U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

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

For the period ended ~~Sept.~~March 3031, ~~2012~~2013

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

For the transition period from ______ to _______

Commission File No. 333-138332

TRILLIANT EXPLORATION CORPORATION ~~(Name of small business issuer in its charter)~~

(Name of small business issuer in its charter)

Nevada		20-0936313
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

545 Eighth Avenue, Suite 401, New York, New York 10019 ~~(Address of principal executive offices) (212) 560-5195 (Issuer’s telephone number) (Previous address if changed from last report)~~

(Address of principal executive offices)

(212) 560-5195

(Issuer’s telephone number)

_______________________________________

(Previous address if changed from last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class		Outstanding as of ~~September~~July 309, ~~2012~~2013
Common Stock, $0.001		~~100~~283,~~609~~915,~~795~~300

EXPLANATORY NOTE:

This Quarterly report for the period ending September 30, 2012 contains unaudited financial statements which have not been reviewed by our independent registered public accounting firm in accordance with Article 10 of SEC Regulation S-X.

TRILLIANT EXPLORATION CORPORATION

Form 10-Q

		Page
PART I-FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011		4
	Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012 (Unaudited)		3
	Condensed Consolidated Statements of Operations for the Three months Ended September 30, 2012 and 2011 (Unaudited)		5
	Condensed Consolidated Statements of Operations for the Three months Ended March 31, 2013 and 2012 (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Three months Ended September 30, 2012 and 2011 (Unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2013 and 2012 (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		76
	Forward Looking Statement		1417
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1417
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2022
Item 4.	Controls and Procedures		2123
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		2224
Item 1A.	Risk Factors		2224
Item 2.	Unregistered Sales of Equity Securities		2224
Item 3.	Defaults upon Senior Securities		2224
Item 4.	~~Removed~~Mining ~~and~~Safety ~~Reserved~~Disclosures		2224
Item 5.	Other Information		2325
Item 6.	Exhibits		2325
Signatures			2426

PART I

ITEM 1. FINANCIAL STATEMENTS

TRILLIANT EXPLORATION CORPORATION

Consolidated Balance Sheet

Unaudited

	September 30,			June 30,			December 31,
	For three months ended 31- March-2013 Unaudited			For year ended 31- Dec-2012 Unaudited
	2012			2012			2011
ASSETS
	(unaudited)			(unaudited)
Current Assets	$	60		$	60
ASSETS
Cash
Current Assets
Total current assets	$	60		$	60
Cash	$	-		$	250			-
Other assets
Total Current Assets	$	-		$	250		$	-
TOTAL ASSETS	$	60		$	60
Other Assets
LIABILITIES AND STOCKHOLDERS' DEFICIT
Bond issue costs, net related party (Note 4C)					-			-
Current liabilities
TOTAL ASSETS	$	-		$	250		$	-
Accounts payable	$	313,889		$	288,889
LIABILITIES AND STOCKHOLDER'S DEFICIT
Accrued interest		172,499			172,499
Current Liabilities
Convertible Notes payable-related party		597,495			597,495
Accounts payable	$	298,359		$	286,047		$	248,485
Bonds payable, convertible and secured-related party net of discount					-
Convertible notes payable - related parties		537,836			537,836			565,000
Short term notes payable-related party		30,150			30,150
Accrued interest, convertible notes payable -related parties		193,811			170,058			122,298
Total current liabilities	$	1,114,033		$	1,089,033
Bonds payable, convertible bonds payablee- related party		1,625,539			1,625,539			1,610,407
Long term liabilities
Accrued interest, convertible bonds payable -related parties		615,870			549,438			416,572
Derivative liabilities		505,275			560,817
Shrot term notes payable - related party		32,495			32,495			32,495
Total long term liabilities		505,275			560,817
Total current liabilities		3,291,329			3,201,413			2,995,257
Total liabilities		1,619,308			1,649,850
Long-term Liabilities
STOCKHOLDERS' DEFICIT
Derivative liability		13,127,711			13,127,711			13,110,869
Common stock, par value $.001, 2,000,000,000 shares authorized, 152,819,187 outstanding at March 31, 2013 and December 31, 2012		152,819			152,819
Total Long-term Liabilities		13,127,711			13,127,711			13,110,869
Additional paid in capital		66,681,901			66,681,901
Total Liabilities		16,419,040			16,329,124			16,106,126
Accumulated deficit during pre-exploration stage		(52,207,651	)		(52,207,651	)
TEMPORARY EQUITY
Deficit Accumulated		(6,046,317	)		(6,076,859	)
Preferred stock, par value $0.001, 200,000,000 authorized,
Total stockholders' equity (deficit) before Treasury stock		8,580,752			8,550,210
0 issued and outstanding, liquidation preference of
Treasury stock( Note 5)		(10,200,000	)		(10,200,000	)
12,563,500 at Sept 2012 and June 2012, respectively		10,834,205			10,846,192			10,846,192
Total stockholders’ equity (deficit)		(1,619,248	)		(1,649,790	)
PERMANENT EQUITY
Total liabilities and shareholders' deficit	$	60		$	60
STOCKHOLDERS' DEFICIT
Common stock par value $0.001, 1,000,000,000 shares
authorized 5,580,814 issued and outstanding and 620,771 as
of Sept 30, 2012 and June, 2012, respectively		5,581			5,581			644
Additional paid in capital		1,720,193			1,720,193			1,667,908
Acciumulated deficit during pre-exploration stage		(12,344,011	)		(12,344,011	)		(12,344,011	)
Defecit accumulated		(6,472,262	)		(6,356,829	)		(6,076,859	)
Total Stockholders' equity (deficit) (before treasury stock)		(17,090,499	)		(16,975,066	)		(16,752,318	)
Treasury stock		(10,174,733.0	)		(10,200,000	)		(10,200,000	)
Total Stockholders' Deficit		(27,265,232	)		(27,175,066	)		(26,952,318	)
Total Liabilities and Stockholders' Deficit	$	-			250			-

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

Consolidated Statement of Operations

Unaudited

	For the three months			For the nine months			For the three months			For the six months
	For the three months ended 31-March-13 Unaudited			For the year ended 31-Dec-12 Unaudited
	ended			ended			ended			ended
Revenues	$	-		$	-
	Sept. 30			Sept. 30			June 30,			June 30,
Operating Expenses
	2012			2012			2012			2012
General and Administrative		25,000			8,031,502
	$	-		$	-		$	-		$	-
Total operating expenses		25,000			8,031,502
Revenues
Net loss from operations		(25,000	)		(8,031,502	)
Operating Expenses
Other income (expense)
General and administrative expenses		584			147,305			104,940			146,721
Loss on settlement of debt and accrued interest					(38,029,624	)
Total operating expense		584			147,305			104,940			146,978
Net realized and unrealized gain and loss in change in fair value of derivative liability		55,542			6,599,244
Net loss from Operations		(584	)		147,305			(104,940	)		(146,978	)
Amortization of beneficial conversion feature and bond cost					-
Other income (expense)
Interest expense					(401,758	)
Loss on settlement of debt											-
Total other income (expense)		55,542			(31,832,138	)
Gain (loss) in change in fair value of derivative liability					2,629			-			2,629
Net gain (loss) before income tax		30,542			(39,863,640	)
Amortization of beneficial conversion feature		(12,571	)		(38,490	)		(13,348	)		(25,919	)
Income taxes (benefit)
Interest expense		(102,872	)		(225,922	)		(45,296	)		(123,050	)
Net Loss		30,542			(39,863,640	)
Total Other Income (Expense)								(58,644	)		(146,340	)
BASIC AND DILUTED LOSS PER SHARE
Net Loss before income tax		(115,443	)		(408,761	)		(163,584	)		(293,318	)
Net gain ( loss) per share, continuing operations	$	0.0002		$	(1.01	)
Income taxes (benefit)								-			-
Weighted Average Number of Common Shares Outstanding (Basic and Diluted)		152,819,187			39,405,131
Net Loss		(115,443	)		(408,761	)		(163,584	)		(293,318	)
BASIC AND DILUTED LOSS PER SHARE
Net loss per share, continuing operations	$	(0.07	)				$	(0.10	)	$	(0.46	)
Weighted Average, Number of Common Shares
Outstanding (Basic and Diluted)		1,667,891						1,667,891			643,413

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

Consolidated Statement of Cash Flows

Unaudited

	The three months
	For the three months ended 31-March-13 Unaudited			For year ended 31-Dec-12 Unaudited
	ended Sept. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES
Net gain (loss)	$	30,542		$	9,863,640	)
Net Loss	$	(115,443	)
Adjustments to reconcile net income to net cash provided by operations and non-cash items:
Adjustments to reconcile net loss to net cash used in operations
Amortization of bond issue costs		-			-
Amortization of bond issue-costs
Net realized and unrealized change in fair value of derivative liability		(55,542	)		(6,599,244	)
Amortization of conversion feature		12,581
Unrealized loss on shares held on deposit at fair market value for pending acquisition
Change in fair value derivative liability
Loss on settlement of debt					38,431,382
Changes in operating assets and liabilities:
Common stock at par issued					152,175
Accounts payable		12,312
Additional paid-in capital					65,013,993
Accrued interest- convertible bonds payable		66,433
Accounts payable and accrued expenses settled with common stock					7,961,008
Accrued interest- Convertible notes payable		23,753
Common stock issued to retire preferred stock and derivatives					(16,797,000	)
Net cash (used in) provided by operating activities
Common stock issued in settlement of debt and accrued interest					(40,378,070	)
	$	(364	)
Common stock issued for services					(7,991,098	)
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in operating assets and liabilities
Net cash used in investing activities		-
Bonds payable, convertible and secured related party					-
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts payable and accrued expenses		25,000			40,404
Common stock issued for services		0
Net cash (used in) provided by operating activities	$	-		$	(30,090	)
Additional paid-in capital
NET CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds of notes payable		-
Net cash (used in) provided by investing activities		-			-
Net cash provided by financing activities		-
NET CASH FLOWS FROM FINANCING ACTIVITIES
NET INCREASE (DECREASE) IN CASH		(364	)
Short term notes payable		-			30,150
CASH AT BEGINNING OF THE PERIOD		250
Net cash provided by financing activities		-			30,150
CASH AT END OF PERIOD		(114	)
Net increase (decrease) in cash		-			60
SUPPLEMENTAL CASH FLOW INFORMATION	$	-
Cash at beginning of period		60			-
Cash paid for income taxes	$	-
Cash at end of period		60			60
Cash paid for interest
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing activities
Common stock issued for debt and accrued interest	$	-		$	40,378,070
Common stock issued for acquisition	$	-		$	-
Common stock to retire preferred stock	$	-		$	16,797,000
Common stock issued for services	$	-		$	7,991,098

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Sept.~~March 3031, ~~2012~~2013

NOTE 1 ~~–SUMMARY~~- OFORGANIZATION ~~ACCOUNTING~~AND ~~POLICIES~~BASIS OF PRESENTATION

~~Organization~~Trilliant Exploration Corporation, (the “Company”) was incorporated as Project Development Pacific, Inc. on December 29, 2003, under the laws of the State of Nevada. The business purpose of the Company was originally to assist Canadian citizens to access health care services from private providers. On November 26, 2007, the Company changed its name to Trilliant Exploration Corporation, with a purpose to acquire and ~~Basis~~develop mineral properties. The Company has elected a fiscal year end of ~~Presentation~~December 31.

~~Trilliant~~On ~~Exploration~~March ~~Corporation~~30, 2009 (~~the~~Date ~~“Company”)~~of ~~was incorporated as Project Development Pacific~~Acquisition), ~~Inc.~~Trilliant onExploration ~~December~~Corporation ~~29, 2003, under~~ (the ~~laws~~Parent) ofacquired ~~the~~a ~~State~~100% ofinterest ~~Nevada.~~in OnMuluncayGoldCorp ~~November~~(a ~~26,~~Subsidiary) ~~2007,~~(Muluncay). ~~the~~The ~~Company~~transaction ~~changed~~was ~~its~~accounted ~~name~~for toas ~~Trilliant Exploration Corporation, with~~ a ~~purpose~~purchase pursuant to ~~acquire~~ASC ~~and~~Topic ~~develop~~No. ~~mineral properties~~805.

~~Interim~~On ~~Financial~~June ~~Statements~~29, 2009 (Date of Formation), the Company established a wholly-owned Trilliant Diamonds Limited (a Subsidiary) (Trilliant Diamonds), a private limited England and Wales Company, to facilitate the Company’s diamond exploration. Trilliant Diamonds was sold off on August 26, 2010 to Charms with its current and future debt.

~~The~~On ~~accompanying~~July ~~unaudited~~1, ~~consolidated~~2009 ~~financial statements have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~Company ~~States~~acquired 799 of ~~America~~800 ~~for~~shares ~~interim financial information and with the instructions to Form 10-Q and Article 10~~ of ~~Regulation~~AyapampaGold S-X.A ~~Accordingly,~~(AYA) ~~they~~(a doSubsidiary) ~~not~~at ~~include~~$1 ~~all~~per ofshare ~~the information and footnotes required by accounting principles generally accepted in the United States of America~~ for ~~complete~~a ~~financial~~purchase ~~statements.~~price ~~In the opinion~~ of our management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring accruals, necessary to present fairly our financial position, results of operations and cash flows$799. ~~Interim~~AYA ~~results~~was ~~are~~formed ~~not necessarily indicative of the results that may be expected for the entire year. These condensed consolidated financial statements should be read~~ in ~~connection~~mid-2007 ~~with~~as ~~the~~a ~~consolidated~~shell ~~financial statements~~ and ~~notes~~has ~~thereto~~been ~~included~~inactive insince ~~the Company’s most recent Annual Report on Form 10-K~~inception.

~~Going~~On ~~Concern~~February 11, 2010, Minera Del Pacifico (the seller of MuluncayGoldCorp) exercised its rights retroactive to December 31, 2009 to terminate the purchase of MuluncayGoldCorp. The activity of MuluncayGoldCorp from the Date of Acquisition through December 31, 2009 is reported as discontinued operations pursuant to ASC Topic 205.

The accompanying consolidated financial statements ~~have~~include ~~been prepared in conformity with accounting principles generally accepted in~~ the ~~United~~operations ~~States~~ of ~~America, which contemplate continuation of~~ the ~~Company~~Subsidiaries’ asactivity afrom ~~going concern. However,~~ the ~~Company~~dates ~~has reported a net loss from operations~~ of ~~$115,443, for~~Acquisition ~~the~~and ~~three~~Formation ~~month~~through ~~period~~this ~~ended~~quarter ~~Sept~~end. ~~30,~~Intercompany ~~2012,~~transactions ~~$408,761~~have ~~for~~been ~~the~~eliminated ~~nine~~upon ~~months ended Sept~~consolidation. ~~30,~~The ~~2012,~~Parent and ~~accumulated~~Subsidiaries ~~deficit~~are ofcollectively ~~$18,816,273~~referred ~~and~~to ~~total current liabilities in excess of current assets of $3,291,329~~ as ~~of September~~“the ~~30, 2012~~Company.”

~~The~~NOTE ~~Company~~2 ~~is currently seeking to acquire mining projects and as of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations and re~~-~~establish~~ ~~the~~SUMMARY ~~Company~~OF asSIGNIFICANT anACCOUNTING exploratory stage enterprise. The Company will be dependent on funds raised to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.POLICIES

The condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates that may change in the near future include value of goodwill, impairment of long-lived assets acquired, and value of investments.

7Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase. The Company had $60 and $60 in cash and cash equivalents as of March 31, 2013 and December 31, 2012, respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Revenue Recognition

The Company will follow the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, the Company will record revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs.

Property, Plant, and Equipment

Property and equipment are stated at cost. Depreciation and amortization are determined using the straight-line method over estimated useful lives of the assets. As of March 31, 2013, the Company held no property, plant or equipment.

Net Income or (Loss) Per Share of Common Stock

Basic and diluted loss per common share is based upon the weighted average number of common shares outstanding during the period computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (“ASC 260-10”). All primary dilutive common shares have been excluded since the inclusion would be anti-dilutive.

~~Derivative~~Recently ~~financial~~Issued ~~instruments~~Accounting Pronouncements

~~Accounting~~Management ~~Standards~~does ~~Codification~~not ~~subtopic~~believe ~~815-40,~~that ~~Derivatives~~any ~~and~~recently ~~Hedging~~issued, ~~Contracts~~but innot ~~Entity’s~~yet ~~own Equity (“ASC 815-40”) became~~ effective ~~for~~accounting ~~the Company on October 1~~standards, ~~2009. The Company’s convertible debt and Preferred Stock has reset provisions to the exercise price~~ if ~~the~~adopted, ~~Company~~will ~~issues~~have ~~equity or~~ a ~~right~~material toeffect ~~receive~~on ~~equity,~~Companies atconsolidated afinancial ~~price less than the exercise prices~~statements.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained.

In accordance with 740-10, 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 this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Derivative Liabilities

The Company accounts for its embedded conversion features in its convertible debentures in accordance ASC 815-10, “Derivatives and Hedging”, which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and ASC 815-40, “Contracts in Entity’s Own Equity”. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively.

Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company. The Company’s Convertible Preferred Stock and Convertible debt has certain provisions that require the Company to change conversion price of the Convertible debt and Convertible Preferred Stock based on the discounted market value. Upon the effective date, the provisions of ASC 815-40 required a reclassification to liability based on the reset feature of the agreements. Therefore, in accordance with ASC 815-40, the Company determined the fair value of the initial reset provision on preferred stock and convertible debt using the Black-Scholes formula assuming no dividends, a risk-free interest rate of 0.68%-0.85%, expected volatility of 155.49%-214.23%, and expected life of 1 and 5 years. The net value of the reset provision at the date of adoption of ASC 815-40 was recorded as a derivative liability on the balance sheet and a reduction to series A convertible redeemable preferred stock and convertible debt. Changes in fair value are recorded as non-operating, non-cash income or expense at each reporting date.

The fair value of the preferred stock and convertible debt at March 31, 2013 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield: 0%

Volatility 395.51%

Risk free rate: 0.25%

Fair Value of Instruments

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Reclassification

Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting standards, if adopted, will have a material effect on our financial statements.

NOTE 2 - CONVERTIBLE NOTE PAYABLE ISSUED DURING PERIOD ENDED JUNE 30, 2012

The Company issued a $20,000 Convertible Note with a maturity date of March 16th, 2013. The note bears interest at a rate of 10% and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate of 25% discount of the two lowest closing bid prices reported during the ten days preceding the closing date prior to notice of conversion.

The Company identified embedded derivatives related to the Convertible Note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Note, the Company determined a fair value of $19,471 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	464.89	%
Risk free rate:	0.33	%

The initial fair value of the embedded debt derivative of $7,195 was allocated as a debt discount with the remainder ($12,276) charged to current period operations as interest expense.

~~The~~NOTE ~~fair~~3 ~~value~~- ofPROVISION ~~the~~FOR ~~described~~INCOME ~~embedded derivative of $19,411 as of June 30, 2012 (unaudited) was determined using the Black Scholes Model with the following assumptions:~~TAXES

	2012
Dividend yield:		-0-	%
Volatility		464.89	%
Risk free rate:		0.33	%

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes provided for under ASC Topic No. 740 give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, and allowances based on the income taxes expected to be payable in future years. Deferred tax assets arising as a result of net operating loss carry-forwards and other temporary differences have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry-forwards of approximate $18 million generated since inception through December 31, 2011, will begin to expire in 2031 subject to limitations of Section 382 of the Internal Revenue Code, as amended. Accordingly, deferred tax assets of approximately approximate $6.3 million, which were completely offset by the valuation allowance, which increased by $1,484,443 from the previous year, respectively, based on the U.S. Statutory rate of 35%.

At ~~June~~Significant ~~30,~~changes ~~2012~~in ~~(unaudited),~~ the Company’s ~~adjusted~~ownership, the ~~recorded~~Company’s ~~fair~~future ~~value~~use of ~~the~~its ~~derivative~~existing ~~liability~~net ~~to market resulting in non-cash, non-~~operating ~~gain~~losses ofmay ~~$60,~~be ~~respectively~~limited.

NOTE 34 –- ~~STOCKHOLDERS’~~RELATED ~~DEFICIT~~PARTY TRANSACTIONS

A – Convertible Notes Payable

The Company has entered into multiple convertible notes payable agreements with an investment firm that is also a minority stockholder of the Company. Each note carries a separately dated promissory note that bears interest of 8% and is payable on or before August 31, 2010, with each funding due one year from original date of receipt. Principal and interest are convertible at the option of the note-holder into shares of the Company’s common stock at the rate of 80% of the average of the five daily volume weighted average price preceding the conversion date. Several Notes are in default and status of default is indicated in the following table. The Notes carry no penalty or change in interest rate for default. Interest expense on the convertible notes years ended December 31, 2012 and December 31, 2011, totaled $45,200 and $45,680, respectively. Due to the contingent nature of the conversion price, the company accounted for beneficial conversion feature and derivative liability on the note. The convertible promissory notes with the investment firm totaled $565,000 at December 31, 2012, December 31, 2011 and December 31, 2010 and are summarized as follows:

Convertible Notes
	Issue date	Maturity	Principal		Interest Rate			Date of Default
(A)	12/31/2008	1/5/2010		90,000		8.00	%	1/5/2010
(A)	1/16/2009	1/5/2010		100,000		8.00	%	1/5/2010
(A)	1/23/2009	1/5/2010		50,000		8.00	%	1/5/2010
(A)	2/2/2009	1/5/2010		25,000		8.00	%	1/5/2010
(A)	3/9/2009	1/5/2010		10,000		8.00	%	1/5/2010
(B)	4/8/2009	4/8/2010		50,000		8.00	%	4/8/2010

	6/23/2009	6/23/2010		25,000		8.00	%	6/23/2010
	7/1/2009	7/1/2010		*		8.00	%	7/2/2010
	7/6/2009	7/6/2010		20,000		8.00	%	7/7/2010
	8/26/2009	8/31/2010		195,000		8.00	%	9/1/2010
		Totals	$	565,000

______________

(A), Amounts borrowed were part of a master note agreement totaling $ 275,000

* This note was repaid in January 2011

January 5, 2009 Note:

From January 5, 2009 to March 9, 2009, the Company issued a $275,000 Convertible Note that matured on January 5, 2010. The note bears interest at a rate of 8% and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate of 80% of the average rate of five preceding the closing date prior to notice of conversion.

The Company identified embedded derivatives related to the Convertible Note entered into on March 9, 2009 (completion of funding as per agreement). These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Note, the Company determined a fair value of $218,585 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	181.03	%
Risk free rate:	0.82	%

The initial fair value of the embedded debt derivative of $125,165 was allocated as a debt discount with the remainder ($93,420) charged to current period operations as interest expense.

During the year ended December 31, 2011 and 2010, the Company amortized $0 and $2,072 to current period operations as amortization of beneficial conversion feature.

The fair value of the described embedded derivative of $ 266,461 and $272,964 at March 31, 2013 and December 31, 2012, respectively was determined using the Black Scholes Model with the following assumptions:

	31-March-2013			2012
Dividend yield:		-0-	%		-0-	%
Volatility		395.51	%		639.20	%
Risk free rate:		0..25	%		.25	%

At December 31, 2012, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $1,147.

April 8, 2009 Note:

From April 8, 2009, the Company issued a $50,000 Convertible Note that matured on April 8, 2010. The note bears interest at a rate of 8% and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate of 80% of the average rate of five preceding the closing date prior to notice of conversion.

The Company identified embedded derivatives related to the Convertible Note entered into on April 8, 2009. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Note, the Company determined a fair value of $42,239 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	291.51	%
Risk free rate:	0.80	%

The initial fair value of the embedded debt derivative of $20,261 was allocated as a debt discount with the remainder ($21,978) charged to that period of operations as interest expense.

During the year ended December 31, 2012 and 2011, the Company amortized $0 to current period operations as amortization of beneficial conversion feature.

The fair value of the described embedded derivative of $41,175 and $49,630 at March 31, 2013 and December 31, 2012, was determined using the Black Scholes Model with the following assumptions:

	31-March-13			2012
Dividend yield:		-0-	%		-0-	%
Volatility		395.51	%		639.20	%
Risk free rate:		0.25	%		0.25	%

June 23, 2009 Note:

From June 23, 2009, the Company issued a $25,000 Convertible Note that matured on June 23, 2010. The note bears interest at a rate of 8% and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate of 80% of the average rate of five preceding the closing date prior to notice of conversion.

The Company identified embedded derivatives related to the Convertible Note entered into on June 23, 2009. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Note, the Company determined a fair value of $19,148 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	291.5	3%
Risk free rate:	0.802	%

The initial fair value of the embedded debt derivative of $12,102 was allocated as a debt discount with the remainder ($7,046) charged to that period of operations as interest expense.

The fair value of the described embedded derivative of $20,587and $24,815 at March 31, 2013 and December 31, 2012, respectively was determined using the Black Scholes Model with the following assumptions:

	31-March-2013			2012
Dividend yield:		-0-	%		-0-	%
Volatility		395.51	%		639.20	%
Risk free rate:		0.25	%		0..25	%

July 2009 and August 2009 Note:

From July 2009 to August, 2009, the Company issued a three note totaling to $315,000 Convertible Note that matured on July 1, 2010, July 6, 2010 and August 31, 2010. The note bears interest at a rate of 8% and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate of 80% of the average rate of five preceding the closing date prior to notice of conversion.

The Company identified embedded derivatives related to the Convertible Note entered into on date of Note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Note, the Company determined a fair value of $241,266 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	293	%
Risk free rate:	0.80	%

The initial fair value of the embedded debt derivative of $152,484 was allocated as a debt discount with the remainder ($88,782) charged to that period of operations as interest expense.

During the year ended December 31, 2012 and 20110, the Company amortized $0 to current period operations as amortization of beneficial conversion feature.

On January 22, 2011, the $100,000 of the Convertible Note was assigned to Shareholder at the $0.001 of conversion price. The Company recorded $582,973 as loss on change in term of note. On the same date the Company issued 333,333 no of Common stock against settlement of this Note of $100,000 and accrued interest of $12,482.

The fair value of the described embedded derivative of $ 177,052 and $213,408 at March 31, 2013 and December 31, 2012 was determined using the Black Scholes Model with the following assumptions:

	31-March-13			2012
Dividend yield:		-0-	%		-0-	%
Volatility		395.51	%		639.20	%
Risk free rate:		.25	%		.25	%

B – Short-Term Notes Payable

The Company has borrowed funds from stockholders for working capital purposes from time to time. The loans are non-interest bearing, payable on demand and, consequently, reported as current liabilities. The Company has received $39,514 in advances since inception and made repayments of $7,019 in cash, resulting in a payable balance of $32,495, during 2012 the remaining balance was settled through issuance of common stock and the Company obtained additional short term loan from Cortland Capital in the amount of $ 20,000 and $10,150 from Eightfold Entertainment. At December 31, 2012, the Company had remaining aggregate balance of $26,240.

C – Bonds Payable, Convertible and Secured

The Company has entered into multiple convertible bond agreements with an investment firm that is also a minority stockholder of the Company.

The convertible bonds were listed below:

	Issue date	Maturity	Principal			Interest rate			Default rate			Date of Default
(A)	10/15/2008	10/15/2010	$	1,058,407	*		9.00	%		18.00	%	1/15/2010
(B)	4/30/2009	10/31/2010		300,000			9.00	%		18.00	%	1/15/2010
(C)	10/12/2009	1/12/2010		252,000			9.00	%		9.00	%	1/13/2010
(D)	11/3/2009	2/3/2010		-	*		9.00	%		9.00	%	2/3/2010
	Totals		$	1,610,407

______________

*On August 23, 2010, the Company repaid $241,593 in principal on (A) and $210,000 in principal on (D).

In October 2012, the Company retired its Series I Preferred stock, by issuing 45,000,000 shares of common stock to retire the Series I Preferred in satisfaction of the remaining bond debt, recording an addition to paid- in-capital of $16,752,000.

NOTE 5 - STOCKHOLDERS’ DEFICIT

Reverse Stock Split

On January 26, 2011, the Company’s Board of Directors , pursuant to unanimous written consent resolutions , authorized and approved a reverse stock split of one for every three hundred (1:300) of our total issued and outstanding shares of common stock was effectuated on April 8, 2011. All references in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the above change in the ordinary share structure.

Preferred Stock

The Company is authorized to issue 200,000,000 shares of Preferred stock, par value of $ 0.001 per share.

On June 30, 2009, the Company filed a Certificate of Designation with the Secretary of State of Nevada, whereby 10,200,000 shares of the 200,000,000 authorized shares of Preferred stock were designated as Series I Preferred Stock, $0.001 par value and having the powers, designations, preferences, limitations, restrictions and relative rights as set forth in the Certificate of Designation of Series I Preferred Stock.

Holders of the Series I Preferred shares do not receive interest or dividends separately from common stock shareholders. Preferred Stock holder shall participate in dividends when and if declared in the same proportion as common stock shareholders. Preferred stock is convertible into common shares at the lowest volume weighted average price of the common shares in the five days preceding conversion.

913

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, holders of the Series I Preferred Shares will be entitled to receive for each share of Preferred Shares, out of the assets of the Company or proceeds available for distribution to our shareholders, subject to any rights of our creditors, before any distribution of assets or proceeds is made to or set aside for the holders of our common stock and any other class or series of our stock ranking junior to the Series I Preferred Shares, payment of an amount equal to the sum of (i) the $1.00 liquidation preference amount per Series I Preferred Shares and (ii) the amount of any accrued and unpaid dividends on the Series I Preferred Shares (including dividends accrued on any unpaid dividends). To the extent the assets or proceeds available for distribution to shareholders are not sufficient to fully pay the liquidation payments owing to the holders of the Series I Preferred Shares and the holders of any other class or series of our stock ranking equally with the Series I Preferred Shares, the holders of the Series I Preferred Shares and such other stock will share ratably in the distribution.

For purposes of the liquidation rights of the Series I Preferred Shares, neither a merger or consolidation of the Company with another entity, including a merger or consolidation in which the holders of Series I Preferred Shares receive cash, securities or other property for their shares, nor a sale, lease or exchange of all or substantially all of the Company’s assets will constitute a liquidation, dissolution or winding up of the affairs of the Company.

In October 2012, the Company retired all shares of Series I Preferred Shares. See Note 4(c) above.

Issuance of 10,200,000 shares of Series I Preferred Shares

OnIn ~~December~~October 312012, ~~2009,~~ the Company ~~issued~~retired toall ~~Trafalgar Capital Specialized Investment Fund FIS (“Trafalgar”) (a significant stockholder of the Company), 10,200,000~~ shares of ~~Series~~this I Preferred ~~Stock, in exchange for 23,000 shares of the Company’s own common stock previously held by Trafalgar~~Series. ~~The~~See ~~19,667~~Note ~~common~~4(c) ~~stock were acquired in the year 2009 and 3,333 common stock in the year 2010 at $443 per share and the preferred stock was issued at $1~~above.~~00 per share. The transaction was recorded using the Cost Method, resulting in treasury stock of $10,200,000 and an increase to Preferred Stock value of $10,200,000.~~

In accordance with Accounting Standards Codification subtopic 470-20, Debt, Debt with Conversions and Other Options (“ASC 470-20”), the Company recognized an imbedded beneficial conversion feature present in the convertible Series I Preferred Stock. The Company allocated a portion of the value of share cancelled to Preferred stock. The fair value of the imbedded beneficial conversion feature was determined using the Black-Scholes Option Pricing Model which approximates the fair value measured using the Black-Scholes Model with the following assumptions: Dividend yield: $-0-; Volatility: 214.38% and risk free rate: 0.85%.

The FASB finalized ACS 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. In accordance with ASC 470-20, the Company has classified the Series I Preferred Stock outside of permanent equity. The Company has determined that it needs to account for these imbedded beneficial conversion features, issued to holder in 2009 for its Convertible Preferred Stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision (that adjusts the exercise price according to market rate i.e., at 85% of the market rate). As a result, the ratchet provision has been accounted for as derivative liabilities, in accordance with ASC 815. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the consolidated statement of operations.

The fair value of the embedded conversion features were measured using the Black-Scholes option pricing model as of the date of issuance and as September 30, 2012 and 2011 (unaudited):

									Date of
	2012				2011				Issuance
Imbedded Beneficial Conversion Feature:
Risk-free rate			0.33	%			0.62	%		0.85	%
Annual rate of dividends			0				0			0
Volatility			464.89	%			254.30	%		214.23	%
Weighted Average life (years)			2.50				3.50			5.0
Fair Value		$	10,195,020			$	9,979,654		$	10,034,407

The risk-free interest rate was based on rates established by the Federal Reserve. The Company based expected volatility on the historical volatility for its common stock. The expected life of the embedded beneficial conversion features was based on their full term. The expected dividend yield was based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the future.

The net value of the reset provision at the date of issuance was recorded as a derivative liability in the amount of $10,034,407 and debited to beneficial conversion feature which was deducted from the face value of the preferred stock, since the preferred stock is a classified as temporary equity. This was immediately amortized in year 2009.

As of the date of the financial statements, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets is remote and has classified the obligation as a long term liability.

At September 30, 2012 and 2011(unaudited), the Company adjusted the recorded fair value of the reset derivative liability to market resulting in a non-cash, non-operating gain of $2,556 and a loss of $564,835.

Issuance of 2,363,500 shares of Series I Preferred Shares

OnIn ~~August~~October 232012, ~~2010,~~ the Company ~~issued~~retired anall ~~additional 2,363,500~~ shares of ~~its~~this ~~Series I~~ Preferred ~~stock~~Series. ~~to a~~See ~~third~~Note ~~party in connection a payment by the third party of $193,599 in accrued interest and $451,593 in principal payable~~ 4(~~an aggregate payment of $645,192~~c) to ~~agent of a holder of certain of the Company’s convertible bonds~~above. ~~The Company and the holder of the convertible bonds are currently in dispute as to the application of the $645,192 payment made to its agent.~~

While the Company’s Certificate of Designation limited the issuance of the Series I Preferred shares to 10,200,000, the Company intends to amend the Certificate to correct this ministerial omission and increase the number of designated Series I Preferred shares to 12,563,000, and accordingly has accounted for the issuance consistent with the issuance of the previous 10,200,000 Series I Preferred shares.

The fair value of the embedded conversion features were measured using the Black-Scholes option pricing model as of the date of issuance and as of September 30, 2012 and 2011(unaudited):

									Date of
	2012				2011				Issuance
Imbedded Beneficial Conversion Feature:
Risk-free rate			0.33	%			0.70	%			0.68	%
Annual rate of dividends			0				0				0
Volatility			464.89	%			254.30	%			180.22	%
Weighted Average life (years)			3.65				4.65				5.0
Fair Value		$	2,363,479			$	2,265,368			$	2,261,584

The net value of the reset provision at the date of issuance was recorded as a derivative liability in the amount of $645,192 (maximum limit to value of preferred stock) and debited to beneficial conversion feature which was deducted from the face value of the preferred stock, since the preferred stock is a classified as temporary equity. This was immediately amortized in 2010.

At June 30, 2012 (unaudited) and 2011, the Company adjusted the recorded fair value of the reset derivative liability to market resulting in a non-cash, non-operating gain of $22 and a loss of $80,327, respectively.

In December 2009, the Company disposed of its principal asset, the Mulunkay Gold Corp subsidiary. The Company has not received notice from the holders of the Preferred Stock exercising their rights under the terms of the Preferred Stock Designation to pay the liquidation preference of $1.00 per share, plus accrued and unpaid dividends.

Common Stock

The Company is authorized to issue 1,000,000,000 shares of common stock, par value $.001 per share.

On ~~August~~January 2322, ~~2010~~2011, a previously issued $100,000 Convertible Note was assigned to a Company shareholder at the ~~company~~$0.001 ~~cancelled~~of 3conversion price. The Company recorded $582,~~333~~973 ~~shares~~as loss on change in term of ~~common~~note. On the same date the Company issued 333,333 of Common stock asin ~~part~~exchange or settlement of ~~issuance~~the Note of 10$100,~~200,~~000 ~~Preferred~~in ~~stock,~~principal and asaccrued ~~described above~~interest of $12,482.

OnDuring ~~January~~fiscal ~~22,~~year ~~2011~~ended December 2012, athe ~~previously~~Company issued ~~$100~~ 275,~~000~~888,257 ~~Convertible~~shares ~~Note~~of ~~was~~its ~~assigned~~common tostock afor ~~Company shareholder at~~services, ~~the~~debt ~~$0.001~~reduction, ofand ~~conversion~~acquisition ~~price~~expenses and to retire the preferred shares. The Company ~~recorded~~is ~~$582~~holding 126,~~973~~069,070 asshares ~~loss~~in onescrow ~~change~~for inservices ~~term~~pending ~~of note~~performance. OnThe ~~the~~outstanding ~~same~~shares ~~date~~of ~~the~~its ~~Company~~common ~~issued~~stock ~~333~~are 152,~~333 of~~819,187. ~~Common~~The ~~stock~~company incurrently ~~exchange for settlement~~has ofno ~~the~~preferred ~~Note~~shares ofissued ~~$100,000 in principal~~ and ~~accrued interest of $12,482~~outstanding.

Warrants

A summary of the changes in outstanding warrants is as follows.

	Number of Shares		Weighted Average Exercise Price
Warrants Outstanding – January 1, 2012		33,335	$	.09
Exercised During the Period		-
Issued During the Period
Expired During the Period		—
Warrants Outstanding – Sept 30, 2012 (unaudited)		33,335	$	.09

As of December 31, 2012, the Company issued 2,740,300 common shares in full settlement of the warrant agreement.

~~The warrants have an outstanding remaining contractual life of approximately 2.33 years as of Sept. 30, 2012 (unaudited)~~14

NOTE 46 ~~SUBSEQUENT~~- ~~EVENTS~~OTHER MATERIAL CONTRACTS

OnDuring ~~September~~the ~~30,~~last quarter of 2012, the Board of ~~directors~~Directors ~~voted~~approved tothe ~~cancel~~acquisition ~~all~~of ~~preferred~~two ~~shares~~(2) ~~effective during~~mining ~~the~~entities ~~third~~but ~~quarter. At~~as of the ~~time~~date ~~the~~of these financial statements ~~were~~they ~~completed~~have ~~the cancellation had not~~ yet ~~completed. The~~to ~~financial~~enter ~~statement~~into ~~will~~a ~~not~~definitive ~~reflect~~agreement ~~the~~of ~~effect~~plan of ~~the~~acquisition ~~cancellation~~or ~~until all the common shares associated with the cancellation have been issued~~merger.

13NOTE 7- GOING CONCERN

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has a recurring net losses, and total deficit accumulated including during pre-exploration stage is $ (52,207,651) and a working capital deficit of (current liabilities minus current assets) $(1,619,248) at March 31, 2013 and December 31, 2012 of $(1,088,973). Additionally, current economic conditions in the United States and globally create significant problems attaining sufficient funding. Accordingly, management has encountered significant difficulties in obtaining financing. These items raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing, borrowing, and the success of future operations. These consolidated financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 8 - CORRECTION OF PRIOR YEAR ACCOUNTING ERROR

The Company’s consolidated financial statements as of December 31, 2009, contained the following errors: (1) overstatement of debt in the amount of $2,389,200; overstatement of a related investment in the amount of $2,389,200, and overstatement of accrued interest payable in the amount of $149,112. As of December 31, 2009, the investment and debt (along with minimal foreign currency translation adjustments) were eliminated, and accumulated deficit was increased by $149,112 to correct the aggregate effect of the errors. The error is a result of the Company recording a transaction, known as Global Diamond Resources, which did not materialize wherein the Company was borrowing funds under a convertible loan agreement to purchase, through a subsidiary, stock of a privately held company. The lenders were unable to complete the transaction and neither funds nor equities changed hands. The Board of Directors issued a resolution to void the transaction. The Company also made the following adjustments:

				Common			Additional			Deficit Accumulated			Total Stockholders
	Preferred			Stock			Paid in			During Pre			Equity
	Stock			Amount			Capital			Exploration			(Deficit)
Balance December 31, 2009	$	10,200		$	93,132		$	10,706,521		$	(3,557,556	)	$	7,252,297

Reverse Stock Split		-			(92,822	)		92,822			-			-

Reversal of interest Payable		-			-			-			149,112			149,112

Beneficial Conversion feature on Preferred Stock		(10,034,407	)		-			-			-			(10,034,407	)

Re-class		10,189,800						(10,189,800	)		-			-

Amortization of Beneficial Conversion feature on Preferred Stock		10,034,407			-			-			-			10,034,407

Amortization of Beneficial Conversion on Convertible Debt		-			-			363,883			-			363,883

Change in Value of Derivative Liability		-			-			-			1,747,423			1,747,423

Change in Interest Expense and amortization of beneficial conversion feature		-			-			-			(10,682,980	)		(10,682,980	)

Balance December 31, 2009 (restated)		10,200,000			310			973,426			(12,344,001	)		(1,170,265	)

Removed Preferred Stock from Equity		(10,200,000	)		-			-			-			(10,200,000	)

Total Stockholder's equity (deficit) (before treasury stock)	$	-		$	310		$	973,426		$	(12,344,001	)	$	(11,370,265	)

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. The debt derivative, comprised of our bifurcated convertible debt features on our convertible notes, is measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities:

			Fair Value Measurements at December 31, 2012 using:
	March 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Debt derivative liabilities	$	560,817		-		-	$	505,275
Preferred stock derivative liabilities	$	0					$	0

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2012:

	Debt Derivative Liability
Balance, December 31, 2012	$	560,817
Mark-to-market at December 31, 2012:
- Embedded debt derivatives		(55,542)

Balance, March 31, 2013	$	505,275

Net gain on derivatives realized and unrealized for the period included in earnings relating to the liabilities held at March 31, 2013	$	55,542

FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually identified by our use of certain terminology, including “will,” “believes,” “may,” “expects,” “should,” “seeks,” “anticipates,” or “intends,” or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; environmental liability claims and insurance; dependence on consultants and third parties as well as those factors discussed in the sections entitled “ Risk Factors ,” “ Business ,” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations .” If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated, or projected. Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.

The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. The Company is an exploration stage company and its properties have no known body of ore. U.S. investors are cautioned not to assume that the Company has any mineralization that is economically or legally mineable.

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

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

Trilliant Exploration Corporation was incorporated under the laws of the State of Nevada on December 29, 2003 under the name Project Development Pacific Inc. We were previously engaged in the business of assisting Canadian citizens to access health care services from private providers. On November 26, 2007, we changed our name to Trilliant Exploration Corporation with a business purpose to acquire and develop mineral properties. During 2007, we began acquiring interests in mining properties.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Pre-Exploration Stage Company

The Company is considered to be in the pre-exploration stage as defined in ASC 915 “Accounting and Reporting by Development Stage Enterprises” as interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7. The Company is devoting substantially all of its efforts to the execution of its business plan.

Use of Estimates

1417

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase. The Company had $~~(114)~~60 and $~~250~~60 in cash and cash equivalents as of ~~Sept~~March 3031, 2012 and ~~June~~December 3031, 2012, respectively.

Revenue Recognition

Mineral Acquisition and Exploration Costs

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant, and Equipment

Property and equipment are stated at cost. Depreciation and amortization are determined using the straight-line method over estimated useful lives of the assets. All property, plant, and equipment were disposed of and any gains and losses on the disposal are included in discontinued operations as disclosed in Note 10. As of ~~September~~March 3031, ~~2012~~2013, the Company held no property, plant or equipment.

Net Income or (Loss) Per Share of Common Stock

Basic and diluted loss per common share is based upon the weighted average number of common shares outstanding during the period computed under the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (“ASC 260-10”). For the three month period the weighted average number of shares issued and outstanding is 1152,~~677~~819,~~891~~187 for the period ended March 31, 2013 and 139,~~677~~405,~~891~~131 for the period ended ~~September~~December 3031, 2012.

1518

Goodwill and Other Intangibles

As of ~~Sept~~March 3031, ~~2012~~2013, the Company held no Goodwill. The Company possesses no other intangible assets.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting standards, if adopted, will have a material effect on our financial statements.

Income Taxes

Derivative Liabilities

The Company accounts for its embedded conversion features in its convertible debentures in accordance ASC 815-10, "Derivatives and Hedging", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and ASC 815-40, “Contracts in Entity’s Own Equity”. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively.

Accounting Standards Codification subtopic 815-40, Derivatives and Hedging; Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company. The Company ’ s Convertible Preferred Stock and Convertible debt has certain provisions that require the Company to change conversion price of the Convertible debt and Convertible Preferred Stock based on the discounted market value. Upon the effective date, the provisions of ASC 815-40 required a reclassification to liability based on the reset feature of the agreements. Therefore, in accordance with ASC 815-40, the Company determined the fair value of the initial reset provision on preferred stock and convertible debt using the Black-Scholes formula assuming no dividends, a risk-free interest rate of 0.68%-0.85%, expected volatility of 155.49%-214.23%, and expected life of 1 and 5 years. The net value of the reset provision at the date of adoption of ASC 815-40 was recorded as a derivative liability on the balance sheet and a reduction to convertible redeemable preferred stock and convertible debt. Changes in fair value are recorded as non-operating, non-cash income or expense at each reporting date. The fair value of the preferred stock and convertible debt ~~at June~~March 3031, ~~2012~~2013 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield: 0%

Volatility ~~254~~395.3020%

Risk free rate: 0.7025%

1619

The change in fair value of the convertible ~~preferred stock and convertible~~ debt derivative liability resulted in a current period non-operating ~~loss~~gain to operations of $~~694~~52,~~855~~540.

Fair Value of Instruments

Reclassification

Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.

Currency Risk and Foreign Currency Translations

The functional currency of the Company is the United States Dollar (USD). In accordance with ASC Topic No. 830, realized gains or losses on expenses incurred in denominations other than USD are recognized in earnings on the transaction date. At such time as there are any foreign denominated assets or liabilities, the Company will report changes in valuation in a Statement of Other Comprehensive Income or (Loss) due to the changes in cumulative adjustments from foreign currency translation.

CURRENT BUSINESS OPERATIONS

We are engaged in the evaluation, acquisition, exploration and advancement of mining projects. Although we were considered to have exited the pre-exploration stage with the Muluncay acquisition, the disposal of Muluncay necessitates that we re-enter the pre-exploration stage effective December 31, 2009. As of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations. ToThrough ~~date~~fiscal 2012, funding to acquire and explore alternative mining, gold and copper properties and for operational purposes was acquired through private financings.

Muluncay Project

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

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

RESULTS OF OPERATION

Three Month Period Ended ~~Sept~~March 3031, ~~2012~~2013 Compared to ~~Three~~the ~~Month~~Year ~~Period~~ Ended ~~June~~December 3031, 2012.

Our net ~~loss~~gain for the three months period ended ~~Sept.~~March 3031, ~~2012~~2013 was $~~115~~30,~~443~~542 compared to a net loss of $~~163~~(39,~~584~~863,640) during the ~~three month~~ period ended ~~June~~December 3031, 2012, a change of ~~$48~~39,~~141~~833,098. During the three month periods ended ~~Sept.~~March 3031, ~~2012~~2013 and ~~2011~~2012, we did not generate any revenue from continuing operations.

During the three month period ended ~~Sept.30~~March 31, ~~2012~~2013, we incurred operating expenses of $~~584~~25,000 compared to $~~104~~8,~~940~~031,052 incurred during the three month period ended ~~June~~December 3031, 2012, a decrease of ~~$146~~8,~~721~~006,052. The decrease in operating expenses incurred during the three month period ended ~~Sept.~~March 3031, ~~2012~~2013 was primarily attributable to the elimination of office expense, use of consultants and professionals charges. Operating expenses reflect the limited scope and scale of our business operations.

Other income (expense) was incurred during the three month period ended ~~Sept.~~March 3031, ~~2012~~2013 of ($~~115~~55,~~443)~~542 , unrealized and realized gain on derivative liabilities.

Therefore, this resulted in a net ~~loss~~income applicable to common shares during the three month period ended ~~Sept~~March 3031, ~~2012~~2013 of $~~116~~30,~~027~~542.

1820

LIQUIDITY AND CAPITAL RESOURCES

Three Month Period Ended ~~Septeber~~March 3031, ~~2012~~2013

As at ~~Sept~~March 3031, ~~2012~~2013, our current assets and total assets were $060 in cash. Our current liabilities were $31,~~291~~619,~~329 including a bank overdraft of $114.00~~308, which resulted in a working capital deficit of $31,~~291,329~~619. 248. As of ~~Sept.~~March 3031, ~~2012~~2013, liabilities were primarily comprised of: (i) $~~298~~313,~~359~~889 in accounts payable; (ii) $~~537~~597,~~836~~495 in convertible notes payable,; ~~net~~and, ~~current;~~ (iii) $~~1,625,539~~ ~~of convertible bonds payable, and (iv)~~ $~~809~~172,~~681~~499 of accrued interest payable. The increase in liabilities during the three month period ended ~~Sept.~~March 3031, ~~2012~~2013 from fiscal year ended December 31, ~~2011~~2012 was primarily due to the ~~Company~~increase ~~issuing a convertible note payable along with applicable accrued interest, and the change~~ in ~~the~~accounts ~~value of the derivative liability~~payable.

Stockholders’ deficit ~~increased~~decreased from $261,~~952~~649,~~318~~790 for fiscal year ended December 31, ~~2011~~2012 to $271,~~265~~619,~~826~~248 for the ~~nine~~three month period ended ~~Sept.~~March 3031, ~~2012~~2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended ~~Sept~~March 3031, ~~2012~~2013, no net cash flows used in ~~operating~~or ~~activities~~provided ~~was $1,128 consisting primarily of a net loss of $116,207 as adjusted~~ by ~~$12,581 in amortization of debt discounts, and $107,498 changes in~~ operating ~~assets and liabilities~~activities.

Cash Flows from Investing Activities

We did not engage in any investing activities during the three month period ended ~~Sept~~March 3031, ~~2012~~2013.

Cash Flows from Financing Activities

For the three month period ended ~~Sept~~March 3031, ~~2012~~2013, there were no net cash flows provided from financing activities ~~was $764~~.

PLAN OF OPERATION AND FUNDING

AThe ~~substantial~~accompanying ~~portion~~consolidated offinancial ~~quarter~~statements ~~ended~~have ~~December~~been ~~31,~~prepared ~~2010~~in ~~was~~conformity ~~dedicated~~with toaccounting ~~the~~principles ~~Muluncay~~generally ~~mining~~accepted ~~project~~in ~~and~~the ~~financing.~~United AsStates atof ~~Sept 30 2012~~America, ~~our~~which ~~cash~~contemplate ~~and~~continuation ~~cash~~of ~~equivalents were $0.00. For~~ the ~~three~~Company ~~month~~as ~~period~~a ~~ended~~going ~~Sept~~concern. ~~30,~~The ~~2012,~~Company wehas ~~incurred~~reported a net loss from operations of $~~116~~39,~~207.~~863,640 ~~Net cash provided by financing activities~~ for the ~~three~~ twelve month period ended ~~Sept.~~December 3031, 2012, ~~was~~a ~~$764.00.~~total ~~The~~shareholders’ ~~accumulated~~ deficit ~~is due to losses incurred on the disposal~~ of $1,649,790 ~~Muluncay~~ and ~~general~~total &current ~~administrative~~liabilities ~~costs, change~~ in ~~the~~excess ~~derivative~~of ~~liability,~~current ~~salaries~~assets ~~and~~of ~~wages~~$1, ~~note and bond interest, and professional fees~~088.973 ~~The~~as ~~orchestration and execution~~ of ~~our~~December ~~business~~31, ~~acquisitions resulted in increased professional fees and the need for funding~~2012.

WeThe ~~will~~Company ~~need~~is ~~additional~~in ~~further~~the ~~advances~~pre-exploratory stage and ~~issuance~~does ofnot ~~debt~~have ~~instruments~~any revenues from operations and will be dependent on funds raise to ~~fund~~satisfy ~~our~~its ~~operations~~ongoing ~~over~~capital requirements for at least the next ~~three~~12 months. InThe ~~connection~~Company ~~with~~will ~~our~~require ~~future~~additional ~~business~~financing ~~plan,~~in ~~management~~order ~~anticipates~~to ~~additional~~execute ~~increases~~its in operating ~~expenses~~plan and ~~capital~~continue ~~expenditures~~as ~~relating~~a togoing ~~acquisition~~concern. ofThe ~~further~~Company ~~interests~~cannot inpredict ~~gold~~whether ~~mining~~this ~~concessions.~~additional Wefinancing ~~would~~will ~~finance~~be ~~these~~in ~~expenses~~the ~~with~~form ~~further issuances~~ of ~~securities~~equity ~~and~~or debt, ~~issuances~~or be in another form. WeThe ~~expect~~Company wemay ~~would~~not ~~need~~be able to ~~raise~~obtain the necessary additional capital ~~and~~on ~~generate~~a ~~revenues~~timely tobasis, ~~meet~~on ~~long-term~~acceptable ~~operating~~terms, ~~requirements~~or at all. ~~Additional~~In ~~issuances~~any of ~~equity~~these orevents, ~~convertible~~the ~~debt~~Company ~~securities~~may ~~would~~be ~~result~~unable ~~in dilution~~ to ~~our~~implement its current ~~shareholders.~~plans ~~Further,~~for ~~such~~expansion ~~securities~~or ~~may~~respond ~~have~~to ~~rights~~competitive pressures, ~~preferences~~any orof ~~privileges~~these ~~senior~~circumstances towould ~~our~~have ~~common~~a ~~stock.~~material ~~Additional~~adverse ~~financing~~effect ~~may~~on ~~not~~its bebusiness, ~~available~~prospects, ~~upon~~financial ~~acceptable~~condition ~~terms,~~and orresults atof ~~all~~operations.

19Management expects that global economic conditions will continue to present a challenging operating environment through 2013.

While we have been able to manage our working capital needs with the current credit facilities, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we have the following material commitments as described as described in Footnote 4 of our financial statements (all of which are in default).

Contractual Obligations	Total		Less than one year		1 – 3 Years		3 – 5 Years		More than 5 Years
Convertible Bonds	$	1,610,407	$	1,610,407	$	—	$	—	$	—
Convertible Notes Payable		597,495		597,495
Convertible Notes Payable		585,000		585,000
Total	$	597,495	$	597,495	$	—	$	—	$	—
Total	$	2,195,407	$	2,195,407	$	—	$	—	$	—

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

The independent auditors' report accompanying our December 31, 2011 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Number of Employees

As of ~~Sept~~March 3031, ~~2012~~ 2013 the Company had one (1) part-time employee.

Disclosure of Contractual Obligations

The Company does not have any significant contractual obligations which could negatively impact our results of operations and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MATERIAL RISK

None

2022

ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of Sept. 30, 2012, the Company performed an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a - 15(e) or 15d - 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation and due to the lack of segregation of duties and failure to implement accounting controls, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

The reason for the ineffectiveness of our disclosure controls and procedures was the result of having a limited number of employees and not having proper segregation of duties based on the cost benefit of hiring additional employees solely to address the segregation of duties issue. We compensate for the lack of segregation of duties by employing close involvement of management in day-to-day operations.

Limitations on Effectiveness of Controls and Procedures

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

Remediation of Material Weaknesses in Internal Control over Financial Reporting

As a small business, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external consultants and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.

The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management's review of key financial documents and records.

As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

Changes in Internal Controls

During the fiscal quarter ended ~~Sept.~~March 3031, ~~2012~~2013, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

2123

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims from time to time, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

ITEM 1A. RISK FACTORS

The Company’s results of operations, financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this quarterly report on Form 10-Q. You should carefully consider all of these risks.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of securities during the period of this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINING SAFETY DISCLOSURES

None

2224

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

Exhibit Number		Description

Exhibit 31.1		Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.1		Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

_________

*Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2325

TRILLIANT EXPLORATION CORPORATION

SIGNATURES

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

	TRILLIANT EXPLORATION CORPORATION
Dated: November 6, 2012	By:	/s/ WILLIAM LIEBERMAN
Dated: July 9, 2013	By:	/s/ Eric Radtke
		William Lieberman, President/Chief
		Eric Radtke, President/Chief
		Executive Officer
Dated: November 6, 2012	By:	/s/ WILLIAM LIEBERMAN
Dated: July 9, 2013	By:	/s/ Eric Radtke
		William Lieberman, Chief Financial Officer
		Eric Radtke, Chief Financial Officer

Filing Compare · TRILLIANT EXPLORATION CORP