabilities of discontinued operations	$	2,168,047	$	1,340,539

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

~~Investment~~Recently inissued ~~Mining~~accounting ~~Company, at cost~~pronouncements

OnManagement ~~April~~does ~~29,~~not ~~2010,~~believe ~~the~~that ~~Company~~any entered into a nonbinding share transfer and shareholders agreement with Endeks Holding and Avrasya Yapi for the purchase of 50% of their ownership in Exxaro Madencilik Sanayi ve Ticaret A.S. Company (“Exxaro”). Exxaro’s principal asset is an iron ore mine. In May 2010recently issued, ~~the~~but ~~Company~~not ~~made~~yet aneffective ~~advance~~accounting ~~payment to the sellers of €1~~pronouncements,~~000,000~~ ~~($1,284,673)~~if ~~and the balance was due June 15~~adopted, ~~2010~~would ~~but~~have ~~then extended as~~ a ~~result~~material ofeffect ~~a 975,000 TRL ($619,661) payment made to the sellers~~ on ~~June 16, 2010. During May 2011, $660,552 of these deposits were returned by Avrasya Yapi and was used to pay off~~ the ~~Company’s~~accompanying ~~existing~~consolidated financial ~~line of credit~~statements.

On June 30, 2011, the Company entered into a Share Purchase Agreement with Avrasya Yapi Yaturum Hizmetleri A.S. (the “Seller”). The Company agreed to acquire from the Seller 50% of the Seller’s shares in Maksor Madencilik Sanayi Ve Ticaret Anonim Sirketi (previously known as Exxaro Madencilik Sanayi ve Ticaret A.S. prior to its name change on May 17, 2011) for cash, and the issuance of certain TurkPower common shares and warrants. The Seller accepted the €1,000,000 deposit paid in May 2010 as the initial payment and the Company paid the Seller an additional €500,000 ($716,886) during the year ended May 31, 2012.Reclassification

~~The~~Certain ~~Company~~accounts in ~~issued to~~ the ~~shareholders~~prior ofperiod ~~the Seller 25,000,000 common shares on July 12, 2011, which~~ were ~~valued~~reclassified atto ~~$0.32~~conform ~~per~~with ~~share,~~ the ~~closing~~current ~~price~~period onfinancial ~~that~~statements ~~day for a total value of $8,000,000~~presentation. ~~On September 16, 2011, the Company issued another 15,000,000 common shares valued at $0.215, the closing price on that day for a total value of $3,225,000.~~

~~The Company also issued to the Seller~~ NOTE 3~~,400,000~~ ~~warrants~~– toGOING purchase common shares on September 14, 2011 which were valued at $587,173. The warrants were valued using the Black-Scholes option pricing model on the issuance date with the following assumptions: stock price on the measurement date of $0.21; term of 3 years; expected volatility of 171% and discount rate of 0.35%.CONCERN

FAs -shown 11in the accompanying consolidated financial statements, the Company had a net loss of $8,179,193 for the year ended May 31, 2013 and had a working capital deficit as of May 31, 2013 of $4,931,427. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~Table~~The Company intends to raise additional working capital either through debt or equity financing. The consolidated financial statements do not include any adjustments to the recoverability and classification of ~~Contents~~recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company reviews its investment in the mining company for impairment on an annual basis, or as events or circumstances might indicate that the carrying value of the investment may not be recoverable. As at May 31, 2012, the Company determined that its investment in the mining company was fully impaired. As a result, the Company recorded an impairment of $13,859,231 on its investment in the mining company, which is included in the loss from discontinued operations.F-10

~~Short-term~~NOTE 4 ~~debt~~– ~~included~~DISCONTINUED ~~in Liabilities of Discontinued Operations~~OPERATIONS

OnIn ~~April~~November 272011, ~~2010,~~ the Company’s ~~Turkish~~determined that ~~subsidiary~~it ~~borrowed~~would ~~€450,000~~cease ~~($555,692)~~all ~~from~~operations ain ~~third~~Turkey ~~party.~~and ~~The~~sell ~~loan~~its isTurkish ~~unsecured~~subsidiary, ~~bears~~including ~~annual~~its ~~interest~~investment ~~at 25.0% and was payable~~ in ~~full on October 27, 2010. The annual interest rate increased to 60% on October 28, 2010, when~~ the ~~loan~~mining ~~became in default~~company. As Ona ~~August 2~~result, ~~2011,~~ the ~~Turkish~~Company ~~subsidiary~~has ~~and~~identified the ~~lender~~assets ~~cancelled the previous loan agreement~~ and ~~agreed~~liabilities ~~to terms for the repayment~~ of the ~~€450,000 short-term debt and related interest under which the~~ Turkish subsidiary ~~agreed~~as toassets ~~pay the lender €200,000 on August 15, 2011,~~ and ~~€100,000~~liabilities each month thereafter through December 15, 2011 after which the Turkish subsidiary would have paid the lender €600,000 in aggregate. In addition the Company agreed to issue the lender 300,000 common shares. The Turkish subsidiary did not make any of ~~the~~discontinued operations ~~scheduled~~at ~~payments~~May ~~to the lender. While delinquent~~31, ~~the~~2013 ~~Turkish~~and ~~subsidiary~~2012 isand ~~required~~has tosegregated ~~pay~~its ~~2.5%~~operating ~~interest~~results ~~per~~and ~~month~~presented onthem ~~the~~separately ~~€600,000~~as ~~loan~~a todiscontinued ~~the~~operation for ~~lender. As~~all ofperiods ~~May 31, 2012, this loan is in default~~presented.

~~The~~A ~~Company~~summarized ~~evaluated~~operating ~~this debt modification as substantial under ASC 470-50 and that the revised terms constituted a debt extinguishment. As a~~ result, the Turkish subsidiary recognized a gain on debt extinguishment of $115,930 representing the difference in the carrying value of the debt immediately prior to the modification of $1,016,915, consisting of $645,660 (€450,000) and $371,255 of accrued interest, and the fair value of the note immediately after the extinguishment determined to be $821,485 (€600,000) less the fair value of the shares which are owed to the lender of $79,500. The Turkish subsidiary also recognized a discount on the debt of $39,395 for discontinued ~~imputed~~operations ~~interest~~is onas ~~the new note. The Turkish subsidiary amortized the note discount through the December 15, 2011 term of the note, and recorded amortization expense of $39,395 during the year ended May 31, 2012.~~follows:

NOTE 5 – CONVERTIBLE DEBT

	Year Ended May 31,
	2013			2012
Revenues	$	-		$	9,988
Professional fees, selling, general and administrative expenses		-			(1,057,907	)
Impairment in Investment in Mining Company		-			(13,859,231	)
Total operating expenses		-			(14,917,138	)
Loss from operations		-			(14,907,150	)
Other income (expense)		-
Interest expense, net		(316,765	)		(317,876	)
Gain on extinguishment of debt		-			115,930
Foreign currency loss		-			(174,609	)
Total other expense		(316,765	)		(376,555	)
Loss from discontinued operations	$	(316,765	)	$	(15,283,705	)

~~Six-Month~~The ~~Secured~~losses ~~Convertible~~from ~~Debenture~~discontinued ~~issued~~operations above ~~with~~do ~~warrants~~not include any income tax effect as the Company was not in a taxable position due to its continued losses and a full valuation allowance.

OnSummary August 22, 2011, the Company borrowed $250,000 under a secured convertible debenture issued to a third party together with 1,136,363 common shares and 1,100,000 warrants. As security, the Company granted the third party a first priority lien on all of ~~the~~liabilities ~~assets~~ of ~~the~~discontinued operations Company. The secured debenture bears annual interest at 18%, matures at the earlier of 1) six months and 2) upon the Company’s receipt of $500,000 of debt or equity proceeds and, together with any unpaid interest, is ~~convertible~~as ~~into common shares at a conversion rate of $0.25 per share.~~follows:

The relative fair value of the 1,136,363 shares of $87,147 and the fair value of the warrant liabilities and embedded conversion derivative liabilities of $174,709 was recognized as a discount to the full amount of the debt with the difference of $11,856 being recognized as a “day 1” derivative loss. The debt discount is accreted to interest expense over the life of the secured debenture.

	May 31, 2013		May 31, 2012
Accounts payable and accrued expenses	$	1,187,212	$	1,205,173
Accrued interest		527,766		216,420
Short-term debt, net		735,329		746,454
Total current liabilities of discontinued operations	$	2,450,307	$	2,168,047

~~The~~Investment ~~1,100,000~~in ~~warrants~~Mining ~~have a term of 1 year and are exercisable at $0.25 per share. In the event the~~ Company, ~~raises equity~~ at less than $0.25 per share or convertible debt which may be converted into common shares at a conversion rate of less than $0.25 per share, the holder shall receive the same terms as the terms of the new financing arrangement (which could decrease the conversion rate of the convertible debt and could decrease the exercise price of the warrants). As a result, the Company determined that the conversion feature of the secured debenture and the related warrants are derivative liabilities.cost

~~Debt~~On ~~Modification~~April 29, 2010, the Company entered into a nonbinding share transfer and shareholders agreement with Endeks Holding and Avrasya Yapi for the purchase of 50% of their ownership in Exxaro Madencilik Sanayi ve Ticaret A.S. Company (“Exxaro”). Exxaro’s principal asset is an iron ore mine. In May 2010, the Company made an advance payment to the sellers of €1,000,000 ($1,284,673) and the balance was due June 15, 2010 but then extended as a result of a 975,000 TRL ($619,661) payment made to the sellers on June 16, 2010. During May 2011, $660,552 of these deposits were returned by Avrasya Yapi and was used to pay off the Company’s existing line of credit.

On ~~February~~June 2930, ~~2012~~2011, the Company entered into ana ~~agreement~~Share Purchase Agreement with Avrasya Yapi Yaturum Hizmetleri A.S. (the ~~holder~~“Seller”). The Company agreed to ~~extend~~acquire from the ~~maturity~~Seller ~~date~~50% of the ~~secured~~Seller’s ~~debenture~~shares in toMaksor ~~June~~Madencilik ~~22,~~Sanayi ~~2012~~Ve inTicaret ~~exchange~~Anonim ~~for~~Sirketi ~~3,250,258~~(previously known ~~common~~as ~~shares. Additionally,~~Exxaro ~~the~~Madencilik ~~1,100,000~~Sanayi ~~1-year~~ve ~~warrants~~Ticaret ~~issued~~A.S. inprior ~~connection~~to ~~with~~its ~~the~~name ~~secured~~change ~~debenture~~on ~~were~~May ~~modified~~17, ~~by (i~~2011) ~~extending~~for ~~its~~cash, ~~expiration~~and ~~date~~the ~~for~~issuance ~~another~~of ~~twelve~~certain TurkPower ~~months~~common toshares ~~September~~and warrants. The Seller accepted the €1,000,000 ~~2013~~deposit ~~(ii)~~paid ~~lowering~~in May 2010 as the initial ~~exercise~~payment ~~price~~and ~~from~~the ~~$0.25~~Company topaid ~~$0.1275~~the ~~per~~Seller ~~warrant~~an ~~share~~additional ~~and~~€500,000 (~~iii~~$716,886) ~~increasing~~during the ~~number~~year toended 2May 31,~~200,000~~ ~~warrants~~2012.

FThe -Company issued to the shareholders of the Seller 1,666,667 common shares on July 12, 2011, which were valued at $4.80 per share, the closing price on that day for a total value of $8,000,000. On September 16, 2011, the Company issued another 1,000,000 common shares valued at $3.23, the closing price on that day for a total value of $3,225,000.

~~Table of Contents~~F-11

The Company ~~evaluated~~also ~~the~~issued ~~modification~~to ~~and~~the ~~determined~~Seller 226,667 ~~that~~warrants itto ~~was~~purchase ~~substantial~~common ~~and~~shares ~~was~~on ~~therefore~~September ~~accounted as an extinguishment of debt. Consequently~~14, ~~the~~2011 ~~fair~~which ~~value~~were ofvalued ~~the~~at ~~common shares of~~ $~~549~~587,~~294,~~173. The ~~the~~warrants ~~fair~~were ~~value~~valued using of the ~~additional~~Black-Scholes ~~warrants~~option ~~and~~pricing ~~the~~model ~~incremental~~on ~~fair value of~~ the ~~modified~~issuance ~~warrants~~date ofwith ~~$202,549~~the ~~was~~following ~~recorded~~assumptions: asstock ~~loss~~price on ~~debt extinguishment during~~ the ~~year~~measurement date ~~ended~~of ~~May~~$3.15; ~~31,~~term ~~2012. Simultaneously,~~of ~~the~~3 ~~Holder~~years; ~~converted~~expected ~~$6,186~~volatility of ~~the~~171% ~~interest~~and ~~owed~~discount ~~into~~rate ~~24,742~~of ~~common shares~~0.35%.

~~There~~The ~~was~~Company noreviews ~~further~~its ~~extension~~investment in the mining company for impairment on an annual basis, or as events or circumstances might indicate that the carrying value of the investment may not be recoverable. As at May 31, 2012, the ~~secured~~Company ~~debenture~~determined ~~and~~that its investment in the ~~debt~~mining company was fully impaired. As a result, the Company recorded an impairment of $13,859,231 on its investment in the mining company, which is ~~currently~~included in ~~default~~the loss from discontinued operations.

~~Fiscal~~Short-term ~~year~~debt ~~2012~~included ~~One~~in ~~Year~~Liabilities ~~Term~~of ~~Debentures~~Discontinued Operations

OnAs ~~various~~of ~~dates from June 1, 2011 to~~ May 31, 2013 and 2012, the Company ~~borrowed~~owes $2735,~~385~~329 and $746,~~000~~454, byrespectively, ~~issuing~~to ~~convertible~~an ~~debentures~~unrelated toparty. ~~third~~These ~~parties~~amounts ~~together~~are ~~with~~included ~~2,385,000~~in ~~common~~liabilities of ~~shares~~discontinued operations. The ~~convertible~~loan ~~debentures~~is ~~bear~~unsecured, bears annual interest at 1825.0%, ~~mature~~and inmatured ~~one~~on ~~year~~December ~~and~~15, ~~together~~2011. ~~with~~While ~~any unpaid interest~~delinquent, the ~~are~~Turkish ~~convertible~~subsidiary ~~into~~is ~~common~~required ~~shares~~to atpay a2.5% ~~conversion~~interest ~~rate~~per ofmonth ~~$0.25~~on ~~per~~the ~~share.~~principal ~~The~~balance ~~relative~~to ~~fair~~the ~~value~~lender. As of ~~the~~May 231,~~385~~ 2013 and 2012,~~000~~ ~~common~~accrued ~~shares~~interest atrelated ~~the~~to ~~time~~this note, included in liabilities of ~~issuance~~discontinued ~~was~~operations, is $~~443~~527,~~248~~766 and ~~was~~$216,420, ~~recorded~~respectively. The asCompany arecorded ~~debt~~interest ~~discount~~expense ~~with~~of a$316,765 ~~corresponding~~and ~~increase~~$317,876 infor ~~equity.~~the ~~The~~years ~~discount~~ended isMay ~~amortized~~31, to2013 ~~interest~~and ~~expense~~2012. ~~over~~As ~~the terms~~ of ~~the~~May ~~debentures~~31, ~~using~~2013, this ~~the~~loan ~~effective~~is ~~interest~~in ~~method~~default.

~~The~~NOTE ~~Company~~5 ~~also issued $160,000 of the convertible notes (of which $20,000 was related party~~ – DEPOSIT ~~see~~ON ~~Note~~ACQUISITION 9)OF ~~along~~ZINCO ~~with~~DO ~~160,000~~BRASIL ~~common~~MINERACAO ~~shares for services and recorded stock compensation expense of $237,750 based on the fair value of the common stock into which it could be converted~~LTDA.

~~The~~On ~~convertible~~August ~~debentures~~14, 2012, ~~were~~the ~~analyzed~~Company ~~for~~agreed awith ~~beneficial~~Ouro ~~conversion~~do ~~feature~~Brasil atHoldings ~~which~~Ltd. ~~time~~(“OBH”) itand ~~was~~IMS ~~concluded~~Engenharia ~~that~~Mineral aLtda. ~~beneficial~~(“IMS”) for ~~conversion~~the ~~feature~~proposed ~~existed~~acquisition ~~for~~of ~~certain~~99.9% ~~convertible~~of ~~debentures.~~Zinco ~~The~~do ~~beneficial~~Brasil ~~conversion~~Mineracao ~~feature~~Ltda., ~~was~~a ~~measured~~company ~~using~~to be formed under the ~~commitment-date~~laws ~~stock~~of ~~price~~Brazil (“ZBM”), which will be owned by OBH and ~~was~~IMS. ~~determined~~Pursuant to bethe ~~$409~~agreement,~~734~~ the Company will acquire 99.9% ~~This~~of ~~amount~~ZBM ~~was~~in ~~recorded~~exchange asfor a(i) ~~debt~~7,166,667common shares ~~discount~~to OBH and is(ii) ~~being~~1,075,000 ~~amortized~~Series C preferred shares to ~~interest~~IMS ~~expense~~(the ~~over~~“IMS Shares”). The Company also agreed to raise $17 million which will be used to complete the ~~terms~~acquisition of the ~~debentures~~zinc project.

~~The~~As ~~Company~~of ~~analyzed~~the date of this filing, ZBM has not been formed and the ~~convertible~~transaction ~~debentures~~has ~~for~~not ~~derivative~~been ~~accounting~~completed, ~~consideration~~although some of the shares have been issued. As of May 31, 2013, 1,074,999 Series C preferred shares and ~~determined~~4,711,714 ~~that~~common ~~derivative~~shares ~~accounting~~have ~~does~~been issued. The fair value of OBH shares and IMS shares issued as of May 31, 2013 of $210,320 has been recorded as a deposit on the acquisition (see Note 7). The fair value of the shares issued were based on the enterprise value done by a valuation expert. In the event that the acquisition is not ~~apply~~consummated, IMS shall have the right to ~~these~~rescind ~~instruments~~the agreement and the obligations of both parties shall be terminated and the contemplated transaction is voided as if the agreement was never entered into.

~~Fiscal~~On ~~year~~February ~~2011~~13, ~~One~~2013, ~~Year~~Zinco, ~~Term~~OBH ~~Debentures~~and IMS entered into a modification of the Agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine until June 14, 2013.

On ~~various~~June ~~dates from March 7~~14, ~~2011 to May 31~~2013, ~~2011,~~ the ~~Company issued convertible debentures totaling $1~~Registrant,~~018,159~~ ~~to third party~~ OBH and ~~related~~IMS ~~party~~entered ~~investors~~into ~~together~~a ~~with~~modification ~~1,018,159 common shares ($143,159~~ of ~~these~~the ~~convertible~~Binding ~~debentures~~Agreement ~~were~~dated ~~issued~~August ~~to a related party~~14, ~~of which $50~~2012,~~000~~ ~~was~~as ~~paid~~amended on ~~November~~February 313, ~~2011) (see Note. 9). The convertible debentures bear annual interest at 18%~~2013, ~~mature~~to inextend the ~~one~~date ~~year~~by ~~and,~~which ~~together~~the ~~with~~Registrant ~~any~~is ~~unpaid~~required ~~interest,~~to ~~are~~raise ~~convertible into common shares at a conversion rate of~~ $~~0.25 per share. The relative fair value of the 1~~6,~~018~~000,~~159~~000 ~~common~~or ~~shares~~such atamount ~~the~~necessary ~~time~~to ofsatisfy ~~issuance~~payment ~~was~~to ~~$255,814~~Vale ~~and was recorded as a debt discount with a corresponding increase in equity~~S.A. ~~The discount is amortized~~ to ~~interest expense over~~ complete the ~~terms~~acquisition of the ~~debentures~~zinc ~~using~~mine, ~~the~~until ~~effective~~September ~~interest~~14, ~~method~~2013.

~~The~~NOTE 6 ~~convertible~~– ~~debentures~~CONVERTIBLE were analyzed for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed for all of the convertible debentures. The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $509,114. This amount was recorded as a debt discount and is being amortized to interest expense over the terms of the debentures.DEBT

~~The~~Six-Month ~~Company~~Secured ~~analyzed~~Convertible ~~the~~Debenture issued ~~convertible~~with ~~debentures for derivative accounting consideration and determined that derivative accounting does not apply to these instruments~~warrants

On ~~January~~August 622, ~~2012~~ 2011, anthe ~~investor~~Company ~~converted~~issued a $~~113~~250,~~660~~000 ofsecured convertible debenture ~~and~~to ~~accrued~~a ~~interest~~third ~~into~~party ~~450~~together with 75,~~893~~758 common shares and warrants to purchase 73,333 shares of common stock with a term of one (1) year and an exercise price $3.75 per share. The ~~unamortized~~secured ~~discount~~debenture was due on the earlier of 1) six months (February 22, 2012) or 2) upon the Company’s receipt of $38500,~~483~~000 ~~was~~of ~~expensed~~debt or equity proceeds and, together with any unpaid interest, are convertible into common shares at a conversion rate of $3.75 per share. On February 29, 2012, the Company and the noteholder agreed to extend the maturity date of the secured debenture to June 22, 2012 in exchange for 216,684 common shares. Further, the ~~current~~73,333 ~~period~~warrants asissued ~~interest~~in ~~expense~~connection with the secured debenture were modified by (i) extending its expiration date for another twelve months to September 1, 2013 (ii) lowering the exercise price from $3.75 to $1.91 per warrant share and (iii) increasing the number of common shares exercisable from 73,333 shares to 146,667 shares.

During the year ended May 31, 2012, three convertible debentures were modified to extend their respective maturity dates and 400,000 shares were issued to the respective holders as consideration for the extension. The Company evaluated the modification and determined that it was substantial and was therefore accounted as an extinguishment of debt. Consequently, the fair value of the common shares of $75,750 was recorded as loss on debt extinguishment during the year ended May 31, 2012.F-12

AtThe ~~May~~Company ~~31,~~evaluated ~~2012~~the modification and determined that it was substantial and was therefore accounted as an extinguishment of debt. Consequently, ~~convertible~~the fair ~~debentures~~value ~~totaling~~of tothe common shares of $1549,~~648~~294,~~159~~ ~~remain~~the ~~unpaid~~fair value of the additional warrants and ~~are~~the ~~incurring~~incremental ~~annual~~fair ~~interest~~value of ~~20%~~the modified warrants of $202,549 was recorded as loss on debt extinguishment during the year ended May 31, 2012. Simultaneously, the ~~These~~Holder ~~debentures~~converted ~~are~~$6,186 ~~currently~~of inthe ~~default~~interest owed into 1,650 common shares.

FOn July 21, 2012 the Company entered into an agreement with the holder to extend the maturity date of the secured debenture to November 1, 2012 and to convert $25,000 of accrued interest to principal. Under the terms of the new agreement, the conversion price of the debt was changed from $3.75 per share to $1.50 per share. Additionally, the 146,667 1-year 13warrants issued in connection with the secured debenture were modified, lowering the exercise price from $1.91 to $1.50 per share and the holder was issued an additional 533,333 shares of common stock, valued at $623,200.

~~Table~~On January 22, 2013, the Company entered into an agreement with the holder to further extend the maturity date of ~~Contents~~the secured debenture to May 1, 2013 and to pay $175,000 of principal and all accrued interest on or before February 28, 2013. In addition, the company agreed to issue 266,667 common stock shares valued at $800,000.

~~During~~The Company evaluated the ~~year~~modification ~~ended~~and ~~May~~determined 31that it was substantial and was therefore accounted for as an extinguishment of debt. Consequently, the ~~2012~~fair value of the 800,000 common shares of $1,423,200 and the ~~Company~~incremental ~~made~~fair ~~principal~~value ~~payments~~of the modified warrants of $508,~~000~~276 onwas recorded ~~the~~as ~~above~~loss ~~convertible~~on ~~debentures~~debt extinguishment.

~~For~~As ~~the~~of ~~years ended~~ May 31, ~~2012 and 2011~~ 2013, ~~debt~~the ~~discount~~outstanding ~~amortization~~balance ~~recorded~~on tothe ~~interest~~debenture amounted to $1275,~~539,456~~000 and ~~$350,496,~~the ~~respectively~~debenture is currently in default.

~~NOTE 6~~One –Year ~~LINE~~Term ~~OF CREDIT~~Debentures

~~The~~Fiscal Company entered into a line of credit with a financial institution for 1,100,000 TRL ($699,105) on June 16, 2010, of which the Company borrowed 1,000,000 TRL ($635,550). Amounts borrowed under the line of credit bear interest at 11% annually. The note was paid in full during the year ~~ended May 31, 2011(see Note 4).~~ 2013

~~NOTE 7~~During –the ~~STOCKHOLDERS’~~year ended ~~EQUITY~~May 31, 2013, the Company borrowed $32,000 by issuing a convertible debenture to a related party together with 2,133 common shares. The convertible debenture bears annual interest at 18%, matures in one year and, together with any unpaid interest is convertible into common shares at a conversion rate of $3.75 per share. The relative fair value of the shares at the time of issuance was $1,953 and was recorded as a debt discount and a corresponding increase in equity. The discount is amortized to interest expense over the term of the debenture using the effective interest method.

InThe ~~March~~convertible debenture ~~2012,~~was ~~the~~analyzed ~~Company~~for ~~designated~~a ~~1,000~~beneficial ofconversion ~~its~~feature ~~preferred~~at ~~stock~~which astime ~~Series~~it Awas ~~Convertible~~concluded ~~Preferred~~that ~~Stock~~no ~~with~~beneficial aconversion ~~par~~feature exists. ~~value~~The ofCompany ~~$.0001. Each~~also ~~share~~analyzed of the ~~Series~~convertible Adebentures ~~Convertible~~for ~~Preferred~~derivative ~~Stock~~accounting isconsideration ~~convertible~~and todetermined ~~260,000~~that ~~common~~derivative accounting ~~shares~~does not apply to these instruments.

~~The~~Fiscal ~~Company had the following equity transactions:~~year 2012

~~Fiscal~~On ~~year~~various dates from June 1, 2011 to May 31, 2012, the Company borrowed $2,385,000 by issuing convertible debentures to third parties together with 159,000 common shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, are convertible into common shares at a conversion rate of $3.75 per share. The relative fair value of the 159,000 common shares at the time of issuance was $443,248 and was recorded as a debt discount with a corresponding increase in equity. The discount is amortized to interest expense over the terms of the debentures using the effective interest method.

InThe ~~2012, the~~ Company ~~received~~also issued $72160,000 ~~from~~of the convertible ~~sale~~notes (of 2which $20,~~700,~~000 was related party) along with 10,667 common shares ~~(of~~for ~~which~~services ~~700~~and recorded stock compensation expense of $237,~~000~~750 ~~were~~based ~~issued~~on ~~during~~the fair value of the ~~year~~common ~~ended~~stock ~~May~~into ~~31,~~which ~~2011)~~it could be converted.

~~During~~The ~~the~~convertible ~~year~~debentures ~~ended~~were ~~May~~analyzed for ~~31,~~a ~~2012,~~beneficial ~~the~~conversion ~~Company~~feature ~~issued~~at ~~1,110,000~~which ~~fully~~time ~~vested~~it ~~common~~was ~~shares~~concluded ~~and~~that ~~240~~a ~~Series~~beneficial Aconversion ~~Convertible~~feature ~~Preferred~~existed ~~Stock~~for tocertain ~~consultants~~convertible debentures. ~~and~~The anbeneficial ~~employee~~conversion ~~for~~feature ~~services~~was ~~provided~~measured tousing the ~~Company~~commitment-date ~~and~~stock ~~recorded~~price ~~the~~and ~~stock-based~~was ~~compensation~~determined ofto be $11409,~~598,657~~734. This ~~which~~amount iswas ~~equivalent~~recorded toas ~~the~~a ~~fair~~debt ~~value~~discount ofand ~~the~~is ~~shares~~being atamortized to interest expense over the ~~date~~terms of ~~grant~~the debentures.

~~Fiscal year 2011~~F-13

OnThe ~~various~~Company ~~dates~~analyzed ~~in April and May 2011,~~ the ~~Company~~convertible ~~sold 1,349,999 common shares~~ debentures for aderivative ~~total~~accounting ofconsideration ~~$170,500~~and ofdetermined ~~which~~that ~~$70,000~~derivative isaccounting ~~reflected~~does asnot aapply ~~subscription~~to ~~receivable~~these ~~as of May 31, 2011~~instruments. ~~This amount was collected in June 2011.~~

OnFiscal ~~various dates in April and May~~ year 2011, the Company issued a total of 2,650,000 common shares to several investors (including 500,000 shares issued to a related party) for providing advisory services. The Company recorded stock-based compensation of $917,000 which is equivalent to the fair value of the shares at the date of grant.

On various dates infrom ~~April~~March ~~and~~7, 2011 to May 31, 2011, the Company issued ~~400~~convertible debentures totaling $1,~~000~~018,159 to third party and related party investors together with 67,877 common shares ($143,159 of these convertible debentures were issued to a ~~consulting~~related ~~firm~~party, ~~for~~of ~~providing~~which ~~advisory~~$50,000 ~~services~~was topaid on ~~the~~November ~~Company~~3, 2011). The convertible debentures bear annual interest at 18%, mature in one year and, ~~recorded~~together ~~the~~with any ~~stock-based~~unpaid ~~compensation~~interest, are convertible into common shares at a conversion rate of $~~157,500~~3.75 ~~which~~per isshare. ~~equivalent~~The torelative ~~the~~ fair value of the 67,877 common shares at the ~~date~~time of ~~grant~~issuance was $255,814 and was recorded as a debt discount with a corresponding increase in equity. The discount is amortized to interest expense over the terms of the debentures using the effective interest method.

OnThe ~~April~~convertible ~~13,~~debentures ~~2011~~were ~~the~~analyzed for ~~Company~~a ~~issued~~beneficial ~~2,000,000~~conversion ~~common~~feature ~~shares~~at towhich atime ~~newly~~it ~~appointed~~was ~~director~~concluded ofthat ~~the~~a ~~Company. The~~beneficial ~~shares~~conversion ~~vest~~feature ~~immediately~~existed ~~and~~for ~~the~~all ~~Company recorded stock-based compensation~~ of ~~$710,000~~the convertible ~~which~~debentures. isThe ~~equivalent~~beneficial toconversion ~~the~~feature ~~fair~~was ~~value~~measured ofusing the ~~shares at the~~ commitment-date ofstock ~~grant. The~~price ~~Company~~and ~~also~~was ~~granted~~ determined to ~~the~~be ~~director an additional 2~~$509,~~000,000~~114. ~~common~~This ~~shares~~amount ~~which~~was ~~will~~recorded ~~vest~~as ~~over~~ a ~~period~~debt ofdiscount 18and ~~months~~is ofbeing ~~continuous~~amortized ~~service. The fair value of these shares amounted~~ to ~~$710,000~~interest ~~of which $473,657 and $62,247was recognized as stock-based compensation~~ expense ~~for~~over the ~~years~~terms ~~ended~~of ~~May~~the ~~31, 2012 and 2011, respectively~~debentures.

~~During~~The Company analyzed the ~~year~~convertible ~~ended~~debentures for ~~May~~derivative ~~31,~~accounting ~~2011,~~consideration ~~the~~and ~~Company~~determined ~~cancelled~~that ~~20,750,000~~derivative ~~common~~accounting ~~shares.~~does not apply to these instruments

FOn -January 146, 2012, an investor converted $113,660 of convertible debenture and accrued interest into 30,059 common shares. The unamortized discount of $38,483 was expensed in the current period as interest expense.

~~Table~~During the year ended May 31, 2012, three convertible debentures were modified to extend their respective maturity dates and 26,667 shares were issued to the respective holders as consideration for the extension. The Company evaluated the modification and determined that it was substantial and was therefore accounted as an extinguishment of ~~Contents~~debt. Consequently, the fair value of the common shares of $75,750 was recorded as loss on debt extinguishment during the year ended May 31, 2012.

~~NOTE 8~~During –the ~~INCOME~~year ~~TAXES~~ended May 31, 2012, the Company made principal payments of $50,000 on the above convertible debentures.

At May 31, 2012 and 2011, the Company had net operating loss carry–forwards for U.S. Federal income tax purposes of approximately $23,000,000 and $2,636,000, respectively that may be offset against future taxable income through 2031. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. No tax benefit has been recognized with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets as of May 31, 2012 and 2011 of approximately $7,800,000 and $896,000, respectively, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.Conversions

~~The~~During the year ended May 31, 2013 the Company ~~recognizes~~converted ~~interest~~$ 2,943,159 of convertible debt and~~/or~~ ~~penalties~~accrued ~~related~~interest of $907,148 into 2,566,870 common shares. In order to ~~income~~induce ~~tax~~conversion, ~~matters~~the inconversion ~~income~~price ~~tax~~on ~~expense.~~these ~~The~~debentures ~~Company~~was ~~did~~modified ~~not~~from ~~have~~$3.75 ~~any~~per ~~uncertain~~share ~~income~~to ~~tax~~$1.50 ~~positions~~per share. orThe ~~accrued~~Company ~~interest~~accounted orfor ~~penalties~~the ~~included~~conversion inas induced conversion under the ~~consolidated~~guidance ~~balance~~of ~~sheets~~FASB atASC ~~May~~470-20. 31Consequently, ~~2012~~the Company ~~and~~recognized ~~2011,~~a ~~and~~debt ~~did~~conversion ~~not~~expense ~~recognize~~of ~~any~~$2,195,830 ~~interest~~which ~~and/or~~is ~~penalties~~equivalent into the ~~consolidated~~fair ~~statements~~value of ~~operations~~the ~~during~~incremental ~~the~~shares ~~years~~issued as ~~ended~~a ~~May~~result ~~31,~~of ~~2012~~the ~~and~~reduction ~~2011~~in the conversion price.

~~Deferred~~Debt ~~tax assets consist of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.~~Modification

~~NOTE 9~~On May 3, 2013 the Company entered into an agreement with a debt-holder ~~RELATED~~to ~~PARTY~~extend ~~TRANSACTIONS~~the maturity date of several debentures totaling to $200,000 with original maturity dates ranging from December 22, 2010 through March 25, 2012 to April 26, 2014 and to change the annual interest rate from 18% to 20%. As a result of this extension, the holder was issued 15,000 common shares valued at $30,300. Likewise, under the same agreement, a portion of a $650,000 debenture amounting to $350,000 and the unpaid interest of $143,057 was converted to 328,704 common shares using a conversion price of $1.50 per share. The payment terms for the balance of $300,000 was amended as follows:

~~On July 8, 2011, the Company issued~~ a) ~~shareholder~~ $20100,000 ofupon ~~convertible~~execution ~~debt and 20,000 common shares for services and recorded stock compensation expense~~ of ~~$39,500 based on~~ the fair value of the common stock which could be converted. On November 3, 2011, the Company paid $50,000 of convertible debt owed to a related party (see Note 5). As of May 31, 2012, the outstanding convertible debentures owed to this shareholder amounted to $393,159.agreement

~~The~~b) ~~Turkish~~$100,000 ~~subsidiary~~upon ofreceipt by the Company ~~received certain advances during fiscal year 2012 and 2011 from a shareholder. As~~ of ~~May~~investments ~~31,~~amounting ~~2012 and May 31, 2011, the amounts owed~~ to ~~this shareholder were~~ $14500,~~153~~000 ~~and~~or ~~$41,206, respectively and are recorded as liabilities in discontinued operations.~~greater

~~The~~c) ~~Company received non-interest bearing advances from shareholders totaling~~ $~~205~~100,~~672~~000 ~~and~~upon ~~made~~receipt ~~repayments~~by ~~of $65,165 during~~ the ~~year~~Comopany ~~ended May 31, 2012. As~~ of ~~May~~additional ~~31,~~investments ~~2012,~~amounting ~~amounts due~~ to ~~these shareholders totaled~~ $~~140~~500,~~507.~~000 or more

~~NOTE~~Likewise, ~~10–~~the annual ~~STOCK~~interest ~~OPTIONS~~rate of 18% was increased to 20%. The first principal payment of $100,000 was made in May 2013.

~~Fiscal Year 2012~~F-14

OnThe ~~August~~Company ~~29, 2011,~~ evaluated the ~~Company~~modification ~~issued~~and ~~10,500,000~~determined ~~options~~that toit ~~purchase~~was ~~shares~~substantial ofand ~~its~~was ~~common~~therefore ~~stock~~accounted tofor aas ~~member~~an ofextinguishment ~~management and two directors~~ of ~~the Company~~debt. ~~The options have a ten year term and are not exercisable until~~ Consequently, the ~~earliest~~fair value of the ~~Company’s~~15,000 ~~achieving~~common ashares ~~market capitalization~~ of ~~at least~~ $~~150 million or the date the Company’s annual earnings before interest~~30,300 ~~taxes~~ and ~~depreciation~~excess isof atthe ~~least~~shares ~~$7,500,000~~issued inagainst ~~accordance with~~ the ~~stock~~carrying ~~option award agreements. The option grant date fair~~ value ~~was~~of ~~determined~~the todebt be of $2170,~~291,253.~~925 ~~The~~was ~~Company has determined that these performance criteria are not probable at May 31, 2012 therefore the Company has not~~ recorded ~~compensation~~as ~~expense~~loss ~~related~~on todebt ~~these stock options for the year ended May 31, 2012~~extinguishment. ~~In the event there is a change of control, the stock options shall immediately vest.~~

~~Fiscal~~As ~~Year~~of ~~2011~~May 31, 2013, the balance of all convertible debentures was $1,107,000 (including related party debentures totaling $32,000) which includes convertible debentures that are currently in default and subjected to a default interest of 20% amounting to $707,000.

On January 3, 2011 the Company granted 500,000 options to purchase common shares to a newly appointed director of which 100,000 options vested immediately and the remaining 400,000 options vest over a period of 4 years. These options were granted with an exercise price of $0.35 per share and a term of 3 years. The options have a fair value of $171,666 which was calculated using the Black180-~~Scholes~~Day ~~option-pricing~~Convertible ~~model.~~Promissory Notes

OnDuring the year ended May 231, ~~2011~~2012, the Company issued ~~250,000~~four ~~options~~180-day toconvertible ~~purchase~~promissory ~~common~~Notes ~~shares~~(“180-day notes) to athird ~~newly~~party ~~appointed~~investors ~~director~~for ~~which~~$150,000, ~~vest~~with ~~immediately~~maturity dates ranging from August 20, 2013 through September 7, 2013. ~~These~~ ~~options~~The ~~were~~180-day ~~granted~~notes ~~with~~are anconvertible ~~exercise~~into common shares at the conversion price of $01.3550 per share, carry interest rates of 18% per annum and a ~~term~~10% ofdebt 3discount ~~years~~$15,000 due on maturity date. ~~The~~ ~~options~~In ~~have~~conjunction with the 180-day notes, the Company also issued a total of 25,002 warrants with a fair value of $6934,~~027~~765 ~~which~~on ~~was~~the ~~calculated~~issuance ~~using~~date. The warrants were determined to be a derivative due to the ~~Black-Scholes~~reset ~~option-pricing~~provision ~~model~~in their exercise prices and the related fair value was recognized as a debt discount with a corresponding credit to derivative liability.

OnThe ~~various~~180-day ~~dates~~notes were inanalyzed ~~April and May 2011, the Company issued 6,666,667 options to purchase common shares to several investors~~ for ~~services~~a ~~rendered~~beneficial ~~which~~conversion ~~vested~~feature ~~immediately. These options were granted with an exercise price of $0.35 per share~~ and aconcluded ~~term~~that ofbeneficial 3conversion ~~years. The~~feature ~~options~~exists ~~have~~amounting ato ~~fair value of~~ $153,~~476,646 which was calculated using the Black-Scholes option-pricing model~~265.

FThe -total of the original issue discount of $15,000, the warrant fair value of $34,765, and beneficial conversion feature of $53,265 were recognized as a debt discount and amortized over the term of the notes.

~~Table~~60-Day ofPromissory ~~Contents~~Notes

~~Stock~~During ~~option~~the ~~activity~~year isended ~~presented~~May in31, 2013, the Company ~~table~~issued ~~below:~~two 60-day promissory notes (“60-day notes”) to third party investors for $30,000. The 60-day notes matured on April 5, 2013, carry interest rate of 8% per annum and a 10% debt discount due on maturity date. The notes were paid by the Company prior to the maturity date and the discount was fully amortized on the date of payment.

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2010		-	$	-		-	$	-
Granted		7,416,667	$	0.35		3.00	$	445,000
Outstanding at May 31, 2011		7,416,667	$	0.35		2.87	$	445,000
Granted		10,500,000	$	0.35		9.25	$	-
Forfeited		(250,000)	$	0.35		-
Outstanding at May 31, 2012		17,666,667	$	0.35		6.31	$	-
Exercisable at May 31, 2012		6,866,667	$	0.35		1.89	$	-

For the years ended May 31, 2013 and 2012, debt discount amortization recorded to interest, for the convertible debentures, 180-day notes and 60-day notes, amounted to $324,054 and $1,539,456, respectively.

~~During~~NOTE 7 ~~the~~– year ended May 31, 2012, the Company recognized option expense of $47,691. As of May 31, 2012, there was approximately $2,386,694 of total unrecognized compensation cost related to non-vested stock options which is expected to be substantially recognized when certain performance conditions are met.STOCKHOLDERS’ EQUITY

~~The~~During ~~fair~~the ~~value~~year ofended May 31, 2013, the Company ~~options~~designated ~~granted~~1,000 ~~during~~shares ~~the~~of ~~year~~its ~~ended~~preferred ~~May~~stock 31as Series B Convertible Preferred Stock with a par value of $0.0001 per share, ~~2012~~1,100,000 ~~was~~of ~~estimated~~its atpreferred ~~the~~stock ~~date~~as Series C Convertible Preferred Stock with a par value of ~~grant~~$0.001 ~~using~~per ~~the~~share ~~Black-Scholes~~and ~~option-pricing~~1,200,000 of ~~model~~its preferred stock as Series D Convertible Preferred with ~~the~~a ~~following~~par ~~assumptions:~~value of $0.001.

Market value of stock on grant date	$	$0.24
Risk-free interest rate	$	0.99	%
Dividend yield		0	%
Volatility factor		158%
Weighted average expected life	5 years
Expected forfeiture rate	0		%

The Series B and Series C Convertible Preferred Stock are convertible into 6,667 and 7 common shares, respectively.

~~Warrants~~The Series D Convertible Preferred Stock is convertible into 7 common shares and include 12% cumulative annual dividend payable semiannually on November 30 and May 31. The accrued dividend is also convertible into common shares.

~~Warrant~~The ~~activity~~Company ishad ~~presented~~the infollowing equity transactions during the year ~~table~~ended ~~below~~May 31, 2013:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2011		-	$	-		-	$	-
Granted		5,600,000	$	0.21		1.88	$	-
Outstanding at May 31, 2012		5,600,000	$	0.21		1.88	$	-
Exercisable at May 31, 2012		5,600,000	$	0.21		1. 88	$	-

In August 2012, the Company converted 240 Series A preferred shares into 4,160,000 common shares.

~~The~~· ~~fair~~Convertible ~~value~~debentures oftotaling ~~the warrants granted during the year ended May 31~~$3,293,159 ~~2012~~and ~~was~~accrued ~~estimated~~interest ~~at the date~~ of ~~grant~~$1,050,205 ~~using~~were ~~the~~converted ~~Black-Scholes~~into ~~option-pricing~~2,895,574 ~~model~~common ~~with~~shares ~~the~~(see ~~following~~Note ~~assumptions:~~6).

Market value of stock on grant date	$	0.20 – 0.21
Risk-free interest rate	$	0.095 – 0.35	%
Dividend yield		0	%
Volatility factor		150%-170%
Weighted average expected life	1-3 years
Expected forfeiture rate	0		%

800,000 common shares and warrants with a fair value of $1,431,476 were issued in connection with the modification of debt (see Note 6).

F· -15,000 16common shares with a fair value of $30,300 were issued to an unrelated party in connection with the modification of several convertible debentures (see Note 6).

~~Table~~· 2,133 common shares with a fair value of ~~Contents~~$1,953 were issued to a related party in connection with the issuance of a convertible debenture for $32,000 (see Note 6).

~~NOTE 11 – COMMITMENT AND CONTINGENCIES~~F-15

~~Lawsuit~~· 10,000 common shares with a fair value of $33,000 were issued to a lender as consideration for the waiver in the default of his respective convertible debentures

On· ~~December 26~~859,022 ~~2011,~~common the Company commenced a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement and seeking to cancel the 40,000,000 shares ~~of Common Stock and 3,400,000 warrants issued to the defendants in connection~~ with ~~the~~a ~~Mine~~fair ~~Purchase~~value ~~Agreement. The Company is also seeking damages~~ of $61,~~000~~248,~~000~~270 ~~from~~were ~~the~~issued ~~defendants~~ for ~~breach of contract.~~services

~~Except~~· as60,379 ~~disclosed~~common ~~herein,~~shares wewith ~~are~~a ~~not~~fair ~~aware~~value of ~~any material~~$68,056 ~~existing~~were orissued ~~pending legal proceedings nor are we involved~~ as asettlement ~~plaintiff~~of inaccounts ~~any~~payable ~~material~~and ~~proceeding~~accrued ordirector’s ~~pending litigation.~~fees

~~Acquisition~~· 1,074,999 Series C Convertible Preferred Stock with a fair value of ~~BEST~~$137,587 ~~LLC~~and 4,711,714 common shares with a fair value of $72,733 were issued as a deposit on the acquisition of ZBM.

On· ~~December~~The ~~20, 2011, the~~ Company ~~entered~~received ~~into~~subscriptions ain ~~share exchange agreement (as amended and supplemented on April 24, 2012 and May 12, 2012, respectively) with Seacrest RUS, a company organized under~~ the ~~laws~~aggregate of ~~the Russian Federation and Seacrest Trading Ltd (collectively “Seacrest”)~~$1, ~~the shareholders of Seacrest~~500,000 ~~the~~for ~~equityholders of BEST~~150,000 ~~LLC~~shares ~~(“BEST”), a company organized under the laws~~ of the ~~Russian~~Company’s ~~Federation,~~Series toD ~~acquire~~Convertible aPreferred ~~100%~~Stock ~~equity~~plus ~~interest~~warrants into ~~BEST~~purchase ~~in exchange for~~ an ~~aggregate~~additional ~~of (i) 120~~250,000~~,000~~ common shares~~, (ii)~~ ~~1,000~~at ~~Series~~an Aexercise ~~Convertible~~price ~~Preferred~~of ~~Stock and (iii) 1,000 Series B Perpetual, Convertible Preferred Stock (collectively, the “Exchange Shares”)~~$2.25 ~~BEST~~per ~~owns~~share ~~a 49-year lease to develop~~ and ~~operation~~ a ~~coal~~term ~~mine in Novosibirsk, Russia and approximately 180,000 metric tons~~ of ~~saleable~~three ~~coking coal~~years. In ~~connection~~As ~~with~~consideration ~~the~~for ~~planned~~acquiring ~~acquisition~~these subscriptions, the Company ~~issued~~paid oncommissions ~~March~~of 13$50,000 ~~2012,~~which ~~2,500,000~~have ~~common~~been ~~shares~~deducted ~~and~~from ~~425~~the ~~Series~~proceeds Aon ~~Preferred~~these ~~shares.~~subscriptions

· The Exchange Shares were held in escrow pending satisfactory, documentary proof of (a) transfer of a minimum forecasted extractable quantity of coal of 100,000,000 metric tons of coal and the owner of saleable coking coal stock of not less than $20,000,000 to the Company ~~and~~converted ~~the~~240 ~~inventory’s~~preferred ~~value~~shares ~~from a independent third party or through sale of the inventory; (b) transfer of title and mining rights~~ to ~~the 49-year lease to develop~~4, ~~operate and mine Zavyalov Square~~160, ~~Part 1 at the Toguchina coal field, located in Novosibirsk, Russia to the Company; (c) that there is a forecasted extractable quantity of coal equal to a minimum of 100,~~000~~,000~~ ~~metric~~common tons at the Toguchina coal field; (d) that Seacrest has delivered audited financial statements prepared in US GAAP format within sixty (60) days of the date hereof and (e) that the Seacrest financial statements report no outstanding material liabilities that would have a material adverse effect on the operations of Seacrest and/or the Toguchina operations or ownership of any other assets other than the Toguchina operations (collectively, the “Release Conditions”)shares. ~~The Company has the right to terminate the share exchange agreement if the Release Conditions have not been satisfied within sixty days from the closing of the transaction.~~

As· ofThe ~~July 24, 2012, the~~ Company ~~has not~~ received ~~documentary proof of any of the Release Conditions and accordingly~~$72,000 ~~the~~from ~~Company exercised its right to terminate~~ the ~~share~~sale ~~exchange agreement and has advised Seacrest~~ of ~~the~~180,000 ~~related~~common ~~termination. As~~shares, ~~a result~~ of ~~the~~which ~~termination~~133,333 ~~the~~and 246,~~500,000~~667 ~~common~~were ~~shares~~issued ~~and~~during ~~425~~the ~~Series~~years Aended ~~Preferred~~May ~~shares~~31, ~~are~~2012 ~~not shown as issued~~ and ~~outstanding~~2011, ~~in the consolidated financial statements~~respectively.

On· ~~March 1~~74,000 ~~2012,~~fully ~~the~~vested ~~Company~~common ~~agreed~~shares toand ~~loan~~240 upSeries toA ~~$1.4~~Convertible ~~million~~Preferred toStock ~~Seacrest. The~~were ~~loan~~issued ~~has~~to aconsultants ~~term~~and ofan ~~120~~employee ~~days~~for ~~and~~services isprovided ~~subject~~ to athe ~~monthly~~Company ~~interest~~and ofrecorded ~~2%. An initial advance on~~ the ~~loan~~stock-based compensation of $~~425~~11,~~000~~598,657 ~~was~~which ~~made~~is asequivalent ofto ~~May~~the ~~31,~~fair ~~2012.~~value ~~As a result~~ of the ~~termination~~shares ~~disclosed~~at ~~above,~~ the ~~advance~~date ~~is fully reserved as~~ of ~~May 31, 2012~~grant.

NOTE 128– -STOCK ~~SUBSEQUENT~~OPTIONS ~~EVENTS~~AND WARRANTS

~~Subsequent~~Stock tooption ~~the~~activity ~~end~~for ofyear ~~the~~ended ~~year~~May 31, ~~the~~2013 ~~Company~~is ~~had~~presented in the ~~following~~table ~~equity transactions~~below:

· In August 2012, the Company converted 240 preferred shares to 62,400,000 common shares.

	Number of Shares			Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2012		1,177,778		$	5.25		6.31	$	-
Granted		-		$	-		-	$	-
Forfeited		(348,333	)	$	5.25		-	$	-
Outstanding at May 31, 2013		829,445		$	3.82		4.16	$	-
Exercisable at May 31, 2013		462,778		$	5.25		0.91	$	-

·As ~~During~~of ~~the~~May ~~period~~31, ~~June~~2013, ~~through~~there ~~September~~was ~~2012~~approximately $1,200,180 ~~the~~of ~~Company~~total unrecognized ~~issued~~compensation ~~3,096,845~~cost ~~common~~related ~~shares~~to ~~for~~non-vested ~~services~~stock ~~valued~~options atwhich ~~approximately~~is ~~$230,000~~expected to be substantially recognized when certain performance conditions are met or when there is a change of control.

~~· During the period July through August, the Company converted approximately $1,400,000 of convertible debt into a total of 17,827,451 common shares.~~Warrants

FWarrant -activity 17 is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Outstanding at May 31, 2012		373,333	$	3.15		1.88	$	-
Granted		385,002	$	2.57		-	$	-
Outstanding at May 31, 2013		758,335	$	3.16		1.84	$	-
Exercisable at May 31, 2013		733,335	$	3.09		1.82	$	-

F-16

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company received non-interest bearing advances from shareholders totaling $67,600 and made repayments of $172,266 during the year ended May 31, 2013. As of May 31, 2013, amounts due to these shareholders totaled $35,841.

During the year ended May 31, 2013, the Company paid expenses totaling $666,091 on behalf of their CEO and these costs were included in selling, general and administrative expense.

NOTE 10 – INCOME TAXES

At May 31, 2013 and 2012, the Company had net operating loss carry–forwards for U.S. Federal income tax purposes of approximately $32,000,000 and $23,000,000, respectively that may be offset against future taxable income through 2032. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. No tax benefit has been recognized with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets as of May 31, 2013 and 2012 of approximately $10,850,000 and $7,800,000, respectively, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.

The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any uncertain income tax positions or accrued interest or penalties included in the consolidated balance sheets at May 31, 2013 and 2012, and did not recognize any interest and/or penalties in the consolidated statements of operations during the years ended May 31, 2013 and 2012.

Deferred tax assets consist of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

NOTE 11 – COMMITMENT AND CONTINGENCIES

On December 26, 2011, the Company commenced a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement and seeking to cancel the 2,666,667 shares of Common Stock and 226,667 warrants issued to the defendants in connection with the Mine Purchase Agreement. The Company is also seeking damages of $6,000,000 from the defendants for breach of contract.

On October 2, 2012, the Company was served with a Summons and Notice of Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation, Index No. 653415/2012, Supreme Court, New York County. The Plaintiff is seeking repayment of amounts loaned to the Company’s Turkish subsidiary. The Company has opposed the plaintiff’s motion and asserted a number of defenses including fraud and the forgery of the signatures of certain of the Company’s officers. At a hearing on May 8, 2013, the court granted the Plaintiff’s Motion for Summary Judgment in lieu of complaint for repayment of €450,000. A judgment has not yet been entered in this matter.

The liability related to this loan is included under Liabilities of discontinued operation in the consolidated balance sheets.

Except as disclosed above, the Company is not a party to any other material pending legal proceedings nor is the Company aware of any threatened or contemplated proceeding by any governmental authority against the Company.

NOTE 12 - SUBSEQUENT EVENTS

In June 2013, the Company appointed Daniel J. Kunz as its Executive Chairman of the Board of Directors and, effective September 1, 2013, its Chief Executive Officer. Also on June 17, 2013, Ryan E. Hart was appointed to serve as Vice Chairman of the Board of Directors. Mr. Hart will continue to serve as Chief Executive Officer until September 1, 2013. As compensation for these roles, the Company agreed to compensate Mr. Kunz in the amount of $30,000 per month, 1,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) which vest after three years and warrants to purchase another 1,000,000 shares of Common Stock at an exercise price of $1.72 per share equal to the closing price as of June 17, 2013.

F-17

In June 2013, the Company issued a 60-day promissory note (“60-day note”) to a third party investor for $20,000. The 60-day note matured on August 6, 2013, carries interest at a rate of 8% per annum and a 10% debt discount due on maturity date. This note is currently in default.

In June 2013, the Company accepted subscriptions in the aggregate of $200,000 for 20,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase an additional 33,333 common shares, at an exercise price of $2.25 per share, which expire in three (3) years.

In July 2013, the Company accepted subscriptions in the aggregate of $250,000 for 25,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase an additional 41,667 common shares, at an exercise price of $2.25 per share, which expire in three (3) years.

F-18

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, Zinco Do Brasil, Inc. has duly caused this report to be signed on its behalf by the undersigned persons, and in the capacities so indicated on September 13, 2013.

		ZINCO DO BRASIL, INC.

		By:	/s/ Daniel J. Kunz
			Name: Daniel J. Kunz
			Title: Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Ryan Hart
			Name: Ryan Hart
			Title: Chief Financial Officer
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

Signature	Title	Date

/s/ Daniel J. Kunz	Chief Executive Officer, Executive Chairman	September 13, 2013

/s/ Ryan E. Hart	Chief Executive Officer and Chief Financial Officer; Vice Chairman	September 13, 2013
Ryan E. Hart		September 13, 2013

/s/ Ahmet Calik	Director	September 13, 2013
Ahmet Calik

/s/ Juvenil Felix	Director	September 13, 2013
Juvenil Felix

/s/ Mustafa Askay	Director	September 13, 2013
Mustafa Askay

/s/ Adriano Epeschit	Director; Chief Operating Officer	September 13, 2013
Adriano Epeschit

/s/ Jose Mendo Mizael de Souza	Director	September 13, 2013
Jose Mendo Mizael de Souza

/s/ Edward Dowling	Director	September 13, 2013
Edward Dowling

Filing Compare · Zinco do Brasil, Inc.