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 ~~June~~September 30, 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~~909 ~~Eighth~~Third Avenue, ~~Suite~~# ~~401,~~645 New York, New York ~~10019 (Address of principal executive offices) (212) 203 -0310 (Issuer’s telephone number) (Previous address if changed from last report)~~10150

~~Indicate by check mark whether the registrant~~ (1)Address ~~has filed all reports required to be filed by Section 13 or 15(d)~~ of ~~the~~principal ~~Securities~~executive ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~offices)~~, 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~~212) ~~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~~203-0310

(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 ¨

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. 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 ~~June~~September 30, 2013
Common Stock, $0.001		191,446,114

EXPLANATORY NOTE:

This Quarterly report for the period ending ~~June~~September 30, 2013 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
PART I-FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets as of June 30, 2013 (Unaudited), March 31, 2013 and December 31, 2012 (Unaudited)		4
	Condensed Consolidated Statements of Operations for the Six months Ended June 30, 2013, the three months ended June 30, 2013, the three months ended March 31, 2013 and year ended Dec 31, 2012 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Six and three months ended June 30, 2013, Three months Ended March 31, 2013 and year ended Dec. 31, 2012 (Unaudited)		6
	Consolidated Statement of Changes in Equity for the period ended June 30, 2013, March 31, 2013 and December 31, 2012 (Unaudited)		7
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8
	Forward Looking Statement		20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2526
Item 4.	Controls and Procedures		2627
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		2728
Item 1A.	Risk Factors		2728
Item 2.	Unregistered Sales of Equity Securities		2728
Item 3.	Defaults upon Senior Securities		2726
Item 4.	~~Mining~~Removed ~~Safety~~and ~~Disclosures~~Reserved		2728
Item 5.	Other Information		2729
Item 6.	Exhibits		2829
Signatures			2930

PART I

ITEM 1. FINANCIAL STATEMENTS

TRILLIANT EXPLORATION CORPORATION

Consolidated Balance Sheet

Unaudited

	June 30, 2013			March 31, 2013			December 31, 2012
	Sept. 30, 2013			June 30, 2013				March 31, 2013			Dec. 31, 2012
ASSETS
Current Assets
Current assets
Cash and cash equivalents	$	8724,369		$	6087		$	60$	60		$	60
Total current assets	$	8724,369		$	6087		$	60$	60		$	60
LIABILATIES AND SHAREHOLDERS DEFICIT
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	~~298~~299,~~606~~331		$	~~292~~298,~~949~~606		$	~~288,889~~$	292,950		$	288,889
Accrued interest		~~181~~1,~~236~~052,491			~~176~~1,~~868~~036,572			~~172,499~~	1,020,653			1,016,284
Convertible notes payable-related party		585,495			597,495			597495
Convertible notes payable related party		585,495			585,495				597,495			597,495
Short term notes payable		43,302			40,150			30,150
Convertible bonds -related party		1,610,407			1,610,407				1,610,407			1,610,407
Total current assets	$	1,108,639		$	1,107,462		$	1,089,033
Short term notes payable		68,302			43,302				40,150			30,150
Long term liabilities
Total current liabilities	$	3,616,026		$	3,574,382			$	3,561,655		$	3,543,225
Derivative liabilities	$	7,136,057		$	505,275		$	560,817
Long term liabilities
Total long term liabilities		7,136,057		$	505,275		$	560,817
Derivative liabilities	$	2,250,646		$	7,136,057			$	505,275		$	560,818
Total liabilities	$	8,244,696		$	1,612,737		$	1,649,850
Total long term liabilities		2,250,646			7,136,507				505,275			560,818
SHARHOLDERS' DEFICIT
Total liabilities	$	5,866,672		$	10,710,889			$	4,066,930		$	4,104,043
Common stock, par value $0.001; 1,000,000,000; 191,446,114 issued and outstanding June 30, 2013; 152,819,187 issued and outstanding at March 31, 2013 and December 31, 2012; respectively	$	191,446		$	152,819		$	152,819
SHAREHOLDERS' DEFICIT
Additional paid-in capital		66,781,251			66,681,901			66,681,901
Common stock, par value $0.001; 1,000,000,000 authorized shares; 191,446,114 issued and outstanding on Sept. 30, 2013 and June 30, 2013; 152,819,187 issued and outstanding at March 31, 2013 and Dec. 31, 2012; respectively	$	191,446		$	191,446			$	152,819		$	152,819
Accumulated deficit during pre-exploration stage		(52,207,651	)		(52,207,651	)		(52,207,651	)
Additional paid-In capital		66,781,251			66,781,251				66,681,901			66,681,901
Deficit accumulated		(12,809,655	)		(6,039,746	)		(6,076,859	)
Accumulated deficit during pre-exploration stage		(12,344,011	)		(12,344,011	)			(12,344,011	)		(12,344,011	)
Total shareholders' deficit before Treasury stock	$	1,955,391		$	8,587,323		$	8,550,210
Deficit accumulated		(50,270,989	)		(55,139,488	)			(48,357,579	)		(48,394,692	)
Treasury stock		(10,200,000	)		(10,200,000	)		(10,200,000	)
Total shareholders' deficit before Treasury stock	$	4,357,697		$	(510,802	)		$	6,133,130		$	6,096,017
Total shareholders' equity (deficit)	$	(8,244,609	)	$	(1,612,677	)	$	(1,649,790	)
Treasury stock		(10,200,000	)		(10,200,000	)			(10,200,000	)		(10,200,000	)
Total liabilities and shareholders' equity (deficit)	$	87		$	60		$	60
Total shareholders' equity (deficit)	$	(5,842,303	)	$	(10,710,802	)		$	(4,066,870	)	$	(4,103,983	)
Total liabilities and shareholders' equity (deficit)	$	24,369		$	87			$	60		$	60

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

Consolidated Statement of Operations

Unaudited

	For the six months ended 30-June-2013			For the three months ended 30-June-2013			For the three months ended 31-March-2013			For the year ended 31-Dec-2012
	For the nine months ended 30-Sept-13			For the three months ended 30-Sept-13			For the six months ended 30-Jun-13			For the three months ended 31-March-13			For the year ended 31-Dec-12
REVENUES	$	-		$	-		$	-		$	-
Revenues	$	-		$	-		$	-		$	-		$	-
Operating Expenses
General and administrative	$	~~170~~181,~~086~~207		$	~~156~~11,~~026~~121		$	14170,~~060~~086		$	~~276~~14,~~034~~060		$	48.409,572
Total operating expense		~~170~~181,~~086~~207			~~156~~11,~~026~~121			14170,~~060~~086			~~276~~14,~~034~~060			48,409,572
Net loss from operations	$	(170,086	)	$	(156,026	)	$	(14,060	)	$	(276,034	)
Net income (expense)	$	(181,207	)	$	(11,121	)	$	(170,086	)	$	(14,060	)	$	(48,409,572	)
Other income (expense)
Loss on settlement of debt
Gain (loss) on settlement of debt	$	-		$	-		$	-		$	-		$	(105,747	)
Net realized and unrealized gain (loss) in the change in fair value of derivative liability		(6,603,085	)		(6,658,627	)		55,542			-161,264
Net realized and unrealized gain (loss) in change in fair value of derivative liability		(1,656,667	)		4,946,418			(6,603,085	)		55,542			6,599,244
Interest expense		(879,~~738~~349	)		(466,~~369~~798	)		(48,~~369~~738	)		(~~313~~4,~~904~~369	)		(401,758	)
Total other income (expense)	$	(61,~~611~~736,~~823~~016	)	$	(64,~~662~~879,~~996~~620	)	$	51(6,~~173~~611,823	)	$	~~(475~~51,~~168~~173	)	$	(6,091,739	)
Net gain (loss) before income tax	$	(61,~~781~~913,~~909~~410	)	$	(64,~~819~~868,~~022~~499	)	$	37(6,~~113~~781,909	)	$	~~(751~~37,~~202~~113	)	$	(42,317,833	)
Income taxes (benefits)
Basic and Diluted loss per share
Net gain (loss)	$	(6,781,909	)	$	(6,819,022	)	$	37,113		$	(751,202	)
Net gain (loss) per share continuing operations	$	(0.01	)	$	0.03		$	(0.04	)	$	(0.00		$	(1..07)
Basic and Diluted loss per share
Weighted average number of common shares outstanding (Basic and Diluted)		191,446,144			191,446,144			178,570,472			152,819,817			39,405,131
Net gain (loss) per share, continuing operations	$	(0.04	)	$	(0.04	)	$	0.00		$	(0.02	)
Weighted Average Number of Common Shares outstanding (Basic and Diluted)		178,570,472			178,570,472			152,819,817			39,405,131

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

Consolidated Statement of Cash Flows

Unaudited

	For the six months ended 30-June-2013			For the three months ended 30-June-2013			For the three months ended 31-March-2013			For the year ended 31-Dec-2012
	For the nine months ended 30-Sept-13			For the three months ended 30-Sept-13			For the six months ended 30-Jun-13			For the three months ended 31-March-13			For the year ended 31-Dec-12
CASH FLOWS FROM OPERATING ACTIVITIES
Net gain (loss)	$	(61,~~781~~913,~~909~~410	)	$	(64,~~819~~868,~~022~~499	)	$	37(6,~~113~~781,909	)	$	~~(751~~37,~~202~~113	)	$	( 42,317,833	)
Adjustments to reconcile net income to net cash by operations and non-cash items:
Adjustments to reconcile to net cash by operations and non-cash items:
Net realized and unrealized change in fair value of derivative liability		61,~~612~~744,~~353~~921			6(4,~~667~~885,~~895~~861	)		~~(55~~6,~~542~~630,782	)		(1655,~~842~~542	)		(6,599,244	)
Amortization of conversion feature											~~(12,571~~	)
Changes in operating assets and liabilities
Unrealized loss on shares held on deposit at fair value pending acquisition
Accounts payable and accrued expenses		9,717			5,657			4,060			134,000
Gain (loss) on settlement of debt and interest expense														507,505
Loan from Cortland Capital		13,152			3,152			10,000			20,000
Common stock at par issued														152,174
Loan from Eightfold Entertainment											7,060
Additional paid-in capital		99,350						99,350						65,013,993
Trafalgar bonds payable											(127,830	)
Accounts payable and accrued expenses settled with common stock		29,889)						(29,889	)					48,339,078
Accrued interest		8,738.0			4,369			4,369			(301,331	)
Common stock issued for services														(45,914,974	)
Net cash (used in) provided by operating activities	$	(137,949	)	$	(137,949	)	$	-		$	(1,048,716	)
Common stock issued to retire preferred stock and derivatives														(16,797,000	)
CASH FLOWS FROM INVESTING ACTIVITIES
Common stock issued in settlement of debt and accrued interest														(2,454,193	)
Common shares issued (in escrow) acquisition										$	(56,500	)
Common shares stock issued (in escrow) acquisition
Net cash (used in) provided by investing activities	$	-		$	-		$	-		$	(56,500.00	)
Changes in operating assets and liabilities		56,966						56,966
CASH FLOWS FROM FINANCING ACTIVITIES
Bonds payable, convertible and secured-related party net discount
Common stock issued for services		37,626			37,626						82,764
Accounts payable; accrued expenses		38,219			16,644			21,575			18,429			40,404
Common stock issued to retire preferred stock											40,000
Net cash (used in) provided by operating activities	$	(3,843	)	$	(718	)	$	(3,125	)	$	-		$	(30,090	)
Common stock issued in settlement of debt		1,000			1000						94,679
CASH FLOWS FROM INVESTING ACTIVITIES
Additional paid-in capital		99,350			99,350						887,833
Common shares issued (in escrow) acquisition	$	-		$	-		$	-		$	-		$	-
Net cash (used in) provided by financing activities	$	137,976		$	137,976		$	-		$	1,105,276
Net cash (used in) provided by investing activities	$	-		$	-		$	-		$	-		$	-
Net increase (decrease) in cash	$	27		$	27		$	-		$	60
CASH FLOWS FROM FINANCING ACTIVITIES
Cash at beginning of period	$	60		$	60		$	60		$	-
Short term notes payable				$	25,000		$	3,152					$	30,150
Cash at end of period	$	87		$	87		$	60		$	60
Net cash (used in) provided by financing activities	$	28,152		$	25,000		$	3,152		$	-		$	30,150
SUPPLEMENTAL CASH FLOW INFORMATION
					-
Cash paid for interest	$	-		$	-		$	-		$	-
Net increase (decrease) in cash	$	24,309		$	24,282		$	27		$	-		$	60
Cash paid for income taxes	$	-			-		$	-		$	-
Cash at beginning of period	$	87		$	87		$	60		$	60		$	-
Non-cash investing activities
Cash at end of period	$	24,396		$	24,369		$	87		$	-		$	60
Common stock issued for debt and accrued interest	$	-		$	-		$	-		$	94,679
SUPPLEMENTAL CASH FLOW INFORMATION
Common stock issued to retire preferred stock	$	-		$	-		$	-		$	56,500
Cash paid for interest
Common stock issued for services	$	37,626		$	37,626		$	-		$	40,000
Cash paid for income taxes	$	-		$	-		$	-		$	-		$	-
Common stock issued to settle debt	$	1,000		$	1,000
	$	-		$	-		$	-		$	-		$	-
Non-cash investing activities
Common stock issued for debt and accrued interest
Common stock issued to retire preferred stock	$	-		$	-		$	-		$	-		$	97,679
Common stock issued for services	$	-		$	-		$	-		$	-		$	56,500
Common stock issued to settle debt	$	37,626		$	-		$	37,626		$	-		$	40,000

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION, INC

Consolidated Statement of Changes in Equity

[Unaudited]

	Common	~~Common~~					Additional Paid -in	~~Additional Paid-in~~		Treasury	~~Treasury~~			Accumulated Deficit during pre-exploration	~~Accumulated deficit during pre-exploration~~
	Stock	~~Stock~~		Amount	~~Amount~~		Capital	~~Capital~~		Stock	~~Stock~~			stage	~~stage~~			Deficit	~~Deficit~~			Total	~~Total~~
Balance 31-Dec-2012			152,819,187		$	152,819		$	6,681,901		$	(10,200,000	)			(52,207,651	)			(6,076,859	)			(1,649,790	)
Balance 31-Dec-12		52,819,187		$	152,819		$	66,681,901		$	(10,200,000	)		$	(12,344,011	)		$	(48,394,692	)		$	(4,103,983	)
Common issued in settlement of debt and accrued interest
Common stock issued in settlement of debt and accrued interest
Common issued for services
Common stock issued for services
Common issued in escrow for acquisition
Common stock issued in escrow for acquisition
Treasury stock
Net gain (loss)																				37,113				37,113
Net gain(loss)																			37,113				37,113
Balance 31-March-2013			152,819,187		$	152,819			66,681,901			(10,200,000	)			(52,207,651	)			(6,039,746	)			(1,612,677	)
Balance 31-Mar-13		152,819,187		$	52,819		$	66,681,901		$	(10,200,000	)		$	(12,344,011	)		$	(48,357,579	)		$	(4,066,870	)
Common issued in settlement of debt and accrued interest			1,000,000			1,000.00			11,000
Common stock issued in settlement of debt and accrued interest
Common issued for services			37,626,927			37,626.93			88,350
Common stock issued for services		37,626,927			37,627			88,350															125,977
Common issued in escrow for acquisition
Common stock issued in escrow for acquisition
Treasury stock
Net loss																				(6,643,929	)			(6,643,929	)
Net gain(loss)																			(6,769,909	)			(6,769,909	)
Balance 30-Jun-2013			191,446,114			191,446			66,781,251			(10,200,000	)			(52,207,651	)			(12,683,675	)			(8,256,606	)
Balance 30-Jun-13		190,446,114		$	190,446		$	66,770,251		$	(10,200,000	)		$	(12,344,011	)		$	(55,127,488	)		$	(10,710,802	)
Common stock issued in settlement of debt and accrued interest
Common stock issued for services
Common stock issued in escrow for acquisition
Treasury stock
Net gain(loss)																			4,868,499				4,868,499
Balance 30-Sept-13		190,446,114		$	90,446		$	66,770,251		$	(10,200,000	)		$	(12,344,011	)		$	(50,258,989	)		$	(5,842,303	)

See accompanying notes to unaudited condensed consolidated financial statements.

TRILLIANT EXPLORATION CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2013

NOTE 1 – - ORGANIZATION AND BASIS OF PRESENTATION

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

On March 30, 2009 (Date of Acquisition), Trilliant Exploration Corporation (the Parent) acquired a 100% interest in MuluncayGoldCorp (a Subsidiary) (Muluncay). The transaction was accounted for as a purchase pursuant to ASC Topic No. 805.

On June 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.

On July 1, 2009 the Company acquired 799 of 800 shares of AyapampaGold S.A (AYA) (a Subsidiary) at $1 per share for a purchase price of $799. AYA was formed in mid-2007 as a shell and has been inactive since inception.

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

The accompanying consolidated financial statements include the operations of the Subsidiaries’ activity from the dates of Acquisition and Formation through this quarter end. Intercompany transactions have been eliminated upon consolidation. The Parent and Subsidiaries are collectively referred to as “the Company.”

NOTE 2 – - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase. The Company had $24,369 and $87 and $60 in cash and cash equivalents as of September 30, 2013 June 30, 2013 and March 31, 2013, 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~~September 3130, 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.

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 Companies consolidated financial 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.

9Derivative 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” ~~Liabilities~~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.

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.9

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 convertible debt at ~~June~~September 30, 2013 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield: 0%

Dividend yield:	0		0%
Volatility		576.77	%
Risk free rate:		0.33	%

~~Volatility~~Fair ~~469.97%~~Value of Instruments

~~Risk~~Accounting ~~free~~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: 0risk and credit risk.~~28%~~ 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 ofMeasurements 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

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.Reclassification

~~The~~Certain ~~company~~reclassifications ~~follows~~have ~~Accounting~~been ~~Standards~~made ~~Codification~~to ~~subtopic~~conform ~~820-10,~~the ~~Fair~~prior ~~Value~~period ~~Measurements~~data ~~and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities~~ to ~~choose~~the tocurrent ~~measure~~presentation. ~~many~~These ~~financial~~reclassifications ~~instruments~~had ~~and~~no ~~certain~~effect ~~other~~on ~~items~~reported atnet ~~fair value~~loss.

~~Reclassification~~NOTE 3 – PROVISION FOR INCOME TAXES

~~Certain~~The ~~reclassifications~~Company ~~have~~recognizes ~~been~~the ~~made~~tax toeffects ~~conform~~of transactions in the ~~prior~~year ~~period~~in ~~data~~which tosuch transactions enter into the ~~current~~determination ~~presentation~~of net income regardless of when reported for tax purposes. ~~These~~Deferred ~~reclassifications~~taxes ~~had~~provided nofor 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 ~~reported~~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%.

10Significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited.

~~NOTE 3 - PROVISION FOR INCOME TAXES~~10

~~The~~NOTE 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 to4 ~~expire~~– inRELATED ~~2031~~PARTY 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%.TRANSACTIONS

~~Significant~~A ~~changes~~– inConvertible ~~the~~Notes ~~Company’s ownership, the Company’s future use of its existing net operating losses may be limited.~~Payable

~~NOTE~~The 4Company 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 ~~RELATED~~into ~~PARTY~~shares ~~TRANSACTIONS~~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:

A – Convertible Notes Payable

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

~~The~~(A), ~~Company~~Amounts ~~has~~borrowed ~~entered~~were ~~into~~part ~~multiple convertible notes payable agreements with an investment firm that is also a minority stockholder~~ of ~~the Company. Each note carries~~ a ~~separately~~master ~~dated promissory~~ note ~~that~~agreement ~~bears~~totaling 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~~275,680, 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~~This note was repaid in January 2011

	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

January 5, 2009 Note:

~~(A)~~From January 5, ~~Amounts~~2009 ~~borrowed~~to ~~were~~March ~~part~~9, of2009, the Company issued a ~~master~~$275,000 Convertible Note that matured on January 5, 2010. The note ~~agreement~~bears ~~totaling~~interest $at ~~275~~a rate of 8% and is convertible into the Company’s common stock at any time at the holder’s option,~~000~~ at the conversion rate of 80% of the average rate of five preceding the closing date prior to notice of conversion.

*The ~~This~~Company ~~note~~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 ~~repaid~~determined inusing ~~January~~the ~~2011~~Black Scholes Model based on the following assumptions:

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

~~January 5, 2009 Note:~~11

~~From~~The ~~January~~initial 5,fair ~~2009~~value toof ~~March 9, 2009,~~ the ~~Company~~embedded ~~issued~~debt aderivative of $~~275~~125,~~000~~165 ~~Convertible~~was ~~Note~~allocated ~~that~~as ~~matured on January 5, 2010. The note bears interest at~~ a ~~rate~~debt ofdiscount 8%with ~~and is convertible into~~ the ~~Company’s~~remainder ~~common stock at any time at the holder’s option~~($93,420) atcharged ~~the~~to ~~conversion~~current ~~rate~~period ofoperations ~~80%~~as ofinterest ~~the average rate of five preceding the closing date prior to notice of conversion~~expense.

~~The~~During ~~Company identified embedded derivatives related to~~ the ~~Convertible~~year ~~Note~~ended ~~entered~~December ~~into on March 9~~31, ~~2009~~2011 (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~~2010, the Company ~~determined~~amortized $0 aand ~~fair value of~~ $~~218~~2,~~585~~072 ofto ~~the embedded~~current ~~derivative. The~~period ~~fair~~operations ~~value~~as amortization of ~~the~~beneficial ~~embedded~~conversion ~~derivative was determined using the Black Scholes Model based on the following assumptions:~~feature.

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

The fair value of the described embedded derivative of $200,161, $3,449,722 and $266,461 at Sept 30, 2013, June 30, 2013 and March 31, 2013, respectively was determined using the Black Scholes Model with the following assumptions

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.

	30-Sept-2013		30-June-2013
Dividend yield:	-0-	%	-0-	%
Volatility	577.76	%	469.97	%
Risk free rate:	0.33	%	0.28	%

~~During~~At ~~the~~September ~~year~~30, ~~ended December 31~~2013, ~~2011~~the ~~and~~Company ~~2010,~~adjusted the ~~Company~~recorded ~~amortized $0~~fair ~~and~~value ~~$2,072~~of tothe ~~current~~derivative ~~period~~liability ~~operations~~to asmarket ~~amortization~~resulting ofin ~~beneficial~~non-cash, ~~conversion~~non-operating ~~feature~~gain $4,879,620.

~~The~~April ~~fair value of the described embedded derivative of $3~~8,~~449,722~~ ~~and~~2009 ~~$266,461 at June 30, 2013 and March 31, 2013, respectively was determined using the Black Scholes Model with the following assumptions~~Note:

	30-June-2013			31-March-2013
Dividend yield:		-0-	%		0%
Volatility		469.97	%		395.51%
Risk free rate:		0..28	%		.025%

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.

AtThe ~~June~~Company ~~30,~~identified ~~2013~~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 ~~adjusted~~record the ~~recorded~~ fair value of the ~~derivative~~derivatives ~~liability~~as of the inception date of the Convertible Note and to ~~market~~adjust ~~resulting~~the infair ~~non-cash~~value as of each subsequent balance sheet date. At the inception of the Convertible Note, ~~non-operating~~the ~~loss~~Company determined a fair value of $ (342,~~183,261)~~239 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

April 8, 2009 Note:

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

~~From~~The ~~April~~initial 8,fair ~~2009,~~value of the ~~Company~~embedded ~~issued~~debt aderivative of $5020,~~000~~261 ~~Convertible~~was ~~Note~~allocated ~~that~~as ~~matured on April 8, 2010. The note bears interest at~~ a ~~rate~~debt ofdiscount 8%with ~~and is convertible into~~ the ~~Company’s~~remainder ~~common stock at any time at the holder’s option~~($21,978) atcharged ~~the~~to ~~conversion~~that ~~rate~~period of ~~80%~~operations ofas ~~the~~interest ~~average rate of five preceding the closing date prior to notice of conversion~~expense.

12During the year ended December 31, 2012 and 2011, the Company amortized $0 to current period operations as amortization of beneficial conversion feature.

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~~described asembedded ofderivative ~~the inception date~~ of ~~the~~$32,279, ~~Convertible~~$636,872 ~~Note~~ and to$41,175 ~~adjust~~at ~~the~~September ~~fair~~30, ~~value~~2013, asJune of30, ~~each~~2013 ~~subsequent~~and ~~balance~~March ~~sheet date. At the inception of the Convertible Note~~31, ~~the Company determined a fair value of $42~~2013,~~239~~ ~~of the embedded derivative. The fair value of the embedded derivative~~ was determined using the Black Scholes Model with ~~based on~~ the following assumptions:

Dividend yield:		-0-	%
	30-Sept-13			30-Jun-13
Volatility		291.51	%
Dividend yield:		-0-	%		-0-	%
Risk free rate:		0.80	%
Volatility		577.76	%		469.97	%
Risk free rate:		0.33	%		0.28	%

~~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.~~12

~~During~~June ~~the year ended December 31~~23, ~~2012~~2009 ~~and 2011, the Company amortized $0 to current period operations as amortization of beneficial conversion feature.~~Note:

~~The~~From ~~fair~~June ~~value~~23, of2009, the ~~described~~Company ~~embedded~~issued ~~derivative~~a of$ ~~636~~25,~~872~~000 ~~and~~Convertible ~~$41,175~~Note atthat matured on June 3023, ~~2013~~2010. The note bears interest at a rate of 8% and ~~March~~is ~~31,~~convertible ~~2013~~into the Company’s common stock at any time at the holder’s option, ~~was~~at ~~determined~~the ~~using~~conversion rate of 80% of the ~~Black~~ ~~Scholes~~average ~~Model with~~rate of five preceding the ~~following~~closing ~~assumptions:~~date prior to notice of conversion.

	30-Jun-13			31-Mar-13
Dividend yield:		-0-	%		-0-	%
Volatility		469.97%	%		395.51	%
Risk free rate:		0.28	%		0.25	%

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:

June 23, 2009 Note:

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

~~From~~The ~~June~~initial ~~23,~~fair ~~2009,~~value of the ~~Company~~embedded ~~issued~~debt aderivative of $2512,~~000~~102 ~~Convertible~~was ~~Note~~allocated ~~that~~as ~~matured on June 23, 2010. The note bears interest at~~ a ~~rate~~debt ofdiscount 8%with ~~and is convertible into~~ the ~~Company’s~~remainder ~~common stock at any time at the holder’s option~~($7,046) atcharged ~~the~~to ~~conversion~~that ~~rate~~period of ~~80%~~operations ofas ~~the~~interest ~~average rate of five preceding the closing date prior to notice of conversion~~expense.

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~~described asembedded ofderivative ~~the inception date~~ of ~~the~~$18,639, ~~Convertible~~$318,158 ~~Note~~ and to$20,587at ~~adjust~~September ~~the~~30, ~~fair~~2013, ~~value~~June as30, of2013 ~~each~~and ~~subsequent~~March ~~balance~~31, ~~sheet~~2013 ~~date.~~and AtDecember ~~the inception of the Convertible Note~~31, ~~the Company determined a fair value of $19~~2012,~~148~~ ofrespectively ~~the embedded derivative. The fair value of the embedded derivative~~ was determined using the Black Scholes Model with ~~based on~~ the following assumptions:

Dividend yield:		-0-	%
	30-Sept-13			30-Jun-2013
Volatility		291.5	3%
Dividend yield:		-0-	%		-0-	%
Risk free rate:		0.802	%
Volatility		577.76	%		469.97	%
Risk free rate:		0.33	%		0.28	%

13July 2009 and August 2009 Note:

~~The~~From ~~initial~~July ~~fair~~2009 ~~value~~to ofAugust, 2009, the ~~embedded~~Company ~~debt~~issued ~~derivative~~a ofthree note totaling to $12315,~~102~~000 ~~was~~Convertible ~~allocated~~Note asthat matured on July 1, 2010, July 6, 2010 and August 31, 2010. The note bears interest at a ~~debt~~rate ~~discount~~of ~~with~~8% and is convertible into the ~~remainder~~Company’s ~~($7~~common stock at any time at the holder’s option,~~046)~~ ~~charged~~at tothe ~~that~~conversion ~~period~~rate of ~~operations~~80% asof ~~interest~~the ~~expense~~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 ~~described~~derivatives ~~embedded~~as ~~derivative~~of the inception date of ~~$318,158~~the Convertible Note and ~~$20,587at~~to ~~June~~adjust ~~30,~~the ~~2013~~fair ~~and~~value ~~March~~as ~~31,~~of ~~2013~~each ~~and~~subsequent ~~December~~balance 31sheet date. At the inception of the Convertible Note, ~~2012~~the Company determined a fair value of $241,266 ~~respectively~~of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model ~~with~~ based on the following assumptions:

	30-Jun-13			31-Mar-2013
Dividend yield:		-0-	%		-0-	%
Volatility		469.97	%		395.51	%
Risk free rate:		0.28	%		0..25	%

July 2009 and August 2009 Note:

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

~~From~~The ~~July~~initial ~~2009~~fair tovalue ~~August,~~of ~~2009,~~ the ~~Company~~embedded ~~issued~~debt aderivative ~~three~~of ~~note totaling to~~ $~~315~~152,~~000~~484 ~~Convertible~~was ~~Note~~allocated ~~that~~as ~~matured on July 1, 2010, July 6, 2010 and August 31, 2010. The note bears interest at~~ a ~~rate~~debt ofdiscount 8%with ~~and is convertible into~~ the ~~Company’s~~remainder ~~common stock at any time at the holder’s option~~($88,782) atcharged ~~the~~to ~~conversion~~that ~~rate~~period of ~~80%~~operations ofas ~~the~~interest ~~average rate of five preceding the closing date prior to notice of conversion~~expense.

~~The~~During ~~Company identified embedded derivatives related to~~ the ~~Convertible~~year ~~Note~~ended ~~entered~~December ~~into~~31, on2012 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~~20110, the Company ~~determined~~amortized ~~a fair value of~~ $~~241,266~~0 ofto ~~the~~current ~~embedded~~period ~~derivative.~~operations ~~The~~as ~~fair~~amortization ~~value~~ of ~~the~~beneficial ~~embedded~~conversion ~~derivative was determined using the Black Scholes Model based on the following assumptions:~~feature.

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

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 ~~initial~~ fair value of the described embedded ~~debt~~ derivative of $~~152~~160,~~484~~387, ~~was~~$2,731,305 ~~allocated~~and as$177,052 aat ~~debt~~September ~~discount~~30, ~~with~~2013, ~~the~~June ~~remainder~~30, ~~($88~~2013 and March 31,~~782)~~ ~~charged~~2013 towas ~~that~~determined ~~period~~using ofthe ~~operations~~Black asScholes ~~interest~~Model ~~expense.~~with the following assumptions:

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

	30-Sep-13			30-Jun-13
Dividend yield:		-0-	%		-0-	%
Volatility		577.76	%		469.97	%
Risk free rate:		.33	%		.28	%

OnB ~~January~~– ~~22,~~Short-Term ~~2011,~~Notes 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.Payable

The ~~fair~~Company ~~value~~has ofborrowed ~~the~~funds ~~described~~from ~~embedded~~stockholders ~~derivative~~for ofworking $capital 2purposes from time to time. The loans are non-interest bearing,~~731~~ payable on demand and,~~305~~ consequently, reported as current liabilities. The Company has received $39,514 in advances since inception and made repayments of $7,019 ~~177~~in cash,~~052~~ atresulting ~~June~~in ~~30,~~a ~~2013~~payable ~~and~~balance ~~March~~of 31$32,495, ~~2013~~during 2012 the remaining balance was ~~determined~~settled ~~using~~through issuance of common stock and the ~~Black~~ ~~Scholes~~Company ~~Model with~~obtained additional short term loan during the ~~following~~third ~~assumptions:~~quarter of $25,000 bringing the total short loans for September 30, 2013 to $68,302

	30-Jun-13			31-Mar-13
Dividend yield:		-0-	%		-0-	%
Volatility		469.97	%		395.51	%
Risk free rate:		.28	%		.25	%

C – Bonds Payable, Convertible and Secured

14The Company has entered into multiple convertible bond agreements with an investment firm that is also a minority stockholder of the Company.

BThe –convertible ~~Short-Term~~bonds ~~Notes~~were ~~Payable~~listed below:

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.

	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

C*On –August ~~Bonds~~23, ~~Payable~~2010, ~~Convertible~~the Company repaid $241,593 in principal on (A) and ~~Secured~~ $210,000 in principal on (D).

~~The~~In October 2012, the Company ~~has~~retired ~~entered~~its ~~into~~Series ~~multiple~~I ~~convertible~~Preferred ~~bond~~stock, ~~agreements~~by ~~with~~issuing an45,000,000 ~~investment~~shares ~~firm~~of ~~that~~common isstock ~~also~~to aretire ~~minority~~the ~~stockholder~~Series I Preferred in satisfaction of the ~~Company~~remaining bond debt, recording an addition to paid- in-capital of $16,752,000.

The Company through a third-party had entered into an agreement to convert certain debt instruments pursuant to the terms of a convertible ~~bonds~~bond debenture for the purpose of reducing or eliminating the debt to the bond holder. The Company issued free trading shares of appropriately aged debt to eliminate approximately $200,000 of debt held by the bond holder. However, during the year ended December 31, 2012, the Company accounted for shares of its common stock issued to third parties as services rendered and payment of a deposit to acquire an asset. The Company determined the shares of common stock while issued, were ~~listed~~held ~~below:~~by the Company’s sole officer and Director and not issued to the third parties. In addition, during the year ended December 31, 2012 the Company issued and disbursed shares to a holder of its previously issued and outstanding debt in exchange for unpaid principal and interest and accounted for the issuance as a reduction in the unpaid debt. The Company determined shares issued were not delivered to the holder of the debt and accordingly, the debt has not been reduced.

	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

*OnNOTE ~~August~~5 ~~23,~~– ~~2010,~~STOCKHOLDERS’ ~~the Company repaid $241,593 in principal on (A) and $210,000 in principal on (D).~~DEFICIT

InReverse ~~October~~Stock 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.Split

~~NOTE~~On 5January –26, ~~STOCKHOLDERS~~2011, the Company’s ~~DEFICIT~~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.

~~Reverse~~Preferred Stock ~~Split~~

OnThe ~~January 26, 2011, the~~ Company’s ~~Board~~is ofauthorized ~~Directors , pursuant~~ to ~~unanimous~~issue ~~written consent resolutions~~ 200,000,000 ~~authorized and approved a reverse stock split of one for every three hundred (1:300) of our total issued and outstanding~~ shares of ~~common~~Preferred stock, ~~was~~par ~~effectuated~~value onof ~~April 8, 2011~~$0.001 ~~All~~per ~~references in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the above change in the ordinary~~ share ~~structure~~.

15On 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.

~~The~~In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, isholders ~~authorized~~of the Series I Preferred Shares will be entitled to ~~issue~~receive ~~200~~for each share of Preferred Shares,~~000~~ out of the assets of the Company or proceeds available for distribution to our shareholders,~~000~~ ~~shares~~subject to any rights of ~~Preferred~~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, ~~par~~payment ~~value~~of an amount equal to the sum of $(i) the 0$1.~~001~~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.

OnFor ~~June~~purposes ~~30,~~of ~~2009,~~ the ~~Company~~liquidation ~~filed~~rights ~~a Certificate~~ of ~~Designation with~~ the ~~Secretary~~Series ofI ~~State~~Preferred ~~of Nevada~~Shares, ~~whereby~~neither ~~10,200,000~~a ~~shares~~merger or consolidation of the ~~200~~Company with another entity,~~000,000~~ ~~authorized~~including ~~shares~~a ofmerger ~~Preferred~~or ~~stock~~consolidation ~~were~~in ~~designated~~which asthe holders of Series I Preferred ~~Stock~~Shares receive cash, ~~$0.001~~securities ~~par~~or ~~value~~other ~~and~~property ~~having~~for ~~the~~their ~~powers~~shares, ~~designations,~~nor ~~preferences,~~a ~~limitations~~sale, ~~restrictions~~lease ~~and~~or ~~relative~~exchange ~~rights~~of asall ~~set~~or ~~forth~~substantially inall of the ~~Certificate~~Company’s ofassets ~~Designation~~will constitute a liquidation, dissolution or winding up of ~~Series~~the Iaffairs ~~Preferred~~of ~~Stock~~the Company.

~~Holders~~In ofOctober 2012, the ~~Series~~Company Iretired ~~Preferred~~all shares doof ~~not~~Series ~~receive~~I ~~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~~Shares. See ~~Preferred~~Note ~~stock~~4(c) ~~is convertible into common shares at the lowest volume weighted average price of the common shares in the five days preceding conversion.~~above

InIssuance ~~the event~~ of ~~any voluntary or involuntary liquidation~~10, ~~dissolution or winding up of the affairs of the Company~~200,000 ~~holders~~shares 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~~In ~~purposes~~October ~~of the liquidation rights of the Series I Preferred Shares~~2012, ~~neither a merger or consolidation of~~ the Company ~~with~~retired ~~another~~all ~~entity,~~shares ~~including a merger or consolidation in which the holders~~ of ~~Series~~this I Preferred ~~Shares~~Series. ~~receive~~See ~~cash,~~Note ~~securities~~4(c) 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 Companyabove.

~~In October 2012, the Company retired all shares of Series I Preferred Shares. See Note 4(c) above~~15

Issuance of 102,~~200~~363,~~000~~500 shares of Series I Preferred Shares

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

~~Issuance~~Common ~~of 2,363,500 shares of Series I Preferred Shares~~Stock

InThe ~~October~~Company ~~2012,~~is ~~the~~authorized ~~Company~~to ~~retired~~issue ~~all~~1,000,000,000 shares of ~~this~~common ~~Preferred~~stock, ~~Series.~~par ~~See~~value ~~Note~~$.001 ~~4(c)~~per ~~above.~~share

16On January 22, 2011, a previously issued $100,000 Convertible Note was assigned to a Company 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 of Common stock in exchange or settlement of the Note of $100,000 in principal and accrued interest of $12,482.

~~Common~~During ~~Stock~~fiscal year ended December 2012, the Company issued 275,888,257 shares of its common stock for services, debt reduction, and acquisition expenses and to retire the preferred shares. The Company is holding 126,069,070 shares in escrow for services pending performance. The outstanding shares of its common stock are 152,819,187. The company currently has no preferred shares issued and outstanding.

~~The~~During ~~Company~~the isquarter ~~authorized~~ended toJune ~~issue~~30, 12013,~~000~~ the Company issued 2,~~000~~550,000 shares of common stock, ~~par~~of ~~value~~which 1,000,000 were issued pursuant to the terms of the convertible note with a related party. The Company reported the beneficial conversion as additional paid-in capital of $11,000.~~001~~ ~~per~~The ~~share~~balance of 1,550,000 shares of common stock issued were for services.

~~On January 22, 2011, a previously issued $100,000 Convertible Note was assigned to a Company shareholder at the $0.001 of conversion price.~~ The Company ~~recorded~~issued ~~$582,973~~no asshares ~~loss on change in term~~ of ~~note.~~common ~~On the same date the Company issued 333,333 of Common~~ stock infor ~~exchange or settlement of~~ the ~~Note~~period ofending ~~$100,000~~September ~~in principal and accrued interest of $12~~30,~~482.~~ 2013

During fiscal year ended December 2012, the Company issued 275,888,257 shares of its common stock for services, debt reduction, and acquisition expenses and to retire the preferred shares. The Company is holding 126,069,070 shares in escrow for services pending performance. The outstanding shares of its common stock are 152,819,187. The company currently has no preferred shares issued and outstanding.Warrants

~~During~~A ~~the~~summary ~~quarter ended June 30, 2013, the Company issued 2,550,000 shares~~ of ~~common stock, of which 1,000,000 were issued pursuant to~~ the ~~terms~~changes ofin ~~the~~outstanding ~~convertible~~warrants ~~note~~is ~~with a related party. The Company reported the beneficial conversion~~ as ~~additional paid-in capital of $11,000~~follows. ~~The balance of 1,550,000 shares of common stock issued were for services.~~

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

ANOTE ~~summary~~6 – ofOTHER ~~the~~MATERIAL ~~changes in outstanding warrants is as follows.~~CONTRACTS

~~As of December 31, 2012, the Company issued 2,740,300 common shares in full settlement of the warrant agreement~~None.

NOTE 67 – -GOING ~~OTHER MATERIAL CONTRACTS~~CONCERN

~~During~~The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the ~~last~~United ~~quarter~~States of ~~2012~~America, which contemplate continuation of the ~~Board~~Company as a going concern. The Company has a recurring net losses, and total deficit accumulated including during pre-exploration stage is $(12,344,011) and a deficit of ~~Directors~~$(50,270,898) ~~approved~~accumulated during the ~~acquisition~~nine months ended Sept. 30, 2013. The Company has working capital deficit of ~~two~~(current liabilities minus current assets) $(23,591,657) ~~mining~~at ~~entities~~Sept. ~~but~~30, as2013 and December 31, 2012 of $(3,543,165). Additionally, current economic conditions in the ~~date~~United ofStates ~~these~~and ~~financial~~globally ~~statements~~create ~~they~~significant ~~have~~problems ~~yet~~attaining sufficient funding. Accordingly, management has encountered significant difficulties in obtaining financing. These items raise substantial doubt about the Company’s ability to ~~enter~~continue ~~into~~as a ~~definitive~~going ~~agreement~~concern. ofIn ~~plan~~view of ~~acquisition~~these ormatters, ~~merger.~~realization As of the ~~date~~assets of ~~this~~the ~~report~~Company is dependent upon the Company’s ~~has~~ability to meet its financial requirements through equity financing, borrowing, and the success of future operations. These consolidated financial statements do not ~~entered~~include ~~into~~adjustments arelating ~~definitive~~to ~~agreement~~the recoverability and classification of ~~plan~~recorded asset amounts and classification of ~~acquisition~~liabilities orthat ~~merger~~might be necessary should the Company be unable to continue in existence.

~~NOTE 7- GOING CONCERN~~16

~~The~~NOTE 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 deficit of $(12,809,655) accumulated during the six months ended June 30, 2013. The Company has working capital deficit of (current liabilities minus current assets) $(8~~,244,609)~~ at– ~~June~~CORRECTION ~~30,,~~OF ~~2013~~PRIOR ~~and~~YEAR ~~December~~ACCOUNTING 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.ERROR

17The 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:

NOTE 8 – CORRECTION OF PRIOR YEAR ACCOUNTING ERROR

				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	)

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:17

				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	)

The Company through a third-party had entered into an agreement to convert certain debt instruments pursuant to the terms of a convertible bond debenture for the purpose of reducing or eliminating the debt to the bond holder. The Company issued free trading shares of appropriately aged debt to eliminate approximately $200,000 of debt held by the bond holder. However, during the year ended December 31, 2012, the Company accounted for shares of its common stock issued to third parties as services rendered and payment of a deposit to acquire an asset. The Company determined the shares of common stock while issued, were held by the Company’s sole officer and Director and not issued to the third parties. In addition, during the year ended December 31, 2012 the Company issued and disbursed shares to a holder of its previously issued and outstanding debt in exchange for unpaid principal and interest and accounted for the issuance as a reduction in the unpaid debt. The Company determined shares issued were not delivered to the holder of the debt and accordingly, the debt has not been reduced.

18The unaudited financial statements contained herein reflect the above described issue. The Company has retained its independent auditor to review the financial statements for year ending 2012 and the current periods reflecting this correction.

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:~~18

			Fair Value Measurements at December 31, 2012 using:
	June 30, 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	$	7,136,057		-		-	$	7,136,057
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:

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

			Fair Value Measurements at December 31, 2012 using:
	Sept. 30, 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	$	2,250,646	-	-	$	2,250,646
Preferred stock derivative liabilities	$	0			$	0

	Debt Derivative Liability
Balance March 31, 2032	$	505,275
Mark-to-market at June 30, 2013
Embedded debt derivatives		6,630,732
Balance, March 31, 2013	$	7,136,057
Net gain (loss) on derivatives realized and unrealized for the period included in earnings relating to the liabilities held at June 30, 2013	$	(6,630,732)

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 June, 2013	$	7,136,057
Mark-to-market at June 30, 2013
- Embedded debt derivatives		(4,885,411	)

Balance, September 30, 2013	$	2,250,646

Net gain (loss) on derivatives realized and unrealized for the period included in earnings relating to the liabilities held at September 30, 2013	$	4,885,411

~~FORWARD LOOKING STATEMENTS~~19

~~Except~~FORWARD ~~for~~LOOKING 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.STATEMENTS

~~The~~Except ~~United~~for ~~States~~statements of historical fact, certain information contained herein constitutes “forward-looking statements” within the meaning of the Private Securities ~~and~~Litigation ~~Exchange~~Reform ~~Commission~~Act ~~permits~~of U1995.S. ~~mining~~Forward-looking ~~companies~~statements are usually identified by our use of certain terminology, inincluding ~~their~~“will,” ~~filings~~“believes,” ~~with~~“may,” ~~the~~“expects,” ~~SEC~~“should,” to“seeks,” ~~disclose~~“anticipates,” ~~only~~or ~~those~~“intends,” ~~mineral~~or ~~deposits~~by ~~that~~discussions aof ~~company~~strategy ~~can~~or ~~economically~~intentions. Such forward-looking statements involve known and ~~legally~~unknown ~~extract~~risks, uncertainties and other factors which may cause our actual results or ~~produce~~achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. ~~The~~Such ~~Company~~factors isinclude, anamong 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; ~~stage~~environmental ~~company~~liability claims and ~~its~~insurance; ~~properties~~dependence ~~have~~on noconsultants ~~known~~and ~~body~~third parties as well as those factors discussed in the sections entitled “ Risk Factors ,” “ Business ,” and “ Management’s Discussion and Analysis of ~~ore~~Financial Condition and Results of Operations .” UIf 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.S 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 ~~assume~~place ~~that~~undue ~~the~~reliance ~~Company~~on ~~has~~such ~~any~~forward-looking ~~mineralization~~statements. ~~that~~We isdo ~~economically~~not orassume ~~legally~~responsibility ~~mineable~~for the accuracy and completeness of these statements.

~~All~~The ~~references~~United inStates ~~this~~Securities ~~Quarterly~~and ~~Report~~Exchange onCommission ~~Form~~permits ~~10-Q~~U.S. tomining ~~the~~companies, ~~terms~~in ~~“we,”~~their ~~“our,”~~filings ~~“us,”~~with ~~“TTXP~~the SEC,” to disclose only those mineral deposits that a company can economically and ~~the~~legally “extract or produce. The Company” ~~refer~~is an exploration stage company and its properties have no known body of ore. U.S. investors are cautioned not to ~~Trilliant~~assume ~~Exploration~~that ~~Corporation~~the Company has any mineralization that is economically or legally mineable.

~~ITEM~~All 2.references ~~MANAGEMENT'S~~in ~~DISCUSSION~~this ~~AND~~Quarterly ~~ANALYSIS~~Report OFon ~~FINANCIAL~~Form ~~CONDITION~~10-Q ~~AND~~to ~~RESULTS~~the OFterms ~~OPERATIONS~~“we,” “our,” “us,” “TTXP,” and the “Company” refer to Trilliant Exploration Corporation.

~~Trilliant~~ITEM ~~Exploration Corporation was incorporated under the laws of the State of Nevada on December 29, 2003 under the name Project Development Pacific Inc~~2. WeMANAGEMENT'S ~~were~~DISCUSSION ~~previously~~AND ~~engaged~~ANALYSIS inOF ~~the~~FINANCIAL ~~business~~CONDITION ofAND ~~assisting~~RESULTS ~~Canadian~~OF 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.OPERATIONS

~~SUMMARY~~Trilliant OFExploration ~~SIGNIFICANT~~Corporation ~~ACCOUNTING~~was ~~POLICIES~~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.

~~Pre-Exploration~~SUMMARY ~~Stage~~OF ~~Company~~SIGNIFICANT ACCOUNTING POLICIES

~~The Company is considered to be in the pre~~Pre-~~exploration~~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~~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 ~~Estimates~~its efforts to the execution of its business plan.

~~The~~Use ~~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.Estimates

20The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates that may change in the near future include value of goodwill, impairment of long-lived assets acquired, and value of investments.

~~Cash and Cash Equivalents~~20

Cash and ~~cash~~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 $87 and $60 in cash and cash equivalents as of June 30, 2013 and March 31, 2013, respectively.Equivalents

~~Revenue~~Cash ~~Recognition~~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 $24,369 and $87 in cash and cash equivalents as of September 30, 2013 and June 30, 2013, respectively.

~~The~~Revenue 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.Recognition

~~Mineral~~The ~~Acquisition~~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 ~~Exploration~~collectability ~~Costs~~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.

Mineral ~~property~~Acquisition ~~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~~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, ~~Plant~~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 ~~Equipment~~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 ~~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~~Plant, and equipment were disposed of and any gains and losses on the disposal are included in discontinued operations as disclosed in Note 10. As of September 30, 2012, the Company held no property, plant or equipment.Equipment

~~Net~~Property ~~Income~~and orequipment ~~(Loss)~~are ~~Per~~stated ~~Share~~at cost. Depreciation and amortization are determined using the straight-line method over estimated useful lives of ~~Common~~the ~~Stock~~assets. All property, plant, and equipment were disposed of and any gains and losses on the disposal are included in discontinued operations as disclosed in Note 10. As of September 30, 2013, the Company held no property, plant or equipment.

~~Basic~~Net ~~and~~Income ~~diluted~~or 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”~~Loss). ~~For~~Per ~~the~~Share ~~three month period the weighted average number~~ of ~~shares~~Common ~~issued and outstanding is 152,819,187 for the period ended March 31, 2013 and 39,405,131 for the period ended December 31, 2012.~~Stock

~~Goodwill~~Basic and ~~Other~~diluted ~~Intangibles~~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 191,446,144 for the period ended Sept. 30, 2013 and 39,405,131 for the period ended December 31, 2012.

~~As of June 30, 2013, the Company held no Goodwill. The Company possesses no other intangible assets.~~21

21Goodwill and Other Intangibles

~~Recently~~As ~~Issued~~of ~~Accounting~~September ~~Pronouncements~~30, 2013, the Company held no Goodwill. The Company possesses no other intangible assets.

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

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

InIncome ~~accordance~~taxes ~~with~~are ~~740-10,~~accounted for under the ~~Company~~asset ~~recognizes~~and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement ~~benefit~~carrying amounts of aexisting assets and liabilities and their respective tax ~~position~~bases, ~~only~~and ~~after~~operating ~~determining~~loss ~~that~~and ~~the~~tax ~~relevant~~credit carry forwards. Deferred tax ~~authority~~assets ~~would~~and ~~more~~liabilities ~~likely~~are ~~than~~measured ~~not~~using ~~sustain~~enacted tax rates expected to apply to taxable income in the ~~position~~years ~~following~~in anwhich ~~audit~~those temporary differences are expected to be recovered or settled. ~~For~~The effect on deferred tax ~~positions~~assets ~~meeting~~and ~~this~~liabilities ~~standard,~~of ~~the~~a ~~amount~~change in tax rates is recognized in operations in the ~~financial~~period ~~statements~~enacted. A valuation allowance is ~~the~~provided ~~largest~~when ~~benefit~~it is more likely than not that ~~has~~a portion or all of a ~~greater~~deferred ~~than~~tax 50asset ~~percent~~will ~~likelihood~~not be realized. The ultimate realization of ~~being~~deferred ~~realized~~tax assets is dependent upon ~~ultimate~~the ~~settlement~~generation ~~with~~of future taxable income and the ~~relevant~~reversal of deferred tax ~~authority~~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.

~~Derivative~~In ~~Liabilities~~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.

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.Liabilities

~~Accounting~~The ~~Standards~~Company ~~Codification~~accounts ~~subtopic~~for ~~815-40,~~its ~~Derivatives~~embedded ~~and~~conversion ~~Hedging;~~features ~~Contracts~~ in ~~Entity’s~~its ~~own~~convertible ~~Equity~~debentures (“in accordance ASC 815-~~40”)~~10, ~~became~~"Derivatives ~~effective for the Company. The Company ’ s Convertible Preferred Stock~~ and ~~Convertible~~Hedging", ~~debt~~which ~~has~~requires ~~certain~~a ~~provisions~~periodic ~~that~~valuation ~~require the Company to change conversion price~~ of ~~the~~their ~~Convertible~~fair ~~debt~~value and ~~Convertible~~a ~~Preferred~~corresponding ~~Stock~~recognition ~~based~~of onliabilities ~~the~~associated ~~discounted~~with ~~market~~such ~~value. Upon the effective date~~derivatives, ~~the~~and ~~provisions of~~ ASC 815-40, ~~required~~“Contracts ain ~~reclassification~~Entity’s toOwn ~~liability~~Equity”. ~~based~~The onrecognition ~~the reset feature~~ of ~~the~~derivative ~~agreements.~~liabilities ~~Therefore,~~related into ~~accordance with ASC 815-40,~~ the ~~Company~~issuance ~~determined the fair value~~ of ~~the~~convertible ~~initial~~debt ~~reset~~is ~~provision~~applied onfirst ~~preferred~~to ~~stock and convertible debt using~~ the ~~Black-Scholes~~proceeds ~~formula~~of ~~assuming~~such noissuance ~~dividends,~~as a ~~risk-free~~debt ~~interest rate of 0.68%-0.85%~~discount, ~~expected~~at ~~volatility~~the date of ~~155.49%-214.23%~~issuance, and ~~expected~~the ~~life~~excess of 1derivative ~~and~~liabilities 5over ~~years. The net value of~~ the ~~reset~~proceeds ~~provision~~is atrecognized ~~the~~as ~~date~~“Loss ofon ~~adoption~~Valuation of ~~ASC~~Derivative” ~~815-40~~in ~~was~~other ~~recorded~~expense asin ~~a derivative liability on~~ the ~~balance~~accompanying ~~sheet~~financial ~~and a reduction to convertible redeemable preferred stock and convertible debt~~statements. ~~Changes~~Any insubsequent ~~fair~~increase ~~value are recorded as non-operating, non-cash income~~ or ~~expense~~decrease atin ~~each~~the ~~reporting date. The~~ fair value of the ~~preferred~~derivative ~~stock~~liabilities ~~and~~is ~~convertible~~recognized ~~debt~~as ~~June~~“Other ~~30,~~expense” ~~2013~~or ~~was~~“Other ~~determined~~income”, ~~using the Black Scholes Option Pricing Model with the following assumptions:~~respectively.

~~Dividend~~Accounting ~~yield:~~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 June 30, 2013 was determined using the Black Scholes Option Pricing Model with the following assumptions:

~~Volatility 469.97%~~22

Risk free rate: 0.28%

Dividend yield:	0		0%%
Volatility		577.76	%
Risk free rate:		0.33	%

The change in fair value of the convertible debt derivative liability resulted in a current period non-operating ~~loss~~gain to operations of $64,~~630~~885,~~782~~411.

22Fair Value of Instruments

~~Fair~~Accounting ~~Value~~Standards ofCodification 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 ~~825~~820-10, ~~Financial~~Fair ~~Instruments~~Value Measurements and Disclosures (“ASC ~~825~~820-10”) ~~requires disclosure of the fair value of certain financial instruments. The carrying value of cash~~ and ~~cash~~Accounting ~~equivalents,~~Standards ~~accounts~~Codification ~~payable~~subtopic ~~and accrued liabilities, and short~~825-~~term borrowings~~10, asFinancial ~~reflected~~Instruments in(“ASC ~~the balance sheets~~825-10”), ~~approximate~~which ~~fair~~permits ~~value~~entities ~~because~~to ofchoose ~~the~~to ~~short-term~~measure ~~maturity~~many offinancial ~~these~~ instruments. ~~All other significant financial assets, financial liabilities~~ and ~~equity~~certain ~~instruments of the Company are either recognized or disclosed in the financial statements together with~~ other ~~information~~items ~~relevant~~at ~~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 valueReclassification

~~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.

~~Certain~~Currency ~~reclassifications~~Risk ~~have~~and ~~been~~Foreign ~~made~~Currency ~~to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.~~Translations

~~Currency~~The ~~Risk~~functional ~~and~~currency ~~Foreign~~of ~~Currency~~the ~~Translations~~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.

~~The~~CURRENT ~~functional~~BUSINESS 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.OPERATIONS

~~CURRENT~~We ~~BUSINESS~~are ~~OPERATIONS~~engaged in the evaluation, acquisition, exploration and advancement of mining projects. As of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations. Through fiscal 2012, funding to acquire and explore alternative mining, gold and copper properties and for operational purposes was acquired through private financings.

We are engaged in the evaluation, acquisition, exploration and advancement of mining projects. As of the date of this Quarterly Report, we are devoting substantially all of our efforts to the execution of our business operations. Through fiscal 2012, funding to acquire and explore alternative mining, gold and copper properties and for operational purposes was acquired through private financings.23

RESULTS OF OPERATION

~~Six~~Nine Month Period Ended ~~June~~September 30, 2013 Compared to the Year Ended December 31, 2012

Our net ~~gain~~loss for the ~~six~~nine months period ended ~~June~~September 30, 2013 was $(61,~~781~~913,~~909~~410) compared to a net loss of $(3942,~~863~~317,~~640~~833) during the period ended December 31, 2012, a change of $ 3340,~~081~~400,~~731~~423. During the ~~six~~nine month period ended ~~June~~September 30, 2013 and December 2012, we did not generate any revenue from continuing operations.

During the ~~six~~three month period ended ~~June~~September 30, 2013, we incurred operating expenses of $~~170~~11,~~086~~121 compared to $8156,~~031,052~~206 incurred during the three month period ended ~~December~~June 3130, ~~2012~~2013, a decrease of $7144,~~860,966,~~905. The decrease in operating expenses incurred during the three month period ended ~~June~~Sept. 3330, 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 ~~June~~Sept. 30, 2013 of $ (64,~~603~~946,~~085),~~418 from unrealized and realized ~~loss~~gain on derivative liabilities.

For the nine months ended September 30, 2013, the Company incurred an operating loss of $(181,207) and other income (expense) of $(1,736,016). Therefore, this resulted in a net ~~income~~loss applicable to common shares during the ~~six~~nine month period ended ~~June~~September 30, 2013 of $(61,~~781~~914,~~909~~410).

23LIQUIDITY AND CAPITAL RESOURCES

~~LIQUIDITY~~Six ~~AND~~Month ~~CAPITAL~~Period ~~RESOURCES~~Ended September 30, 2013

~~Six~~As ~~Month~~of ~~Period~~September ~~Ended June~~30, 2013, our current assets and total assets were $24,369 in cash. Our current liabilities were $3,616,026 which resulted in a working capital deficit of $3,591,657. As of Sept. 30, 2013, liabilities were primarily comprised of: (i) $299,331 in accounts payable; (ii) $585,495 in convertible notes payable; and, (iii) $ $1,052,491 of accrued interest payable. The increase in liabilities during the nine month period ended September 30, 2013 from fiscal year ended December 31, 2012 was primarily due to the increase in the derivative liability associated with the convertible note and the significantly lower conversion price.

AsStockholders’ ~~of June 30, 2013, our current assets and total assets were $87 in cash. Our current liabilities were $1,108,639, which resulted in a working capital~~ deficit ofincreased ~~$1,108,552.~~from ~~As of June 30~~4,103,983 ~~2013,~~for ~~liabilities~~fiscal ~~were~~year ~~primarily~~ended ~~comprised~~December ~~of: (i) $298~~31,~~606~~ in2012 ~~accounts~~to ~~payable; (ii)~~ $~~585~~5,~~495 in convertible notes payable; and~~842,303 ~~(iii)~~for ~~$ $181,236 of accrued interest payable. The increase in liabilities during~~ the ~~six~~nine month period ended ~~June~~Sept. 30, 2013 ~~from fiscal year ended December 31, 2012 was primarily due to the increase in the derivative liability associated with the convertible note and the significantly lower conversion price.~~

~~Stockholders’~~Cash ~~deficit~~Flows ~~increased~~ from ~~$1,649,790~~Operating ~~for fiscal year ended December 31, 2012 to $8,244,609 for the six month period ended June 30, 2013~~Activities

~~Cash~~We ~~Flows~~have not generated positive cash flows from ~~Operating~~operating ~~Activities~~activities. For the nine month period ended Sept 30, 2013, net cash flows used in or provided by operating activities was $(3,843).

WeCash ~~have~~Flows ~~not generated positive cash flows~~ from ~~operating~~Investing ~~activities. For the six month period ended June, 2013, no net cash flows used in or provided by operating activities.~~Activities

~~Cash~~We ~~Flows~~did ~~from~~not ~~Investing~~engage ~~Activities~~in any investing activities during the nine month period ended Sept. 30, 2013.

WeCash ~~did~~Flows ~~not~~from ~~engage~~Financing ~~in any investing activities during the six month period ended June 30, 2013.~~Activities

~~Cash~~For ~~Flows~~the nine month period ended Sept. 30, 2013, there were $25,000 net cash flows provided from ~~Financing~~financing ~~Activities~~activities.

~~For the six month period ended June 30, 2013, there were $137,976 net cash flows provided from financing activities.~~24

PLAN OF OPERATION AND FUNDING

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported a net loss from operations of $61,~~781~~193,~~909~~410 for the ~~six~~nine month period ended ~~June~~September 30, 2013, a total shareholders’ deficit of $ 85,~~244~~842,~~609~~203 and total current liabilities in excess of current assets of $13,~~108~~591,~~639~~657 as of ~~June~~September 30, 2013.

The Company is in the pre-exploratory stage and does not have any revenues from operations and will be dependent on funds raise 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.

Management 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.

24MATERIAL COMMITMENTS

~~MATERIAL~~As ~~COMMITMENTS~~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).

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 Notes Payable		585,495		585,495
Total	$	585,495	$	585,495	$	—	$	—	$	—

Contractual Obligations	Total		Less than one year		1 – 3 Years		3 – 5 Years		More than 5 Years
Convertible Notes Payable		585,495		585,495
Total	$	585,495	$	585,495	$	—	$	—	$	—

OFF-BALANCE SHEET ARRANGEMENTS

~~OFF~~As of the date of this Quarterly Report, we do not have any off-~~BALANCE~~balance ~~SHEET~~sheet ~~ARRANGEMENTS~~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.

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. 25

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 ~~June~~September 30, 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

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

As of ~~June~~September 30, 2013, 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 ~~June~~Sept. 30, 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.

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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

~~ITEM 5. OTHER INFORMATION~~28

~~None~~ITEM 5. OTHER INFORMATION

27None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

Exhibit Number		Description
Exhibit 99.1		Form 8 k filed October 3, 2013
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.

2829

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: August 15, 2013	By:	/s/ Eric Radtke
Dated: October 25, 2013	By:	/s/ Erick Radtke
		Eric Radtke
		Erick Radtke, President/Chief
		President/Chief Executive Officer
		Executive Officer
Dated: August 15, 2013	By:	/s/ Eric Radtke
Dated: October 25, 2013	By:	/s/ Erick Radtke
		Eric Radtke
		Eric Radtke, Chief Financial Officer
		Chief Financial Officer

29 30

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