UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2013

¨ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Commission file number 000-52630

ZINCO DO BRASIL, INC.

(Exact name of registrant as specified in its charter)

~~Delaware~~	Delaware	~~26-2524571~~	26-2524571
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
	(State or other jurisdiction of incorporation ororganization)		(IRS Employer Identification No.)

100 Park Avenue Suite 1600 New York, New York 10017 (Address of principal executive offices) (212) 984-0628 (Issuer's telephone number)

(212) 984-0628 (Issuer's telephone number)

Check whether the registrant (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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 x No ¨

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 of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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 Securities Exchange Act of 1934) (check one): Yes ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 2326,~~563~~020,~~850~~826 shares of common stock, par value $0.0001 per share, as of ~~October~~January 21, ~~2013~~2014.

Zinco Do Brasil, Inc.

		Page Number
		PageNumber
PART 1 – Financial Information
Item 1 – Unaudited Financial Information:
Consolidated Balance Sheets as of August 31, 2013 and May 31, 2013 (Unaudited)		2
Consolidated Balance Sheets as of November 30, 2013 and May 31, 2013 (Unaudited)		2
Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended August 31, 2013 and 2012 (Unaudited)		3
Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended November 30, 2013 and 2012 (Unaudited)		3
Consolidated Statement of Stockholders Deficit for the Three Months Ended August 31, 2013 (Unaudited)		4
Consolidated Statement of Stockholders Deficit for the Six Months Ended November 30, 2013 (Unaudited)		4
Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2013 and 2012 (Unaudited)		5
Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2013 and 2012 (Unaudited)		5
Notes to the Consolidated Financial Statements (Unaudited)		6
Item 2 - Management’s Discussion and Analysis or Financial Condition and Results of Operations		11
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		13
Item 4 - Controls and Procedures		1314
PART II - Other Information (Items 1-6)		1415

Zinco Do Brasil, Inc.

Consolidated Balance Sheets

Unaudited

	August 31, 2013				May 31, 2013
	November 30, 2013			May 31, 2013
ASSETS
Current assets:
Cash	$	~~18,208~~-		$	$687	~~687~~
Total current assets		~~18,208~~-			687	~~687~~
Other assets:
Deposit on acquisition of Zinco do Brasil, Inc.		~~210~~240,~~320~~024			210,320	~~210,320~~
TOTAL ASSETS	$	~~228~~240,~~528~~024		$	$211,007	~~211,007~~
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,~~286~~428,~~741~~690		$	$1,515,857	~~1,515,857~~
Accrued interest		1498,~~178,190~~547			940,089	~~940,089~~
Related party payable		479,~~355~~346			35,841	~~35,841~~
Derivative liabilities		319,888				499,646
Turigay judgement payable		1,243,164			-
Short-term debt		793,740				735,329
Derivative liabilities		65,848			499,646
Convertible debt - related party, net of unamortized discount of $- and $492 as of August 31, 2013 and May 31, 2013, respectively		32,000				31,508
Short-term debt		-			735,329
Convertible debt, net of unamortized discount of $860 and $51,156 as of August 31, 2013 and May 31, 2013, respectively		1,244,140				1,173,844
Convertible debt - related party, net of unamortized discount of $- and $492 as of November 30, 2013 and May 31, 2013, respectively		32,000			31,508
Total current liabilities		4,859,054				4,932,114
Convertible debt, net of unamortized discount of $- and $51,156 as of November 30, 2013 and May 31, 2013, respectively		1,245,000			1,173,844
Total liabilities		4,859,054				4,932,114
Total current liabilities		4,592,595			4,932,114
Stockholders' Deficit:
Total liabilities		4,592,595			4,932,114
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-				-
Stockholders' Deficit:
Series B Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-				-
Series A Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-			-
Series C Preferred stock: $0.001 par value; 1,100,000 shares authorized; 1,074,999 shares issued and outstanding		1,075				1,075
Series B Preferred stock: $0.0001 par value; 1,000 shares authorized; 0 shares issued and outstanding		-			-
Series D Preferred Stock: $0.001 par value; 1,200,000 shares authorized; 195,000 and 150,000 shares issued and outstanding as of August 31, 2013 and May 31, 2013, respectively		195				150
Series C Preferred stock: $0.001 par value; 1,100,000 shares authorized; 1,074,999 shares issued and outstanding		1,075			1,075
Common stock: $0.0001 par value; 300,000,000 shares authorized; 23,563,850 shares issued and outstanding		2,356				2,356
Series D Preferred Stock: $0.001 par value; 1,200,000 shares authorized; 195,000 and 150,000 shares issued and outstanding as of November 30, 2013 and May 31, 2013, respectively		195			150
Additional paid-in capital		42,054,854				41,678,431
Common stock: $0.0001 par value; 300,000,000 shares authorized; 26,020,826 and 23,563,850 shares issued and outstanding as of November 30, 2013 and May 31, 2013, respectively		2,602			2,356
Accumulated other comprehensive income		212,324				212,324
Additional paid-in capital		42,084,312			41,678,431
Accumulated deficit		(46,868,471	)			(46,582,584	)
Accumulated other comprehensive income		212,324			212,324
Total stockholders' deficit of Zinco Do Brasil, Inc.		(4,597,667	)			(4,688,248	)
Accumulated deficit		(46,620,220)			(46,582,584)
Non-controlling interest		(32,859	)			(32,859	)
Total stockholders' deficit of Zinco Do Brasil, Inc.		(4,319,712)			(4,688,248)
Total equity		(4,630,526	)			(4,721,107	)
Non-controlling interest		(32,859)			(32,859)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	228,528			$	211,007
Total equity		(4,352,571)			(4,721,107)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	240,024		$	211,007

See accompanying notes to the unaudited consolidated financial statements.

	2

Zinco Do Brasil, Inc.

Consolidated ~~Statement~~Statements of Operations and Comprehensive Loss

Unaudited

	Three months ended August 31,
	Three Months Ended						Six Months Ended
	2013				2012
	November 30,						November 30,
Professional fees	$	85,453			$	58,404
	2013			2012			2013		2012
Selling, general and administrative expenses		230,959				509,581
Professional fees	$	56,063		$	88,428		$	141,516	$	146,831
Total operating expenses		316,412				567,985
Selling, general and administrative expenses		169,993			243,812			400,952		753,394
Loss from operations		(316,412	)			(567,985	)
Total operating expenses		226,056			332,240			542,468		900,225
Other (income) expense:
Loss from operations		(226,056)			(332,240)			(542,468)		(900,225)
Derivatives gain		(274,919	)			(395,200	)
Other (income) expense:
Interest expense		235,534				467,221
Derivatives (gain) loss		(254,040)			3,708			(528,959)		(391,492)
Loss on foreign currency transactions		8,860				-
Interest expense		165,695			444,072			401,229		911,293
Loss on extinguishment of debt		-				631,476
Loss on foreign currency transactions		39,289			-			48,149		-
Debt conversion expense		-				966,747
Gain on settlement of debt and accrued interest		(425,251)			-			(425,251)		-
Total other (income) expense		(30,525	)			1,670,244
Loss on extinguishment of debt		-			-			-		631,476
Net loss	$	(285,887	)		$	(2,238,229	)
Debt conversion expense		-			890,685			-		1,857,432
Deemed dividend related to incremental beneficial conversion feature on preferred stock		(95,195	)			-
Total other (income) expense		(474,307)			1,338,465			(504,832)		3,008,709
Preferred dividends		(52,849	)			-
Net income (loss)		248,251			(1,670,705)			(37,636)		(3,908,934)
Net loss attributable to common stockholders	$	(433,931	)		$	(2,238,229	)
Deemed dividend related to incremental beneficial conversion feature on preferred stock		-			-			(95,195)		-
Basic and diluted net loss per common share	$	(0.02	)		$	(0.18	)
Preferred dividends		(58,340)			-			(111,189)		-
Weighted average number of common shares outstanding - basic and diluted		23,563,850				12,301,385
Net income (loss) attributable to common stockholders	$	189,911		$	(1,670,705)		$	(244,020)	$	(3,908,934)
Comprehensive loss
Basic and diluted income (loss) per common share:	$	0.01		$	(0.09)		$	(0.01)	$	(0.25)
Net loss	$	(285,887	)		$	(2,238,229	)
Weighted average number of common shares outstanding - basic and diluted		24,959,984			18,990,588			24,254,246		15,635,661
Foreign currency translation adjustments		-				(17,552	)
Comprehensive income (loss)
Total comprehensive loss	$	(285,887	)		$	(2,255,781	)
Net income (loss)	$	248,251		$	(1,670,705)		$	(37,636)	$	(3,908,934)
Foreign currency translation adjustments		-			(45,342)			-		(62,894)
Total comprehensive income (loss)	$	248,251		$	(1,716,047)		$	(37,636)	$	(3,971,828)

See accompanying notes to the unaudited consolidated financial statements.

	3

Zinco Do Brasil, Inc.

Consolidated Statement of Stockholders' Deficit

For the ~~three~~Six ~~months~~Months ~~ended August~~Ended 31November 30, 2013

Unaudited

	Preferred Stock Series A					Preferred Stock Series C		~~Preferred Stock Series C~~		Preferred Stock Series D			Common Stock	~~Preferred Stock Series D~~			Additional Paid-in		Subscription	~~Common Stock~~		Accumulated Other Comprehensive			Accumulated		~~Additional Paid~~Non-inControlling		Total Stockholders' Equity	~~Accumulated Other Comprehensive~~		~~Accumulated~~			~~Non- Controlling~~			~~Total Stockholders' Equity~~
	Shares		Amount		~~Amount~~	Shares	Amount	~~Shares~~		Shares	Amount		Shares	~~Shares~~	Amount		~~Amount~~Capital		Receivable	~~Shares~~		Income		~~Amount~~	Deficit		~~Capital~~Interest		(Deficit)	~~Income~~		~~Deficit~~			~~Interest~~			~~(Deficit)~~
Balance, May 31, 2013	-	-		-		-1,074,999	$	1,075	~~1,074,999~~	150,000	$	~~1,075~~150	23,563,850		~~150,000~~$	2,356	$	~~150~~41,678,431	$	-	~~23,563,850~~	$	212,324	$	~~2,356~~$	(46,582,584)	$	41(32,~~678,431~~859)	$	$(4,721,107)	~~212,324~~	$	~~(46,582,584~~	)	$	~~(32,859~~	)	$	~~(4,721,107~~	)
Issuance of Series D convertible preferred stock for cash		-				-			-			-			45,000			45			-				-			354,794			-		-			-			354,839
Stock issued for deposit on Ouro do Brasil transaction													2,456,976			246		29,458												29,704
Stock-based compensation -warrants		-				-			-			-			-			-			-				-			21,629			-		-			-			21,629
Issuance of Series D convertible preferred stock for cash	-			-		-		-		45,000		45	-			-		354,794		-			-			-		-		354,839
Preferred Dividends		-				-			-			-			-			-			-				-			-			-		-			-			-
Stock-based compensation -warrants	-			-		-		-		-		-	-			-		21,629		-			-			-		-		21,629
Deemed dividends on preferred stock due to beneficial conversion feature		-				-			-			-			-			-			-				-			-			-		-			-			-
Preferred dividends	-			-		-		-		-		-	-			-		-		-			-			-		-		-
Net loss		-				-			-			-			-			-			-				-			-			-		(285,887	)		-			(285,887	)
Deemed dividends on preferred stock due to beneficial conversion feature	-			-		-		-		-		-	-			-		-		-			-			-		-		-
		-			$	-			1,074,999		$	1,075			195,000		$	195			23,563,850			$	2,356		$	42,054,854		$	212,324	$	(46,868,471	)	$	(32,859	)	$	(4,630,526	)
Net loss	-			-		-		-		-		-	-			-		-		-			-			(37,636)		-		(37,636)
Balance November 30, 2013	-		$	-		1,074,999	$	1,075		195,000	$	195	26,020,826		$	2,602	$	42,084,312	$	-		$	212,324		$	(46,620,220)	$	(32,859)	$	(4,352,571)

See accompanying notes to the unaudited consolidated financial statements.

	4

Zinco Do Brasil, Inc.

Consolidated Statements of Cash Flows

Unaudited

	Three months ended
	Six Months Ended
	August 31,				August 31,
	November 30,			November 30,
	2013			2012	~~2012~~
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~285~~37,~~887~~636)	)	$	$(3,908,934)	~~(2,238,229~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on derivatives		(~~274~~528,~~919~~959)	)		(391,492)	~~(395,200~~	)
Stock-based compensation		21,629			460,097	~~239,084~~
Amortization of debt discount		5253,~~788~~648			247,311	~~156,826~~
Loss on debt extinguishment		-			631,476	~~631,476~~
Loss on foreign currency transactions		848,~~860~~149			-	-
Gain on settlement of accrued expenses		-				(24,583	)
Gain on settlement of debt and accrued interest		(425,251)			-
Debt conversion expense		-				966,747
Gain on settlement of accrued expenses		-			(24,583)
Changes in operating assets and liabilities:
Debt conversion expense		-			1,857,432
Accounts payable and accrued expenses		56,536				401,066
Changes in operating assets and liabilities:
NET CASH USED IN OPERATIONS		(420,993	)			(262,813	)
Accounts payable and accrued expenses		354,228			833,657
CASH FLOWS FROM FINANCING ACTIVITIES
NET CASH USED IN OPERATIONS		(514,192)			(295,036)
Proceeds from issuance of Series D convertible preferred stock		450,000				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible debt		20,000				-
Proceeds from issuance of Series D convertible preferred stock		450,000			-
Proceeds from issuance of convertible debt - related party		-				32,000
Proceeds from issuance of convertible debt		20,000			-
Advances from related parties		15,445				35,100
Proceeds from issuance of convertible debt - related party		-			32,000
Payments on advances from related parties		(46,931	)			(103,500	)
Advances from related parties		90,436			67,600
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		438,514				(36,400	)
Payments on advances from related parties		(46,931)			(103,500)
NET CHANGE IN CASH AND CASH EQUIVALENTS		17,521				(299,213	)
CASH PROVIDED BY FINANCING ACTIVITIES		513,505			(3,900)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		687				299,298
NET CHANGE IN CASH AND CASH EQUIVALENTS		(687)			(298,936)
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18,208			$	85
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		687			299,298
SUPPLEMENTAL CASH FLOW INFORMATION
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-		$	362
Cash paid during the period for:
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes	$	-			$	-
Cash paid during the period for:
Interest	$	12,884			$	-
Income taxes	$	-		$	-
NONCASH INVESTING AND FINANCING ACTIVITIES
Interest	$	12,883		$	-
Debt discount due to common stock issued with debt and beneficial conversion feature	$	-			$	1,953
NONCASH INVESTING AND FINANCING ACTIVITIES
Derivative liabilities due to warrants issued with Series D Preferred Stock	$	95,161			$	-
Debt discount due to common stock issued with debt and beneficial conversion feature	$	-		$	1,953
Common stock issued to settle accrued expenses	$	-95,161		$	$68,056	~~37,917~~
Conversion of convertible debt and accrued interest to equity	$	-		$	$3,460,496	~~2,013,096~~
Interest converted to debt principal	$	-		$	$25,000	~~25,000~~
Conversion of Series A Preferred Stock to common stock	$	-		$	$416	~~6,240~~
Fair value of common stock issued as a deposit to Sellers of Zinco do Brasil, Inc.	$	29,704		$	14,731,927

See accompanying notes to the unaudited consolidated financial statements.

	5

Zinco Do Brasil, Inc.

Notes to Consolidated Financial Statements

~~August~~ November 3130, 2013

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Zinco Do Brasil, Inc. (formerly TurkPower Corporation) (the “Company”) was incorporated in Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the purpose of developing an e-commerce website to sell ink printer cartridges and toner. On September 28, 2012, we (i) changed our name to Zinco do Brasil, Inc., (ii) effected a reverse split on a 1:15 basis and (iii) increased the number of our 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.

On August 14, 2012, the Company entered into a Binding Agreement (the “Agreement”) with Ouro do Brasil Holdings Ltd. (“OBH”) and IMS Engenharia Mineral Ltda. (“IMS”) for the proposed acquisition of 99.9% (the “Transaction”) of the capital stock of Zinco do Brasil Mineracao Ltda., a company to be formed under the laws of Brazil (“ZBM”), which will be owned by OBH and IMS. Pursuant to the Agreement, the Company will acquire 99.9% of the total capitalization of ZBM in exchange for (i) 7,166,667 newly issued shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”), to OBH (the “OBH Shares”) and (ii) 1,075,000 shares of a newly-created Series C Preferred Stock, par value $0.0001 per share, to IMS (the “IMS Shares”). At the closing of the Transaction (the “Closing”) all officers, directors and shareholders holding 10% or more of the Company’s Common Stock shall enter into lock-up agreements.

The Company has issued ~~4,711,714~~all of the OBH Shares to OBH and the IMS Shares to IMS. The balance of the respective shares will be issued to OBH at the Closing pursuant to a Final Transaction Agreement (“Transaction Agreement”) to be executed by the parties upon the formation of ZBM. The Transaction Agreement will contain customary terms, conditions, and covenants for a transaction of this nature.

In connection with the Transaction, the Company will convert an aggregate of 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.

The Agreement has been extended on multiple occasions in part, as a result of the substantial, partial performance made by the Company in its efforts to complete the acquisition, including the delivery of ~~4,711,714~~all shares of common stock and ~~1,074,999 shares of~~ Series C Preferred Stock, as well as the conversion of an aggregate of $4,343,364 of convertible debt and related accrued interest into shares of common stock at $1.50 per share. The Company continues to devote all its efforts and operations toward the preparation of engaging in mining operations upon consummation of the transaction.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying interim consolidated financial statements as of and for the ~~three~~six months ended ~~August~~November 3130, 2013 and 2012 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed with the SEC as part of the Company’s Annual Report on Form 10-K/A, which was filed on September 20, 2013.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ~~its~~the Company’s 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.

	6

Use of estimates

The preparation of 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 period. Actual results could differ from these estimates.

Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts payable and accrued expenses, 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.

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.

●	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 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 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.
•	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.

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 ~~August~~November 3130, 2013:

	Amount		Level 1	~~Level 1~~		Level 2		~~Level 2~~	Level 3		~~Level 3~~
Embedded conversion derivative liability	$	1410,~~182~~935	$	$-	-	$	-	$	-$	10,935	$	~~14,182~~
Warrant derivative liabilities		~~305~~54,~~706~~913		-	-		-		-	54,913		~~305,706~~
Total	$	~~319~~65,~~888~~848	$	$-	-	$	-	$	-$	65,848	$	~~319,888~~

	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

The following table provides a 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:

Balance at May 31, 2013	$	499,646
Fair value of warrant derivative liabilities at issuance		95,161
Unrealized derivative gains included in other expense		(~~274~~528,~~919~~959)	)
Balance at August 31, 2013	$	319,888
Balance at November 30, 2013	$	65,848

The fair 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.

Beginning December 1, 2012, the Company used the Lattice model to value derivative instruments issued subsequent to November 30, 2012. The change is considered a change in estimate and is applied prospectively. For warrants issued prior to December 1, 2012, the Company ~~continues~~continued to use the Black Scholes model.

	7

As of ~~August~~November 3130, 2013, there were a total of ~~496~~350,~~670~~003 derivative warrants outstanding, all of which ~~146,667~~ were valued using ~~Black Scholes and 350,003 were valued using~~ the Lattice model.

The following are the assumptions used for derivative instruments valued using the Black Scholes option pricing model:

	August 31, 2013			May 31, 2013
	November 30, 2013			May 31, 2013
Market value of stock on measurement date	$	10.27375		$	1.80
Risk-free interest rate		0.~~02 - 0.03~~06	%		0.04	%
Dividend yield		0	%		0	%
Volatility factor		~~27 - 74~~312	%		49 - 50	%
Term		0.~~00 - 0.~~17 year			0.25 - 0.31 year

The following are the assumptions used for derivative instruments valued using the Lattice model:

	Initial Valuations			~~August~~November 3130, 2013
Market value of common stock on measurement date	$	1.48-$ – 1.67		$	10.27375
Adjusted exercise price	$	1.99-$ – 2.25		$	12.9918 -$ 2.5043
Risk free interest rate		0. 60- – 0.66	%		0.5928 - 0.7942	%
Warrant lives in years		3			2.3207 - 2.8258
Expected volatility		158 - 159	%		~~140~~159 -~~144~~ 162	%
Expected dividend yields		0	%		0	%
Offering price range	$	1.32 - 2.51		$	1.04 - 2.51

The Company has considered the provisions of ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in each debenture could result in the note principal being converted to a variable number of the Company’s common shares.

Reclassification

Certain accounts in the prior period were reclassified to conform with the current period financial statements presentation.

NOTE 3 - GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company had a net loss of $~~285~~37,~~887~~636 for the ~~three~~six months ended ~~August~~November 3130, 2013 and had a working capital deficit as of ~~August~~November 3130, 2013 of $4,~~840~~592,~~846~~595. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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 recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - DEPOSIT ON ACQUISITION OF ZINCO DO BRASIL MINERACAO LTDA.

On August 14, 2012, the Company agreed with OBH and IMS for the proposed acquisition of 99.9% of ZBM, which will be owned by OBH and IMS. Pursuant to the agreement, the Company will acquire 99.9% of ZBM in exchange for (i) 7,166,667common shares to OBH and (ii) 1,075,000 Series C preferred shares to IMS (the “IMS Shares”). The Company also agreed to raise $17 million which will be used to complete the acquisition of the zinc project.

As of the date of this filing, ZBM has not been formed and the transaction has not been completed, although ~~some~~all of the shares have been issued. ~~As of August 31, 2013, 1,074,999 Series C preferred shares and 4,711,714 common shares have been issued.~~ The fair value of OBH shares and IMS shares issued as of ~~May~~November 3130, 2013 of $~~210~~240,~~320~~024 has been recorded as a deposit on the acquisition. Since the above transaction has not yet closed and given that the Company has no existing operations, 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 consummated, IMS shall have the right to rescind 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.

On February 13, 2013, 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 complete the acquisition of the zinc mine, until June 14, 2013. On June 14, 2013, the agreement was further extended to September 14, 2013. The Company is currently working on a further extension of the agreement.

	8

NOTE 5 -– ~~SHORT~~TURIGAY ~~TERM~~JUDGMENT ~~DEBT~~PAYABLE

As ~~of August 31, 2013 and~~ May 31, 2013, the Company ~~owes~~owed $~~793,740 and $~~735,329, ~~respectively,~~ to an unrelated party. The loan is unsecured, bears annual interest at 25.0% and matured on December 15, 2011. While delinquent, the Company iswas required to pay 2.5% interest per month on the principal balance to the lender. As of ~~August 31, 2013 and~~ May 31, 2013, accrued interest related to this note iswas $~~759,816 and $~~370,042~~, respectively~~. The Company recorded interest expense of $~~104~~84,~~312~~661 and $7288,~~800~~777 for the three months ended ~~August~~November 3130, 2013 and 2012 and $188,973 and $161,577 for the six months ended November 30 2013 and 2012. AsOn November 4, 2013, the Supreme Court of ~~August~~the 31State of New York entered a judgment in the favor of the unrelated party and it was determined that $1,243,164 was owed under the judgment. The total recorded balance of the loan and accrued interest as of November 4, 2013 had been $1,668,415, ~~this~~and ~~loan~~the isCompany inhas ~~default~~recognized a gain on settlement of debt and accrued interest of $425,251 as a result of this judgment.

NOTE 6 - CONVERTIBLE DEBT

Convertible debt consisted of the following:

	August 31, 2013				May 31, 2013
	November 30, 2013			May 31, 2013
Six-month secured convertible debentures	$	275,000		$	$275,000	~~275,000~~
One-year term debentures		832,000			832,000	~~832,000~~
180-day promissory notes		150,000			150,000	~~150,000~~
60-day promissory notes		20,000			-	-
	$	1,277,000			1,257,000	~~1,257,000~~
Less - Debt discount		(~~860~~- )	)		(51,648)	~~(51,648~~	)
	$	1,~~276~~277,~~140~~000		$	$1,208,352	~~1,208,352~~
Convertible debt – related party	$	32,000		$	$31,508	~~31,508~~
Convertible debt – third party		1,~~244~~245,~~140~~000			1,173,844	~~1,173,844~~
	$	1,~~276~~277,~~140~~000		$	$1,205,352	~~1,205,352~~

During the ~~three~~six months ended ~~August~~November 3130, 2013, the Company issued a 60-day promissory note to a third party investor for $20,000. This note matured on August 6, 2013, and carries interest at a rate of 8% per annum and a 10% debt discount of $2,000 due on its maturity date. As of ~~August~~November 3130, 2013, this note and 180-day promissory notes totaling to $100,000 are currently in default.

As As of ~~August~~November 3130, 2013, the balance of all convertible debentures was $1,277,000 (including related party debentures totaling $32,000) which ~~includes convertible debentures that~~ are all currently in default ~~amounting to $1~~,~~027,000,~~ of which $~~732~~782,000 carries a default interest rate ranging from 20% to 24%.

For the ~~three~~ six months ended ~~August~~November 3130, 2013 and 2012, debt discount amortization recorded to interest amounted to $5253,~~788~~648 and $~~156~~247,~~826~~311, respectively.

NOTE 7 - STOCKHOLDERS’ EQUITY

The Company had the following equity transactions during the ~~three~~ six months ended ~~August~~November 3130, 2013:

· The Company received subscriptions from non-related parties of $450,000 for 45,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase an additional 75,001 common shares at an exercise price of $2.25 per share and a term of three years. The conversion feature of the Preferred Stock was evaluated and it was determined that a beneficial conversion feature exists. The Company recorded $95,195 as a deemed dividend. As the Company had a negative retained earnings balance at the date of issuance, the dividends were accounted for as a debit and credit to additional paid-in capital. · The Company issued 2,456,976 shares with a fair value of $29,704 as a deposit on the acquisition of ZBM · The Company recorded stock-based compensation of $21,629 related to amortization of the fair value of warrants on the date of grant that were issued to a consultant for services provided to the Company.

During the ~~three~~six months ended ~~August~~November 3130, 2013, the Company accrued dividends of $52111,~~849~~189 due on Series D Convertible Preferred Stock. As of ~~August~~November 3130, 2013, cumulative dividends due on Series D Convertible Preferred Stock totaled $94152,~~438~~778.

NOTE 8 - STOCK OPTIONS AND WARRANTS

Stock option activity for three months ended August 31, 2013 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, 2013		829,445	$	5.25		4.16	$	-
Granted		-	$	-		-	$	-
Forfeited		-	$	-		-	$	-
Outstanding at August 31, 2013		829,445	$	5.25		3.91	$	-
Exercisable at August 31 , 2013		462,778	$	5.25		0.66	$	-

	9

~~As of August 31, 2013, there was approximately~~ ~~$1,200,180~~NOTE of8 ~~total unrecognized compensation cost related to non~~-~~vested~~ ~~stock~~STOCK ~~options~~OPTIONS ~~which~~AND ~~is expected to be substantially recognized when certain performance conditions are met or when there is a change of control.~~WARRANTS

Stock option activity for six months ended November 30, 2013 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, 2013	829,445	$	5.25	4.16	$	-
Granted	-	$	-	-	$	-
Forfeited	-	$	-	-	$	-
Outstanding at November 30, 2013	829,445	$	5.25	3.66	$	-
Exercisable at November 30 , 2013	462,778	$	5.25	0.41	$	-

As of November 30, 2013, there was approximately $1,200,180 of total unrecognized compensation cost related to non-vested stock options which is expected to be substantially recognized when certain performance conditions are met or when there is a change of control.

Warrants

Warrant activity is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		~~Weighted- average Exercise Price~~	Weighted- average Remaining Contractual Term (years)	Aggregate Intrinsic Value	~~Weighted- average Remaining Contractual Term (years)~~		~~Aggregate Intrinsic Value~~
Outstanding at May 31, 2013	758,335	~~758,335~~	$	3.16	$	31.1684	$	-	~~1.84~~	$	-
Granted	75,001	~~75,001~~	$	2.25	$	~~2.25~~-	$	-	-	$	-
Outstanding at August 31, 2013		833,336			$	3.08			1.70	$	-
Forefeited	(146,667)		$	1.50		-	$	-
Exercisable at August 31, 2013		833,336			$	3.08			1.70	$	-
Outstanding at November 30, 2013	686,669		$	3.42		1.82	$	-
Exercisable at November 30, 2013	686,669		$	3.42		1.82	$	-

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company received non-interest bearing advances from shareholders totaling $1590,~~445~~436 and made repayments of $46,931 during the ~~three~~six months ended ~~August~~November 3130, 2013. As of ~~August~~ 31November 30, 2013, amounts due to these shareholders totaled $479,~~355~~346.

During the ~~three~~six months ended ~~August~~November 3130, 2013, the Company made payments to its CEO totaling $70,158, which included reimbursement for expenses paid for by the CEO on behalf of the Company totaling $37,474. Expenses included travel expenses, general administrative expenses, as well as payments to service providers which were initially paid for by the CEO.

NOTE 10 - 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 in the amount of $1,177,352, plus costs and disbursements was entered on October 16, 2013.

The liability related to this loan is reported as short-term debt 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 11 - SUBSEQUENT EVENTS

On October 16, 2013, a judgment in the amount of $1,177,352 plus costs and disbursements was entered against the Company in the action entitled Turigay Affiliates Corp. v. TurkPower Corporation , Index No. 653415/2012, Supreme Court, New York County.

	10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

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 the Company 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, the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.

(a) Overview

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 organizedto develop an e-commerce website to sell ink printer cartridges and toner. 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

Upon execution of the Agreement, Juvenil Felix, Ed Dowling and Jose Mendo de Souza were appointed to the Company’s Board of Directors on or before the Closing; James Davidson was appointed Chairman and Chief Executive Officer; Ryan Hart, the Company’s former Chairman and Chief Executive Officer, was appointed as President; and Adriano Espeschit was appointed a Director and Chief Operations Officer. On September 26, 2012, the Registrant accepted the resignation of Kaveh Meghdadpour as member of the Board of Directors. On December 17, 2012, the Board resolved to remove James Davidson as Chairman and Chief Executive Officer and appointed Ryan Hart as interim Chairman and Chief Executive Officer. On June 17, 2013, the Registrant appointed Daniel J. Kunz as its Executive Chairman of the Board of Directors and, effective ~~December~~upon 1,closing ~~2013~~of substantial funding, its Chief Executive Officer. Also on June 17, 2013, Ryan E. Hart was appointed to serve as Vice Chairman of the Board of Directors.

	11

ZBM will become a wholly-owned subsidiary of the Company, and the Company amended its Articles of Incorporation to change its name to “Zinco do Brasil, Inc.” This change was approved by the State of Delaware effective September 28, 2012.

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.

As of the date of this filing, ZBM has not been formed and the transaction has not been completed. The fair value of OBH shares and IMS shares of $~~210~~240,~~320~~024 has been recorded as a deposit on the acquisition.

On February 13, 2013, 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.

On 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 extend 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. The Company is currently working on a further extension of the agreement.

The extension was granted, in part, as a result of the substantial, partial performance made by the Registrant in its efforts to complete the acquisition, including the delivery of ~~4,711,714~~ ~~shares~~all of ~~common~~the ~~stock and 1,074,999~~ shares of common stock Series C Preferred Stock, as well as the conversion of an aggregate of $4,343,364 of convertible debt and related accrued interest 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.

(b) Going Concern

For the ~~Three~~ Six Months Ended ~~August~~November 3130, ~~2013 and~~ 2012

For the ~~three~~six months ended ~~August~~November 3130, 2013 and 2012, our professional fees were $85141,~~453~~516 and $58146,~~404,~~831 respectively.

For the ~~three~~ six months ended ~~August~~November 3130, 2013 and 2012, our selling, general and administrative expenses were $~~230~~400,~~959~~952 and $~~509~~753,~~581,~~394 respectively. The decrease in selling, general and administrative expenses was primarily due to ~~the~~a decrease in ~~stock~~consulting ~~based~~services ~~compensation~~ of $~~233~~71,~~179,~~000 ~~which~~and ~~decreased~~a asdecrease ~~certain~~in stock~~-based awards~~ ~~were~~compensation ~~fully~~of ~~amortized in prior periods~~$272,000.

For the ~~three~~six months ended ~~August~~November 3130, 2013 and 2012, we recorded other (income) ~~expense~~ of $~~(30~~504,~~525)~~832 and ~~$1,670,244, respectively. The decrease in~~ other ~~(income)~~ expense ~~was~~ ~~primarily due to (a) a loss on extinguishment~~ of ~~debt of~~ $~~631~~3,~~476 and debt conversion expenses of $966~~008,~~747 for the three months ended August 31~~709, ~~2012,~~respectively. ~~which~~The ~~were~~change ~~not~~is ~~repeated~~primarily ~~in the three months ended August 31, 2013, offset by~~ a ~~decrease~~result inof the ~~derivative gain of $120,281 in 2013.~~following:

~~(d)~~· ~~Liquidity~~Gain on settlement of debt and ~~Capital~~accrued ~~Resources~~interest of $425,251 for the six months ended November 30, 2013 compared to a loss on debt extinguishment of $631,476 for the six months ended November 30, 2012

~~At August 31,~~ ~~2013,~~· Debt weconversion ~~had~~expense ~~cash~~ of $181,~~208~~857,432 asfor ~~compared~~the tosix ~~$687~~months atended ~~May~~November 3130, ~~2013.~~2012, ~~This~~which ~~increase~~were ~~was~~not ~~primarily~~repeated ain ~~result of proceeds from~~ the ~~issuance of~~six ~~Series~~months Dended ~~Preferred~~November ~~Stock of $450~~30,~~000~~ ~~and cash used in operations of $420,993.~~2013

~~During~~· ~~the~~Decrease ~~next 12~~in ~~months~~interest weexpense ~~anticipate~~of ~~incurring~~$510,064, ~~costs~~due ~~related~~ to the ~~consummation of the acquisition of ZBM, the exploration and development of ZBM~~Company’s ~~mineral~~efforts ~~rights~~to convert and ~~fundraising~~settle ~~activities.~~outstanding debt

~~We believe we will be able to meet these~~ ~~costs~~· Increase ~~through~~in ~~the~~derivatives ~~use~~gain of ~~funds~~$137, to be loaned by or invested in us by our stockholders, management or other investors. However, there can be no assurance that we will be able to secure such funds or that if we do so, that they will be on terms that are favorable to the Company.467

12· Foreign currency losses of $48,149 for the six months ended November 30, 2013

~~Off-Balance~~ For ~~Sheet~~the ~~Arrangements~~Three Months Ended November 30, 2013 and 2012

As For of the ~~date~~three ofmonths ~~this~~ended ~~Quarterly~~November ~~Report~~30, ~~the~~ ~~Company~~2013 ~~does~~and ~~not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition~~2012, ~~changes~~our inprofessional ~~financial~~fees ~~condition,~~were ~~revenues or expenses~~$56,063 ~~results~~and ~~of operations~~$88, ~~liquidity~~428, ~~capital expenditures or capital resources that are material to investors~~respectively. The ~~term~~decrease ~~"off-balance~~was ~~sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is~~ a ~~party, under~~result ~~which~~of ~~the Company has (i) any obligation arising under~~ a ~~guarantee~~decrease ~~contract, derivative instrument or variable interest; or (ii) a retained or contingent interest~~ in ~~assets~~legal ~~transferred~~fees toof ~~such~~approximately ~~entity or similar arrangement that serves as credit~~$27, ~~liquidity or market risk support for such assets~~000.

~~Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.~~12

~~Critical~~ For ~~Accounting~~the ~~Policies~~three months ended November 30, 2013 and 2012, our selling, general and administrative expenses were $169,993 and $243,812, respectively. The decrease was primarily due to the decrease in stock based compensation of $38,690, which decreased as certain stock-based awards were fully amortized in prior periods, and a decrease in consulting and travel expenses of $61,480.

~~Principles~~ For the three months ended November 30, 2013 and 2012, we recorded other (income) expense of ~~Consolidation~~$(474,307) and $1,338,465, respectively. The decrease in other (income) expense was primarily due to the following:

~~The~~· ~~accompanying consolidated~~Gain ~~financial~~on ~~statements~~settlement ~~include~~of ~~the~~debt ~~accounts~~and ofaccrued ~~its~~interest ~~wholly~~of ~~owned~~$425,251 USfor ~~subsidiary,~~the ~~TurkPower~~three ~~USA~~months ~~Corporation~~ended ~~and~~November ~~its~~30, ~~foreign subsidiary~~2013, ~~Turkpower~~with ~~Enerji~~no ~~San.~~related Veother ~~Tic.~~(income) ~~A.S.,~~expense offor ~~which~~ the ~~Company~~three ~~has~~months aended ~~99.8%~~November ~~controlling~~30, ~~interest. All significant intercompany balances and transactions have been eliminated in the consolidation.~~2012

~~Use~~ · Debt conversion expenses of ~~estimates~~$890,685 for the three months ended November 30, 2012, which were not repeated in the three months ended November 30, 2013

~~The~~· ~~preparation~~Decrease ~~of financial statements~~ in ~~conformity~~interest ~~with~~expense ~~U.S.~~of ~~GAAP~~$278,377, ~~requires~~due ~~management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~efforts ofto ~~assets~~convert and ~~liabilities~~ ~~and~~settle ~~disclosure~~outstanding 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 period. Actual results could differ from these estimates.debt

~~Fair~~ · Derivative ~~value~~gain of ~~financial~~$254,040 ~~instruments~~for the three months ended November 30, 2013, compared to a derivative loss of $3,708 for the three months ended November 30, 2012

~~The~~· ~~carrying~~Foreign ~~value~~currency losses of ~~cash and cash equivalents~~$39, ~~receivables,~~289 ~~accounts~~for ~~payable and accrued expenses, and debt approximate their fair values because of~~ the ~~short-term~~three ~~nature~~months ~~of these~~ended ~~instruments.~~November ~~Management~~30, ~~believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.~~2013

~~Seasonality~~ (d) Liquidity and Capital Resources

To At ~~date~~November 30, 2013, we ~~have~~had ~~not~~cash ~~noted~~of ~~any~~$-, ~~significant~~as ~~seasonal~~compared ~~impacts~~to $687 at May 31, 2013.

~~ITEM~~ During 3.the ~~QUANTITATIVE~~next ~~AND~~12 ~~QUALITATIVE~~months ~~DISCLOSURES~~we ~~ABOUT~~anticipate ~~MARKET~~incurring ~~RISK~~costs related to the consummation of the acquisition of ZBM, the exploration and development of ZBM’s mineral rights and fundraising activities.

~~Not~~ We ~~applicable~~believe ~~for~~we ~~smaller~~will ~~reporting~~be ~~companies~~able to meet these costs through the use of funds, to be loaned by or invested in us by our stockholders, management or other investors. However, there can be no assurance that we will be able to secure such funds or that if we do so, that they will be on terms that are favorable to the Company.

~~ITEM~~ Off-Balance 4.Sheet ~~CONTROLS AND PROCEDURES.~~Arrangements

~~Disclosure~~ As ~~controls~~of ~~and~~the ~~procedures~~date ~~include, without~~of ~~limitation~~this Quarterly Report, ~~controls~~the ~~and~~Company ~~procedures~~does ~~designed~~not tohave ~~ensure~~any off-balance sheet arrangements that ~~information~~have ~~required~~or are reasonably likely to behave ~~disclosed~~a bycurrent anor ~~issuer~~future ineffect on the ~~reports that~~Company's itfinancial ~~files~~condition, changes in financial condition, revenues or ~~submits~~expenses, ~~under~~results ~~the~~of ~~Exchange~~operations, ~~Act~~liquidity, iscapital ~~accumulated~~expenditures ~~and~~or ~~communicated~~capital resources that are material to ~~the~~investors. ~~issuer's~~The ~~management,~~term ~~including~~"off-balance ~~its~~sheet ~~principal executive~~arrangement" ~~and~~generally ~~principal~~means ~~financial~~any ~~officers~~transaction, agreement or ~~persons~~other ~~performing~~contractual ~~similar~~arrangement ~~functions,~~to aswhich ~~appropriate~~an toentity ~~allow~~unconsolidated ~~timely~~with ~~decisions~~the ~~regarding required~~Company ~~disclosure.~~is Ita ~~should~~party, beunder ~~noted~~which ~~that~~ the ~~design~~Company ofhas (i) any ~~system~~obligation ofarising ~~controls~~under isa ~~based~~guarantee incontract, ~~part~~derivative ~~upon~~instrument ~~certain~~or ~~assumptions~~variable ~~about the~~interest; ~~likelihood~~or of(ii) ~~future~~a ~~events,~~retained ~~and~~or ~~there~~contingent ~~can~~interest bein noassets ~~assurance~~transferred ~~that~~to ~~any~~such ~~design~~entity ~~will~~or ~~succeed~~similar inarrangement ~~achieving~~that ~~its~~serves ~~stated~~as ~~goals~~credit, ~~under all~~liquidity ~~potential~~or ~~future~~market ~~conditions,~~risk ~~regardless~~support offor ~~how~~such ~~remote~~assets.

~~As of the end of the period covered by~~ ~~this Quarterly Report,~~ Management ~~has~~does ~~concluded that our disclosure controls and procedures are~~ not ~~effective~~believe ~~because~~that ofany ~~the~~other ~~identification of~~recently ~~a material weakness in our internal control over financial reporting~~issued, ~~which~~but ~~we view as an integral part of our disclosure controls and procedures. The material weakness relates to the Company~~ not ~~having~~yet ~~personnel~~effective ~~with knowledge of generally accepted~~ accounting ~~principles.~~ ~~Our~~pronouncements, ~~executive~~if ~~management~~adopted, ~~does~~would ~~not possess accounting expertise and our Company does not~~ have ana ~~audit~~material ~~committee.~~effect ~~This weakness~~on ~~was due to our lack of working capital to hire additional staff during~~ the ~~period~~accompanying ~~covered~~financial ~~by this report~~statements. ~~We intend to obtain this knowledge of generally accepted accounting principles by hiring a contractor and/or hiring additional accounting personnel.~~

~~Changes~~ Critical inAccounting ~~Internal Controls over Financial Reporting~~Policies

~~There were no changes in the Company’s~~ ~~internal~~Principles ~~controls~~of over financial reporting, known to executive management that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.Consolidation

13 The 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.

~~PART~~ Use IIof ~~— OTHER INFORMATION~~estimates

~~ITEM~~ The 1preparation of financial statements in conformity with U.S. ~~LEGAL~~GAAP ~~PROCEEDINGS~~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 period. Actual results could differ from these estimates.

~~On December 26, 2011, the Company commenced~~ aFair ~~lawsuit~~value ~~against Nalan Oral and Seluck Oral, the shareholders~~ of ~~Avrasya~~financial 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.instruments

On ~~October~~The 2,carrying ~~2012,~~value ~~the~~of ~~Company~~cash ~~was served with a Summons~~ and ~~Notice~~cash ofequivalents, ~~Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation~~ receivables, ~~Index~~accounts ~~No.~~payable ~~653415/2012,~~and ~~Supreme~~accrued ~~Court~~expenses, ~~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~~ adebt ~~number~~approximate oftheir ~~defenses~~fair ~~including~~values ~~fraud~~because ~~and the forgery~~ of the ~~signatures~~short-term ofnature ~~certain~~ of ~~the~~these ~~Company’s officers~~instruments. ~~At a~~Management ~~hearing~~believes ~~on May 8, 2013,~~ the ~~court~~Company ~~granted~~is ~~the~~not ~~Plaintiff’s~~exposed ~~Motion~~to ~~for~~significant ~~Summary~~interest ~~Judgment~~or incredit ~~lieu~~risks ofarising ~~complaint~~from ~~for~~these ~~repayment of~~financial ~~€450,000~~instruments. ~~On October 16, 2013, a judgment in the amount of $1,177,352.19 plus costs and disbursements was entered against the Company in the action.~~

~~The liability related to this loan is reported~~ ~~as short-term debt in the consolidated balance sheets.~~Seasonality

~~Except~~ To ~~as disclosed above~~date, ~~the~~we ~~Company is~~have not anoted ~~party to~~ any ~~other~~significant ~~material~~seasonal ~~pending legal proceedings nor is the Company aware of any threatened or contemplated proceeding by any governmental authority against the Company~~impacts.

ITEM 1A3. ~~RISK~~QUANTITATIVE ~~FACTORS.~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not ~~required~~applicable for smaller reporting companies.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~13

~~None~~ ITEM 4. CONTROLS AND PROCEDURES.

~~ITEM~~ Disclosure 3controls 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 Exchange 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. ~~DEFAULTS~~It ~~UPON~~should ~~SENIOR~~be ~~SECURITIES~~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.

On As ~~April~~of ~~27, 2010,~~ the ~~Company’s Turkish~~end ~~subsidiary~~of ~~borrowed~~the ~~€450,000~~period ~~($555,692)~~covered ~~from~~by athis ~~third~~Quarterly ~~party.~~Report, ~~The~~Management ~~loan~~has isconcluded ~~unsecured,~~that ~~bears~~our ~~annual~~disclosure ~~interest~~controls ~~at 25.0%~~ and ~~was~~procedures ~~payable~~are innot ~~full~~effective onbecause ~~October~~of ~~27,~~the ~~2010.~~identification ~~The~~of ~~interest~~a ~~rate~~material ~~increased~~weakness toin ~~60%~~our oninternal ~~October~~control ~~28,~~over ~~2010~~financial reporting, ~~when~~which ~~the~~we ~~loan~~view ~~became~~as inan ~~default. On~~integral ~~August~~part 2,of ~~2011,~~our ~~the~~disclosure ~~Turkish~~controls ~~subsidiary~~ and ~~the~~procedures. ~~lender~~The ~~cancelled~~material ~~the~~weakness ~~previous~~relates ~~loan agreement and agreed~~ to ~~terms for~~ the ~~repayment of~~Company ~~the~~not ~~€450,000~~having ~~short-term~~personnel ~~debt~~with ~~and~~knowledge ~~related~~of ~~interest~~generally byaccepted ~~which~~accounting ~~the~~principles. ~~Turkish~~Our ~~subsidiary~~executive ~~agreed~~management todoes ~~pay~~not ~~the~~possess ~~lender~~accounting ~~€200,000 on~~expertise ~~August 15, 2011,~~ and ~~€100,000~~our ~~monthly~~Company ~~thereafter~~does ~~through~~not ~~December 15, 2011 after which the Turkish subsidiary will~~ have ~~paid~~ ~~the~~an ~~lender~~audit ~~€600,000 in aggregate~~committee. InThis ~~addition~~weakness ~~the~~was ~~Company~~due ~~agreed~~ to ~~issue~~our ~~the~~lack ~~lender~~of ~~300,000~~working ~~common~~capital ~~shares~~to nohire ~~later~~additional ~~than August~~staff ~~15,~~during ~~2011. The Turkish subsidiary did not make~~ the ~~scheduled~~period ~~payments~~covered ~~and~~by ~~the~~this ~~Company did not issue 300,000 shares to the lender~~report. ~~While~~We ~~delinquent,~~intend ~~the Company is required~~ to ~~pay~~obtain athis ~~2.5%~~knowledge ~~interest~~of ~~per~~generally ~~month~~accepted onaccounting ~~the~~principles ~~€600,000~~by ~~loan~~hiring toa ~~the~~contractor ~~lender. As of~~and/or ~~August~~hiring ~~31,~~additional ~~2013,~~accounting ~~this loan is in default~~personnel.

~~ITEM~~ Changes 4.in ~~MINE~~Internal ~~SAFETY~~Controls ~~DISCLOSURES.~~over Financial Reporting

~~Not~~ There ~~applicable~~were no changes in the Company’s internal controls over financial reporting, known to executive management that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

~~ITEM 5. OTHER INFORMATION AND SUBSEQUENT EVENTS~~14

~~On October 16, 2013, a judgment in the amount of $1,177,352.19~~ ~~plus~~PART ~~costs~~II ~~and~~— ~~disbursements~~OTHER ~~was entered against the Company in the action entitled Turigay Affiliates Corp. v. TurkPower Corporation , Index No. 653415/2012, Supreme Court, New York County. See Item 1 Legal Proceedings.~~INFORMATION

~~EXHIBITS~~ ITEM 1. LEGAL PROCEEDINGS.

( On December 26, 2011, the Company commenced a) ~~Exhibit~~lawsuit ~~index~~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.

Exhibit Number		Description
31.1		Section 302 Certification Of Chief Executive Officer and Chief Financial Officer
32.1		Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive Officer and Chief Financial Officer

14 ITEM 1A. RISK FACTORS.

~~SIGNATURES~~ Not required for smaller reporting companies.

~~Pursuant to the requirements of the Securities Exchange Act~~ ofITEM ~~1934,~~2. ~~the~~UNREGISTERED ~~registrant~~SALES ~~has~~OF ~~duly~~EQUITY ~~caused~~SECURITIES ~~this~~AND ~~report~~USE toOF ~~be signed on its behalf by the undersigned thereunto duly authorized~~PROCEEDS.

~~Date: October 21, 2013~~ None.

~~ZINCO~~ ITEM ~~DO BRASIL, INC~~3. ~~(Registrant)~~DEFAULTS ~~By:~~UPON ~~/s/Ryan~~SENIOR ~~Hart Name: Ryan Hart Title: President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)~~SECURITIES.

On April 27, 2010, the Company’s Turkish subsidiary borrowed €450,000 ($555,692) from a third party. The loan is unsecured, bears annual interest at 25.0% and was payable in full on October 27, 2010. The interest rate increased to 60% on October 28, 2010, when the loan became in default. On August 2, 2011, the Turkish subsidiary and the lender cancelled the previous loan agreement and agreed to terms for the repayment of the €450,000 short-term debt and related interest by which the Turkish subsidiary agreed to pay the lender €200,000 on August 15, 2011, and €100,000 monthly thereafter through December 15, 2011 after which the Turkish subsidiary will have paid the lender €600,000 in aggregate. In addition the Company agreed to issue the lender 300,000 common shares no later than August 15, 2011. The Turkish subsidiary did not make the scheduled payments and the Company did not issue 300,000 shares to the lender. While delinquent, the Company is required to pay a 2.5% interest per month on the €600,000 loan to the lender. As of November 30, 2013, this loan is in default.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION AND SUBSEQUENT EVENTS

EXHIBITS

(a) Exhibit index

Exhibit Number		Description
31.1		Section 302 Certification Of Chief Executive Officer and Chief Financial Officer

32.1		Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive Officer and Chief Financial Officer

	15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 21, 2014

ZINCO DO BRASIL, INC.
	(Registrant)

By:		/s/Ryan Hart
		Name: Ryan Hart
		Title: President, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

	16

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