UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE YEAR ENDED SEPTEMBER 30, ~~2013~~2014

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

For the transition period from ~~____to _____~~________ to ________

Commission file number 333-178472

TRIO RESOURCES, ~~INC. (FORMERLY ALLIED~~ ~~TECHNOLOGIES GROUP,~~ INC.)

(Exact name of registrant as specified in its charter)

Nevada		99-0369568
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

(Address, including zip code, Telephone and Facsimile Number including area code, of Registrant ’s Principal Executive Offices)

100 King Street West,

Suite 5600

Toronto, ON M5X 1C9

Telephone +~~416~~905-~~409~~366-~~2802~~7301

(Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Act:

None

Securities registered under Section 12(g) of the Act:

~~None~~Common stock, par value $0.001 per share

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

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [ ] NO [X]

~~YES~~Indicate by ~~¨ NO~~check xmark 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~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted electronically~~filers ~~and~~pursuant ~~posted~~to onItem ~~its~~405 ~~corporate~~of ~~Web~~Regulation ~~site,~~S-K if(§ ~~any,~~229.405 ~~every~~of ~~Interactive~~this ~~Data~~chapter) ~~File~~is ~~required~~not contained toherein, beand ~~submitted~~will ~~and~~not ~~posted~~be ~~pursuant~~ contained, to ~~Rule~~the ~~405~~best of ~~Regulation~~registrant’s ~~S-T~~knowledge, (§in ~~232.405~~definitive ofproxy ~~this~~or ~~chapter)~~information ~~during~~statements incorporated ~~the~~by ~~preceding~~reference 12in ~~months~~Part ~~(or~~III ~~for~~of ~~such~~this ~~shorter~~Form ~~period~~10-K ~~that the~~or ~~registrant~~any ~~was~~amendment ~~required~~ to ~~submit~~this ~~and~~Form ~~post such files)~~10-K. [ ]

Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer ¨[ ]

Accelerated filer ¨[ ]

Non-accelerated filer ¨[ ]

Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~¨ No~~[ ] xNo [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

$~~120~~3,~~150~~391,~~000~~ 625 as of March 2931, ~~2013~~2014.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of ~~December 30~~January 13, ~~2013~~2015, the registrant has ~~338~~369,~~650~~353,~~000~~231 shares of Common Stock issued and outstanding.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	~~BUSINESS~~	4	5
ITEM 1A.	RISK FACTORS	~~RISK FACTORS~~	9	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	~~UNRESOLVED STAFF COMMENTS~~	18	20
ITEM 2.	PROPERTIES	~~PROPERTIES~~	18	20
ITEM 3.	LEGAL PROCEEDINGS	~~LEGAL PROCEEDINGS~~	19	21
ITEM 4.	MINE SAFETY DISCLOSURES	~~MINE SAFTETY DISCLOSURES~~	19	21
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~	20	22
ITEM 6.	SELECTED FINANCIAL DATA	~~SELECTED FINANCIAL DATA~~	21	23
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~	21	23
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	23	24
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	~~CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~	24	28
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~	25	48
ITEM 9A.	CONTROLS AND PROCEDURES	~~CONTROLS AND PROCEDURES~~	25	48
ITEM 9B.	OTHER INFORMATION	~~OTHER INFORMATION~~	25	48
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~	26	49
ITEM 11.	EXECUTIVE COMPENSATION	~~EXECUTIVE COMPENSATION~~	27	50
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND RELATED STOCKHOLDER MATTERS~~	27	50
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~	28	51
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	~~PRINCIPAL ACCOUNTING FEES AND SERVICES~~	28	51
ITEM 15.	EXHIBITS	~~EXHIBITS~~	28	52
SIGNATURES			29	53

Page | 2

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. Our consolidated financial statements are stated in United States dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

CAUTIONARY NOTES TO U.S. INVESTORS CONCERNING ESTIMATES

We operate as an exploration company in the province of Ontario, Canada. Our activities have been limited to acquiring our initial land holdings and mineral claims, and our initial equipment and fixed assets, with a view to implementing our plans to begin small-scale processing and monetization of our existing above-ground mineralized material. The property that we have acquired is without known reserves, we currently undertake no mining operations and our proposed program is exploratory in nature. We have not obtained a “final” or “bankable” feasibility study (as defined under the SEC’s Industry Guide 7 (“Guide 7”)) nor a technical report under Canada’s National Instrument 43-101 (“NI 43-101”). Under Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three year history average price must be used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. We report on quantities and qualities of certain mineralized materials and concentrates. These are not terms defined or recognized under United States standards, including Guide 7, or NI 43-101. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Investors are cautioned not to assume that all or any part of the Company’s mineralized materials will ever be upgraded to a higher or recognized category. The information contained in this report containing descriptions of our mineralized materials may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of United States federal securities laws and the rules and regulations thereunder.

Page | 3

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” the “Company,” or “Trio Resources” are the combined business of Trio Resources, Inc. and its consolidated subsidiary, TrioResources AG Inc.

In addition, unless the context otherwise requires and for the purposes of this report only:

● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; ● “SEC” refers to the United States Securities and Exchange Commission; ● “Securities Act” refers to the Securities Act of 1933, as amended;

● “SEC” refers to the United States Securities and Exchange Commission;

● “Securities Act” refers to the Securities Act of 1933, as amended;

PART I

ITEM 1. BUSINESS.

a)	Overview of the business

Trio Resources, Inc. (“Trio Resources”), formerly Allied Technologies Group, Inc. (“Allied”) was incorporated in the state of Nevada on September 22, 2011. As a result of the Share Exchange, effective December 14, 2012, TrioResources AG Inc. became Trio’s wholly owned subsidiary. The Share Exchange was accounted for as a recapitalization, wherein TrioResources AG Inc. is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Trio Resources have been brought forward at their book value and no goodwill has been recognized.

Trio Resources, Inc. and its subsidiary (“the “Company”) is a Canadian exploration stage and small-scale processing company focused on developing the current mineral potential of historically rich mining regions. Our operations have been limited to acquiring our initial land holdings and patented claims and our initial milling and mining assets to allow us to begin to implement our plan to start small scale concentration of existing above ground mineral resources.

We are an exploration stage company and have not generated significant revenues to date. We are in the initial stages of developing our mineral properties, have very limited cash resources and are in need of substantial additional capital to execute our business plan. These conditions have raised substantial doubt about our ability to continue as a going concern.

The Company owns 100% of the 94-acre Duncan Kerr property located near the town of Cobalt, Ontario. Exploration to date has identified several areas of interest on the property, where geology is believed to be favorable for silver mineralization. Trio supports its development efforts through financing arrangements as described below and through revenue generated by processing stockpiles of mineralized ore in the Company’s on-site mill – a capability that is typical for a junior exploration company. The Duncan Kerr property hosts 1.3 million tons of above ground mineralized inventory (concentrate, crushed ore, muck piles, etc.) which Trio has begun processing for its residual mineral content per report from Crystal Research Associates.

Trio is organized to hold assets in the mining industry, targeting older mining camps with residual value. Trio’s intention is to conduct an extensive exploration program, in conjunction with milling initiatives to monetize the existing above-ground mineralized material on-site, with the purpose of being cash-flow positive primarily through milling and marketing mineralized material and concentrate to refiners, as well as producing precious metals and other valuable minerals. Trio’s business plan is currently focused on monetizing existing assets and beginning exploration on its existing property. Specifically, Trio plans to monetize its existing above-ground assets by way of: (i) selling our bulk concentrate to refiners as-is (without requiring further processing on the part of the Company); (ii) further processing our concentrate via gravitational separation in order to yield a higher concentrate material which we would market (as ready for smelting) to a broader range of refiners than with option (i); and (iii) millings our additional mineralized material to be marketable via options (i) or (ii). To date, we have commenced marketing our bulk-concentrate material via option (i), through selling it to a refiner, as-is. Subject to availability of additional financing and/or revenues generated through our mill operations, we plan to commence an exploration program in the third quarter of fiscal ~~2014~~2015.

TrioResources AG Inc. ("“Trio Resources AG"” or "“Trio"”) was founded on May 16, 2012 by Jeffrey Duncan Reid, the current chief executive officer and chairman of the board of directors of the Company. Since its inception, TrioResources AG completed a limited exploration initiative of its main property which consisted of a small drilling program of 5 AQ size drill holes. The deepest drill hole was 187 feet and the shallowest was 122 feet. The targeted area was determined based on historic magnetic resonance data acquired from the previous owner of the ~~property.~~ The various cores were assayed by independent third parties, and demonstrated a best result of 240 oz of silver per ton at a depth of 124 feet, based on an assay performed by Activation Laboratories Ltd., an independent specialist analytical firm whose laboratories involved are accredited for ISO/IEC17025:2005 (including and ISO 9001) by Standards Council of Canada, on September 5, 2012. TrioResources AG only assayed core samples which demonstrated mineralization and had the assays performed by Activation Laboratories Ltd. In addition to this exploration initiative, and as described further below, in September, 2012, TrioResources AG commenced a small milling operation to process the above-ground mineralized material already on the property. ~~Subject to financing, TrioResources AG plans to acquire additional historical mining properties which were previously known to be rich in mineralized material, and which have development potential.~~

5Page | 4

OnThe various ~~May~~cores ~~17,~~were ~~2012,~~assayed ~~TrioResources~~by AGindependent ~~Inc.~~third ~~entered~~parties, ~~into~~and demonstrated a ~~Consultant Services~~best ~~Agreement~~result ~~with~~of ~~Seagel~~240 ~~Investment~~oz ~~Corp.~~of ~~for~~silver ~~certain~~per ~~consulting~~ton ~~services~~at ~~in connection with~~ a ~~public~~depth of ~~listing~~124 ~~for~~feet, ~~TrioResources AG.~~based ~~The~~on ~~consulting~~an ~~services~~assay ~~provided~~performed by ~~Seagel~~Activation ~~Investment~~Laboratories ~~Corp~~Ltd., toan ~~Trio~~independent ~~included~~specialist ~~assistance~~analytical infirm ~~the~~whose ~~incorporation of TrioResources~~laboratories ~~AG,~~involved ~~investor~~are ~~relations~~accredited ~~with~~for ~~the~~ISO/IEC17025:2005 ~~investment~~(including ~~community,~~and ~~assistance~~ISO in9001) ~~identifying~~by ~~public~~Standards ~~relations~~Council ~~and~~of ~~other consulting firms~~Canada, ~~assistance in~~on ~~corporate~~September ~~marketing~~5, ~~assistance~~2012. inTrioResources AG ~~preparing~~only ~~press~~assayed ~~releases~~core ~~and~~samples ~~other~~which ~~corporate~~demonstrated ~~communications~~mineralization and ~~other~~had ~~services~~the asassays ~~may~~performed ~~be required~~ by ~~Trio.~~Activation AsLaboratories ~~consideration~~Ltd. ~~for~~In addition ~~these consulting services TrioResources AG agreed~~ to ~~pay~~this ~~Seagel~~exploration ~~Investment Corp. a fee equal to $20~~initiative,~~000~~ ~~per month~~ and ~~common~~as ~~stock~~described ~~equal~~further tobelow, 5%in ofSeptember, ~~the~~2012, ~~total~~TrioResources ~~number~~AG ofcommenced ~~shares~~a ~~outstanding~~small milling ~~after~~operation ~~the~~to ~~closing~~process of the ~~‘going public’~~above-ground ~~transaction.~~mineralized ~~For~~material ~~the~~already ~~purposes~~on of the ~~Seagel Investment Corp~~property. ~~agreement~~Subject ~~‘going~~to ~~public’~~financing, ~~meant any method~~TrioResources orAG ~~transaction~~plans ~~whereby~~to ~~the~~acquire ~~business~~additional ofhistorical ~~TrioResources~~mining AGproperties ~~became~~which ~~public~~were bypreviously ~~way~~known ofto ~~stock~~be ~~exchange~~rich ~~listing~~in ofmineralized ~~its~~material, ~~common~~and which ~~shares~~have ~~or reverse~~development ~~merger~~potential.

On May 17, 2012, TrioResources AG ~~purchased~~Inc. ~~its~~entered ~~mining~~into ~~claims~~a Consultant Services Agreement with Seagel Investment Corp. for certain consulting ~~and~~services ~~equipment~~in ~~from~~connection ~~2023682~~with ~~Ontario~~a ~~Inc~~public listing for TrioResources AG. ~~DBA~~The ~~Canamet~~consulting ~~Resources~~services provided by Seagel Investment Corp. to Trio included assistance in the incorporation of TrioResources AG, aninvestor ~~entity~~relations ~~which~~with isthe ~~controlled~~investment community, assistance in identifying public relations and other consulting firms, assistance in corporate marketing, assistance in preparing press releases and other corporate communications and other services as may be required by MrTrio. ~~Reid~~As consideration for these consulting services TrioResources AG agreed to pay Seagel Investment Corp. a fee equal to $20,000 per month and common stock equal to 5% of the total number of shares outstanding after the closing of the ‘going public’ transaction. For the purposes of the Seagel Investment Corp. agreement ‘going public’ meant any method or transaction whereby the business of TrioResources AG became public by way of stock exchange listing of its common shares or reverse merger.

~~In connection with the Share Exchange dated December 14,~~On ~~2012~~May ~~between the shareholders of Trio Resources AG Inc. and Allied~~17, ~~TrioResources became the wholly owned subsidiary of the Company~~2012, ~~and the~~ TrioResources AG ~~shareholders~~purchased ~~became~~its ~~the~~mining ~~controlling~~claims ~~shareholders of the Company. In connection with the Share Exchange, the former sole officer~~ and ~~director~~equipment ~~of the Company, Ihar Yaravenka, resigned~~ from ~~his~~2023682 ~~positions~~Ontario ~~and~~Inc. ~~the directors~~DBA ofCanamet ~~TrioResources AG became the Board of Directors of the Company~~Resources, ~~and~~an ~~the officers of TrioResources AG became the~~entity ~~officers~~which ofis ~~the~~controlled ~~Company~~by Mr. ~~The Company ceased any and all of its original operations in connection with small boat building and maintenance and became a holding company with TrioResources AG as its sole asset and subsidiary~~Reid.

AsIn connection anwith ~~exploration~~the ~~company~~Share weExchange ~~have~~dated ~~not~~December ~~as yet~~14, ~~generated~~2012 ~~significant~~between ~~operating~~the ~~revenues~~shareholders of Trio Resources AG Inc. and ~~have~~Allied, ~~incurred~~TrioResources became ~~operating~~the ~~losses~~wholly owned subsidiary of $2the Company,~~469,240~~ ~~from~~and ~~our~~the ~~inception~~TrioResources AG shareholders became the controlling shareholders of the Company. In connection with the Share Exchange, ~~May~~the 16former sole officer and director of the Company, ~~2012~~Ihar Yaravenka, resigned tofrom ~~September~~his 30positions and the directors of TrioResources AG became the Board of Directors of the Company, ~~2013~~and the officers of TrioResources AG became the officers of the Company. ToThe ~~date~~Company weceased ~~have~~any ~~funded~~and ~~our~~all of its original operations ~~through~~in ~~advances~~connection ~~from~~with asmall ~~related~~boat building ~~party~~and maintenance and ~~from~~became ~~private~~a ~~third~~holding ~~party lenders~~company with TrioResources AG as its sole asset and subsidiary.

b)As an ~~Company’s~~exploration ~~properties~~company we have not as yet generated significant operating revenues and have accumulated deficit of $4,034,516 from our inception, May 16, 2012, to September 30, 2014. To date we have funded our operations through advances from a related party and from private third party lenders.

~~The~~b) Company’s acquired the Duncan Kerr property in May 2012. This property is located in Ontario, Canada, approximately three kilometers southeast of the town of Cobalt. Main features of this property are summarized as below:properties

· The Company ~~property~~acquired isthe ~~located~~Duncan inKerr aproperty ~~region~~in ~~that~~May ~~is well known for its base and precious metal production~~2012. ~~Past~~This ~~producing~~property ~~mines~~is atlocated ~~Duncan~~in ~~Kerr~~Ontario, ~~have~~Canada, ~~mined~~approximately inthree ~~excess~~kilometers southeast of 32the ~~million~~town ~~ounces~~ of ~~silver,~~Cobalt. ~~and~~Main ~~one~~features of ~~North~~this ~~America’s richest silver veins ever explored is located on the~~ property ~~per~~are ~~preliminary~~summarized ~~geologist~~as ~~report from TMK Associates on March 22, 2013.~~below:

·● The property is located in a region that is well known for its base and precious metal production. Past producing mines at Duncan Kerr have mined in excess of 32 million ounces of silver, and one of North America’s richest silver veins ever explored is located on the property per preliminary geologist report from TMK Associates on March 22, 2013. ● The Company’s plans include 5,000 meters of diamond drilling and other exploration at the Duncan Kerr project as well as upgrading its existing mill capacity to be able to process up to 360 tons per day. ● The Company has full rights and claims to this property including the existing mineralized material, onsite mill, other structures and equipment, and all surface and mineral rights. ● This property has a very strategic location in terms of its access to major highways, rail spurs, power and fresh water. ● Presence of estimated 1.3 million tons of mineralized material already located above ground.

·Page ~~The~~| ~~Company has full rights and claims to this property including the existing mineralized material, onsite mill, other structures and equipment, and all surface and mineral rights.~~5

·c) ~~This~~Growth ~~property has a very strategic location in terms of its access to major highways, rail spurs, power and fresh water.~~strategy

·The Company’s ~~Presence~~intention is to conduct exploration initiatives, with the purpose of ~~estimated~~being 1cash-flow positive by processing precious metals, and other valuable minerals.3 ~~million~~The ~~tons~~Company intends to utilize modern mining and exploration technology in conjunction with focusing on combining the right blend of ~~mineralized~~experienced ~~material~~mining ~~already~~consultants ~~located~~and ~~above~~technological ~~ground~~management.

6We intend to conduct further exploration initiatives, in order to target additional high-concentration regions on our properties, which would be profitable to develop. Unlike other junior mining companies, we plan to have our exploration initiative coincide with our milling program, through which we are planning to be able to run a cash-flow positive business by producing precious metals, and other valuable minerals. By reinvesting the profits realized by capitalizing on our existing mineralized mineral stock piles, we anticipate having the ability to expedite our business plan, and fund some of the expansion of our operations, internally.

cThe Company is working to increase its land package, construct a larger mill, perform further drilling and exploration at the Duncan Kerr project, and to obtain an NI-43-101-compliant valuation (a national instrument for the Standards of Disclosure for Mineral Projects within Canada) ~~Growth~~of ~~strategy~~any underground reserves.

The Company’s ~~intention~~major isgrowth toplans ~~conduct exploration~~subject ~~initiatives, with the purpose of being cash-flow positive by processing precious metals, and other valuable minerals. The Company intends~~ to ~~utilize~~raising ~~modern~~additional ~~mining~~financing ~~and~~are ~~exploration~~summarized ~~technology~~as ~~in conjunction with focusing on combining the right blend of experienced mining consultants and technological management.~~under:

~~We intend to conduct further exploration~~Land initiatives, in order to target additional high-concentration regions on our properties, which would be profitable to develop. Unlike other junior mining companies, we plan to have our exploration initiative coincide with our milling program, through which we are planning to be able to run a cash-flow positive business by producing precious metals, and other valuable minerals. By reinvesting the profits realized by capitalizing on our existing mineralized mineral stock piles, we anticipate having the ability to expedite our business plan, and fund some of the expansion of our operations, internally.Acquisition

The Company’s strategy is ~~working~~ to ~~increase~~target ~~its land~~older ~~package,~~mining ~~construct~~camps awith ~~larger~~residual ~~mill~~value, ~~perform~~which ~~further~~may ~~drilling~~have ~~and~~become ~~exploration~~economical ~~at the Duncan Kerr project, and~~ to ~~obtain~~develop ~~an NI-43-101-compliant~~again ~~valuation~~due (ato ~~national~~rising ~~instrument~~global ~~for~~commodity ~~the Standards of Disclosure for Mineral Projects within Canada) of any underground reserves~~prices.

~~The Company’s major growth plans~~Milling ~~subject to raising additional financing are summarized as under:~~Activities

~~Land~~As explained ~~Acquisition~~above, the Company holds an estimated 1.3 million tons of mineralized material on the property per Crystal Research Associates Report. The inventory comprises concentrate, crushed material, trench material, a muck pile and a tailings pond.

The Company’s core strategy is to ~~target older~~increase ~~mining~~its ~~camps~~milling ~~with~~output ~~residual~~capacity ~~value,~~and ~~which~~activities ~~may~~and ~~have become economical~~ to ~~develop~~upgrade ~~again~~its ~~due~~current infrastructure to ~~rising~~a ~~global~~360 ~~commodity~~ton ~~prices~~per day facility.

~~Milling~~ Exploration Activities

AsThe Company ~~explained~~intends ~~above,~~to ~~the~~coincide ~~Company~~its ~~holds~~exploration ~~an estimated~~initiatives ~~1.3~~with ~~million~~its ~~tons~~milling ofactivities, ~~mineralized~~which ~~material~~is onunlike ~~the~~many ~~property~~other ~~per~~junior ~~Crystal~~exploration companies ~~Research~~that ~~Associates~~are ~~Report.~~only ~~The~~focused ~~inventory~~on ~~comprises concentrate,~~exploration ~~crushed~~and ~~material,~~do ~~trench~~not ~~material,~~possess athe ~~muck~~above ~~pile~~ground ~~and~~mineral assets nor the mill structure required to operate a ~~tailings~~working ~~pond~~mill.

~~The Company’s core strategy is to~~Financing ~~increase its milling output capacity and activities and to upgrade its current infrastructure to a 360 ton per day facility.~~Activities

~~Exploration~~The Company ~~Activities~~has largely been financed by third parties by way of convertible notes. Future funding will be earmarked to help expand the milling facility, fund the exploration program, and enabling the strategic acquisition of additional properties in the area surrounding the Duncan Kerr property.

~~The~~d) Company’s ~~intends~~products ~~to coincide its exploration initiatives with its milling activities, which is unlike many other junior exploration companies that are only focused on exploration~~ and domarket ~~not possess the above ground mineral assets nor the mill structure required to operate a working mill.~~opportunities

~~Financing~~Silver, Cobalt ~~Activities~~and Nickel have been recovered from Trio’s mineralized concentrate. An overview of the uses and market demand for each of the Company’s initial metal products is explained below:

The Company has largely been financed by third parties by way of convertible notes. Future funding will be earmarked to help expand the milling facility, fund the exploration program, and enabling the strategic acquisition of additional properties in the area surrounding the Duncan Kerr property.Silver

d)J P ~~Company’s~~Morgan ~~products~~downgraded its silver price forecasts for both 2014 and ~~market~~2015 ~~opportunities~~– it now sees silver averaging $19.56 per ounce this year, down five percent from the previous forecast of $20.52. It also forecasts silver to average $18.25 in 2015, down 12 percent on its previous prediction of $20.75. Silver bottomed out at $15.39/15.43 per ounce earlier, which was the lowest since February 2010. (Source – J P Morgan - http://www.bulliondesk.com/gold-news/focus-jp-morgan-lowers-gold-silver-forecasts-slack-buying-interest-84713/)

~~Silver, Cobalt~~ HSBC and ~~Nickel~~Deutsche Bank have ~~been~~recently ~~recovered~~issued ~~from~~new ~~Trio’s mineralized~~forecasts ~~concentrate~~for average silver prices for 2014. AnHSB ~~overview~~forecasts an average silver price of ~~the~~$27 ~~uses~~per ounce in 2014 and ~~market~~Deutsche ~~demand~~Bank ~~for~~expected ~~each~~higher ofsilver ~~the~~prices ~~Company’s~~of ~~initial~~$34 ~~metal~~per ~~products~~ounce isin ~~explained below:~~2014.

7Page | 6

~~Silver~~Cobalt

~~Over~~Many countries ~~the~~worldwide ~~past~~use ~~two~~Cobalt ~~years,~~for ~~silver~~strategic ~~prices have been reaching all-time highs~~industrial, ~~with~~military aand ~~2011~~commercial ~~record~~applications. ~~average~~Two ~~price per ounce~~ of ~~$35.12~~the ~~followed~~most bywell aknown ~~lower average price in 2012~~uses of ~~$31.15~~the ~~per~~metal ~~ounce~~are ~~(Source:~~for ~~Thomson~~manufacturing ~~Reuters~~rechargeable ~~GFMS~~batteries and ~~the Silver Institutes’ World Silver Survey 2013)~~superalloys.

~~HSBC~~Over the ~~and~~long ~~Deutsche~~term, ~~Bank~~the ~~have~~United ~~recently~~States ~~issued new~~Geological ~~forecasts~~Survey ~~for~~has ~~average~~forecasted ~~silver~~that ~~prices~~possible ~~for~~disruptions ~~2014.~~to ~~HSB~~Cobalt ~~forecasts~~supply ancould ~~average~~occur ~~silver~~as ~~price~~many current ofCobalt ~~$27~~sources ~~per~~are ~~ounce~~ in ~~2014~~politically volatile regions where a constant supply of high-grade and ~~Deutsche~~economical ~~Bank~~Cobalt cannot ~~expected~~be ~~higher~~assured. ~~silver~~If ~~prices~~such ofevents ~~$34~~were ~~per~~to ~~ounce~~occur, Trio may be positioned to participate in ~~2014~~addressing this potential supply issue.

~~Cobalt~~Nickel

~~Many~~Nickel has ~~countries~~been ~~worldwide~~used ~~use~~for ~~Cobalt~~hundreds of years in combination with other metals for ~~strategic~~ ~~industrial,~~metal ~~military~~plating and ~~commercial~~coins, ~~applications~~and is still chiefly used in the manufacture of metal alloys. ~~Two~~Approximately 30% of the ~~most~~minerals ~~well~~ known ~~uses~~to ofcontain the ~~metal~~highest ~~are~~concentrations ~~for~~of ~~manufacturing~~Nickel are found ~~rechargeable~~in ~~batteries~~Ontario. ~~and~~Based ~~superalloys~~on the mining industry statistics, Canada is one of the top three locations globally for mining Nickel.

~~Over~~e) ~~the~~Recent long term, the United States Geological Survey has forecasted that possible disruptions to Cobalt supply could occur as many current Cobalt sources are in politically volatile regions where a constant supply of high-grade and economical Cobalt cannot be assured. If such events were to occur, Trio may be positioned to participate in addressing this potential supply issue.development

~~Nickel~~Acquisition of TrioResources AG Inc.

~~Nickel~~On December ~~has~~14, ~~been~~2012, ~~used~~Trio ~~for~~Resources, ~~hundreds~~Inc. of(the ~~years in~~“Parent”) ~~combination~~entered into the Exchange Agreement with ~~other~~Ihar ~~metals~~Yaravenka, ~~for~~the former ~~metal~~principal ~~plating~~shareholder ~~and~~of ~~coins,~~the ~~and~~Parent is(the ~~still~~“Principal ~~chiefly~~Shareholder”) ~~used~~and TrioResources AG Inc. in exchange for 2,130,000 common shares (the ~~manufacture~~“Share Exchange”) of ~~metal~~the ~~alloys.~~Company, ~~Approximately~~and the Principal Shareholder has agreed to surrender ~~30%~~and cancel 1,500,000 common shares of the ~~minerals~~Parent, ~~known~~(the to“Principal ~~contain~~Shareholder Shares”) for $250,000. As a result of the ~~highest~~Share ~~concentrations~~Exchange, the shareholders of ~~Nickel~~TrioResources ~~are~~AG ~~found~~Inc. inreceived ~~Ontario~~2,130,000 shares of Trio Resources Inc. ~~Based~~and onTrioResources AG ~~the~~Inc. ~~mining~~became ~~industry~~our ~~statistics~~wholly owned subsidiary. The Share Exchange was accounted for as a recapitalization, wherein TrioResources ~~Canada~~AG Inc. is ~~one~~considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of ~~the~~TrioResources AG ~~top~~Inc. ~~three~~have ~~locations~~been ~~globally~~brought ~~for~~forward ~~mining~~at ~~Nickel~~their book value and no goodwill has been recognized.

eOn December 27, 2012, the Company filed a Certificate of Amendment of its Articles of Incorporation (the “Charter Amendment”) with ~~Recent~~the ~~development~~Secretary of State of Nevada to (1) change its name from Allied Technologies Group, Inc. to Trio Resources, Inc. (the “Name Change”) and (2) increase its total authorized shares of Common Stock, from 75,000,000 shares to 400,000,000 shares (the “Authorized Share Increase”). Additionally, as a condition to close the Share Exchange, our Board of Directors approved and authorized us to take the necessary steps to effect a forward stock split of the issued and outstanding shares of Common Stock, such that each lot of one (1) issued and outstanding share of Common Stock shall be automatically changed and converted into one hundred (100) shares of Common Stock, payable to all holders of record of the Common Stock as of December 31, 2012 (the “Forward Stock Split”).

~~Acquisition~~Stairs Option/Joint ofVenture ~~TrioResources AG Inc.~~Agreement

On September ~~December 14~~25, ~~2012~~2013, ~~Trio Resources, Inc. (~~the ~~“Parent”)~~Company entered into ~~the~~a ~~Exchange~~Stairs ~~Agreement~~Option/ ~~with~~Joint ~~Ihar~~Venture ~~Yaravenka,~~Agreement ~~the~~with ~~former~~Teck ~~principal~~Resources ~~shareholder~~Limited, ofa ~~the Parent~~corporation ~~(the~~incorporated ~~“Principal~~under ~~Shareholder”) and TrioResources AG Inc. in exchange for 2,130,000 common shares (~~the ~~“ Share~~laws ~~Exchange ”)~~ of ~~the~~Canada ~~Company,~~with ~~and~~an ~~the~~office ~~Principal~~at ~~Shareholder~~3300 ~~has~~– ~~agreed~~550 toBurrard ~~surrender~~Street, ~~and cancel 1~~Vancouver,~~500,000~~ ~~common shares~~British ofColumbia ~~the Parent,~~ V6C 0B3 (~~the~~ “~~Principal Shareholder Shares~~Teck”) ~~for $250,000~~. As aThe ~~result~~main features of the ~~Share~~agreement ~~Exchange,~~are ~~the shareholders of TrioResources AG Inc. received 2,130,000 shares of Trio Resources Inc. and TrioResources AG Inc. became our wholly owned subsidiary. The Share Exchange was accounted for~~ as a recapitalization, wherein TrioResources AG Inc. is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of TrioResources AG Inc. have been brought forward at their book value and no goodwill has been recognized.follows:

On● ~~December~~Teck ~~27,~~is ~~2012,~~ the ~~Company~~registered ~~filed a~~and ~~Certificate~~beneficial ofowner ~~Amendment~~ of ~~its~~a ~~Articles~~100% ofundivided ~~Incorporation~~leasehold interest (the “~~Charter~~Teck ~~Amendment~~Interest”) ~~with~~in the ~~Secretary~~Stairs ofproperty ~~State~~located ~~of Nevada~~in toOntario; ~~(1)~~● ~~change~~Teck ~~its~~has ~~name~~agreed ~~from~~to ~~Allied~~grant ~~Technologies~~the ~~Group,~~Company ~~Inc.~~an option to ~~Trio~~acquire ~~Resources~~the Teck Interest, ~~Inc.~~subject ~~(the~~only ~~“Name~~to ~~Change”)~~Teck’s ~~and (2)~~right ~~increase~~to ~~its~~reacquire ~~total~~or ~~authorized~~to ~~shares~~earn back 65% of ~~Common~~the ~~Stock,~~interest ~~from~~in ~~75,000,000~~the ~~shares~~property toby ~~400,000,000~~incurring ~~shares~~optional ~~(the~~Expenditures ~~“Authorized~~equal ~~Share Increase”).~~to ~~Additionally,~~two astimes aTrio’s ~~condition~~Expenditures to ~~close~~date ~~the~~or ~~Share~~completing ~~Exchange,~~a ~~our~~feasibility ~~Board~~study of(the ~~Directors~~“Back-in ~~approved~~Right”) and ~~authorized~~the us2% ~~to take~~smelter return royalty (the ~~necessary~~“NSR ~~steps~~Royalty”) reserved to ~~effect~~Teck, aupon ~~forward~~and ~~stock~~subject ~~split~~to of the ~~issued~~terms and ~~outstanding~~conditions ~~shares~~as ofexplained ~~Common~~in ~~Stock,~~the ~~such~~agreement; ~~that~~and ~~each~~● ~~lot of~~If ~~one~~Trio ~~(1)~~exercises ~~issued~~the Option and ~~outstanding~~Teck ~~share~~exercises ofits ~~Common~~Back-in ~~Stock~~Right, ~~shall~~then bethe ~~automatically~~NSR ~~changed~~Royalty ~~and~~will ~~converted~~be ~~into~~extinguished ~~one~~and ~~hundred~~Trio ~~(100)~~and ~~shares of~~Teck ~~Common~~will ~~Stock,~~participate ~~payable~~as tojoint ~~all~~venture ~~holders~~partners offor ~~record~~any offurther ~~the~~exploration ~~Common~~or, ~~Stock~~if asdeemed warranted, development of ~~December~~the ~~31,~~Property ~~2012~~upon (the ~~“Forward~~terms ~~Stock~~set ~~Split”)~~out in this Agreement.

~~Stairs~~Page ~~Option/Joint~~| ~~Venture Agreement~~7

OnUnder the ~~September 25~~Agreement, ~~2013,~~Teck has granted to the Company ~~entered into~~the asole, ~~Stairs~~exclusive ~~Option/~~and ~~Joint~~irrevocable ~~Venture~~right ~~Agreement~~and ~~with~~option ~~Teck~~(the ~~Resources~~“Option”) to ~~Limited~~ earn, asubject ~~corporation~~to ~~incorporated~~Teck’s ~~under~~Back-in ~~the~~Right ~~laws~~and ofthe ~~Canada with~~NSR anroyalty ~~office~~reserved atout ~~3300~~of –the ~~550~~grant, ~~Burrard~~which ~~Street,~~rights ~~Vancouver,~~and ~~British~~royalty ~~Columbia~~were ~~V6C 0B3~~reserved from (the ~~“Teck)~~Option. The ~~main~~Company ~~features of~~may exercise the ~~agreement~~Option ~~are as follows~~by:

8a) Incurring an aggregate $1,500,000 in Expenditures as follows:

· Teck is the registered and beneficial owner of a 100% undivided leasehold interest (the “Teck Interest”) in the Stairs property located in Ontario;

On or Before	Cumulative Expenditures
June 30, 2015	$	245,000
September 30, 2015	$	1,000,000
September 30, 2016	$	1,500,000

·The Expenditure ~~Teck~~of ~~has agreed to grant the Company an option to acquire the Teck Interest~~$245,000 ~~subject~~due ~~only~~ to ~~Teck’s~~be ~~right~~incurred toon ~~reacquire~~ or tobefore ~~earn~~June ~~back~~30, ~~65%~~2015 ofis ~~the interest in the property by incurring optional Expenditures equal to two times Trio’s Expenditures to date or completing~~ a ~~feasibility study (the “Back-in Right”) and the 2% smelter return royalty (the “NSR Royalty”) reserved to Teck~~commitment, ~~upon~~whereas ~~and subject to~~ the ~~terms~~balance ~~and~~of ~~conditions as explained in~~ the ~~agreement~~Expenditures are optional; and

·b) IfIssuing ~~Trio~~and ~~exercises~~delivering ~~the~~to ~~Option and~~ Teck ~~exercises~~a ~~its~~further ~~Back-in Right~~25,000 ~~then~~Units (the ~~NSR~~“Second ~~Royalty~~Units”) ~~will~~on becompletion ~~extinguished and Trio and Teck will participate as joint venture partners for any further exploration or, if deemed warranted, development~~ of the ~~Property~~Expenditures ~~upon~~necessary ~~the~~to ~~terms~~exercising ~~set~~the ~~out in this Agreement~~Option.

~~Under the Agreement, Teck has granted to the Company the sole, exclusive and irrevocable right and option (the “Option”~~f) ~~to earn, subject to Teck’s Back-in Right and the NSR royalty reserved out of the grant, which rights and royalty were reserved from the Option. The Company may exercise the Option by:~~Competition

a)We compete ~~Incurring~~with another ~~aggregate~~mineral $1resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly,~~500~~ these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit,~~000~~ on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in ~~Expenditures~~the astargeting ~~follows:~~and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

On or Before	Cumulative Expenditures
September 30, 2014	$	300,000
September 30, 2015	$	1,000,000
September 30, 2016	$	1,500,000

g)	Compliance with governmental regulation

~~The~~We are ~~Expenditure~~committed ofto ~~$300~~complying with and are,~~000~~ ~~due~~to our knowledge, in compliance with, all governmental and environmental regulations applicable to beour ~~incurred~~company onand our Property. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or ~~before~~our ~~September 30,~~Property if ~~2014~~we isidentify athe ~~commitment~~existence of minerals in commercially exploitable quantities. In addition, ~~whereas~~any changes in the ~~balance~~areas of regulations as referred to in the ~~Expenditures~~risk ~~are~~factors ~~optional;~~or future new legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our Property.

bh) ~~Issuing and delivering to Teck a further 25,000 Units (the “Second Units”) on completion of the Expenditures necessary to exercising the Option.~~Employees

f)As at ~~Competition~~September 30, 2014, the Company has two full time and three part time employees consisting of executive officers and employees at the mine/mill site. The Company additionally employs the services of consultants and qualified third parties like professional geologists and mining engineers.

WePage ~~compete~~| with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.8

g)ITEM 1A. ~~Compliance~~RISK ~~with governmental regulation~~FACTORS

~~We are committed to complying with and~~An ~~are,~~investment toin our ~~knowledge,~~common instock ~~compliance~~involves ~~with,~~a ~~all~~high ~~governmental~~degree ~~and~~of ~~environmental~~risk. ~~regulations~~You ~~applicable~~should tocarefully ~~our~~consider ~~company~~the ~~and~~risks ~~our~~described ~~Property.~~below, together ~~Permits~~with ~~from~~all ~~a variety~~ of ~~regulatory~~the ~~authorities~~other ~~are~~information ~~required~~included ~~for~~in ~~many~~this ~~aspects~~Report, ofbefore ~~mine~~making ~~operation~~an ~~and~~investment ~~reclamation~~decision. WeIf ~~cannot~~any ~~predict~~ of the ~~extent~~following torisks actually ~~which~~occurs, ~~these~~our ~~requirements~~business, ~~will~~financial ~~affect~~condition ~~our~~or ~~company~~results orof ~~our~~operations ~~Property~~could ifsuffer. weIn ~~identify~~that case, the ~~existence~~trading price of ~~minerals~~our inshares ~~commercially exploitable~~of ~~quantities.~~common Instock ~~addition,~~could ~~any~~decline ~~changes~~and inyou ~~the~~may ~~areas~~lose ofall ~~regulations~~or aspart ~~referred~~of toyour ininvestment. ~~the~~See ~~risk~~“Cautionary ~~factors~~Note Regarding orForward ~~future~~Looking ~~new~~Statements” ~~legislation and~~above ~~regulation~~for ~~could~~a ~~cause~~discussion ~~additional~~of ~~expense,~~forward-looking ~~capital~~statements ~~expenditure,~~and ~~restrictions~~the ~~and~~significance ~~delays~~of such statements in the ~~exploration~~context of ~~our~~this ~~Property~~Report.

h)Risks Related ~~Employees~~to Our Business

AsOur properties atcontain ~~September~~no ~~30,~~known ~~2013,~~reserves ~~the Company~~and ~~has~~we ~~two~~have ~~full~~not ~~time~~obtained ~~and~~a ~~three~~pre-feasibility ~~part~~study, ~~time~~feasibility ~~employees~~study ~~consisting~~or ofother ~~excecutive~~technical ~~officers~~report. There ~~and~~can ~~employees~~be atno ~~the~~assurance ~~mine/mill~~that ~~site. The~~our ~~Company~~properties ~~additionally~~contain ~~employs~~any ~~the~~reserves ~~services~~or ofthat ~~consultants~~we ~~and~~will ~~qualified~~ever ~~third~~commence ~~parties~~mining ~~like~~operations, ~~professional~~in ~~geologists~~which case our business, prospects and ~~mining engineers~~financial condition could be materially adversely affected.

9We operate as an exploration and small-scale processing company in the province of Ontario, Canada. The properties that we have acquired are without known reserves. We currently undertake no mining operations and our proposed program is exploratory in nature. We have not obtained a “final” or “bankable” feasibility study or other technical report in respect of our properties. In this respect, we are not basing our production decisions on a pre-feasibility or feasibility study of mineral reserves which demonstrates our economic and technical viability. Moreover, there is a great amount of uncertainty as to the economic feasibility and viability of the estimated mineralized materials on our properties. Accordingly, there is increased uncertainty with regard to the specific economic and technical risks of failure associated with our production decisions. There can be no assurance that our properties contain any reserves, that we will ever commence mining operations, or that the mineralized materials on our property will be economically viable, in which case our business, prospects and financial condition could be materially adversely affected. The SEC does not permit companies in their filings with the SEC to disclose estimates other than mineral reserves. See the discussion above under the heading “Cautionary Note to U.S. Investors Concerning Estimates”.

~~ITEM~~We have ~~1A.~~limited ~~RISK~~operating ~~FACTORS~~history and there can be no assurance that we will be successful in our business plan and exploration.

AnWe are ~~investment~~a small processor and exploration company with limited operating history in ~~our~~the ~~common~~mineral ~~stock~~exploration field. This factor makes ~~involves~~it aimpossible ~~high~~to ~~degree~~reliably ofpredict ~~risk~~future growth and operating results. ~~You~~Accordingly, ~~should~~we ~~carefully~~are ~~consider~~subject to all the risks ~~described~~and ~~below,~~uncertainties which ~~together~~are ~~with~~characteristic ~~all~~ of a relatively new business enterprise, including the substantial problems, expenses and other difficulties ~~information~~typically ~~included~~encountered in ~~this~~the ~~Report~~course of its business, ~~before~~in ~~making~~addition anto ~~investment~~normal ~~decision~~business risks. IfWe were organized in 2012, have not earned any ofsignificant ~~the~~revenues ~~following~~to ~~risks~~date ~~actually~~and ~~occurs,~~ have had only losses since our ~~business~~inception related to our drilling, ~~financial~~milling, ~~condition~~and orexploration operations. ~~results~~Moreover, ofwe commenced our milling operations ~~could~~and ~~suffer.~~without Ina ~~that~~feasibility ~~case,~~study ~~the~~or ~~trading~~other ~~price~~technical report in respect of our ~~shares~~properties, ofand ~~common stock~~in ~~could~~this ~~decline~~respect, ~~and~~our ~~you~~production ~~may~~decisions ~~lose~~are ~~all~~not based on a study or ~~part~~report ofwhich ~~your~~demonstrates ~~investment~~our economic and technical viability. ~~See~~There ~~“Cautionary~~is ~~Note~~no ~~Regarding~~history ~~Forward~~upon ~~Looking~~which ~~Statements” above~~to ~~for~~base aany ~~discussion~~assumption ofas ~~forward-looking~~to ~~statements~~the likelihood that our business will be successful, and there can be no assurance that we will be able to raise sufficient capital to continue operations, that we will generate significant operating revenues in the ~~significance~~future ofor ~~such~~that ~~statements~~we will ever be able to achieve profitable operations in the ~~context~~future. We face all of ~~this~~the ~~Report~~risks commonly encountered by other businesses that lack an established operating history, including, but not limited to, the need for additional capital and personnel, and competition.

~~Risks~~Our operations ~~Related~~depend on our ability to ~~Our~~continue ~~Business~~to acquire certain additional equipment.

~~Our~~In order ~~properties~~to ~~contain~~ramp-up noto ~~known~~full ~~reserves~~capacity ~~and~~at our mill, we ~~have~~will ~~not obtained~~require aadditional ~~pre-feasibility~~products, ~~study~~equipment and materials, ~~feasibility~~and ~~study~~will orcontinue to ~~other~~require ~~technical~~such ~~report~~assets in the course of our operations. ~~There~~Our working capital is currently limited, and there can be no assurance that we will obtain sufficient financing or cash flow from operations to acquire such assets. In addition, competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment, such as bulldozers, excavators and parts for the milling operation that we might need to conduct our ~~properties~~operations. ~~contain~~If we are unable to ~~any~~obtain ~~reserves~~the orproducts, ~~that~~equipment and materials we need, we will ~~ever~~have ~~commence~~to ~~mining~~suspend or limit our operations, in which ~~case~~may adversely affect our business, prospects, ~~and~~operations, ~~financial~~results ~~condition~~of ~~could be~~operations ~~materially~~and ~~adversely~~financial ~~affected~~condition.

WePage ~~operate~~| as an exploration and small-scale processing company in the province of Ontario, Canada. The properties that we have acquired are without known reserves. We currently undertake no mining operations and our proposed program is exploratory in nature. We have not obtained a “final” or “bankable” feasibility study or other technical report in respect of our properties. In this respect, we are not basing our production decisions on a pre-feasibility or feasibility study of mineral reserves which demonstrates our economic and technical viability. Moreover, there is a great amount of uncertainty as to the economic feasibility and viability of the estimated mineralized materials on our properties. Accordingly, there is increased uncertainty with regard to the specific economic and technical risks of failure associated with our production decisions. There can be no assurance that our properties contain any reserves, that we will ever commence mining operations, or that the mineralized materials on our property will be economically viable, in which case our business, prospects and financial condition could be materially adversely affected. The SEC does not permit companies in their filings with the SEC to disclose estimates other than mineral reserves. See the discussion above under the heading “Cautionary Note to U.S. Investors Concerning Estimates”.9

WeFailure to ~~have~~generate ~~limited~~sufficient ~~operating~~cash ~~history~~flow ~~and~~from ~~there~~operations ~~can~~to befund ~~no assurance~~our ~~that~~capital weexpenditure ~~will~~plans bemay ~~successful~~result in ~~our~~a ~~business~~delay ~~plan~~or ~~and~~indefinite postponement of exploration, development or production at our properties.

We require ~~are~~cash aflow ~~small~~from ~~processor~~operations ~~and~~or ~~exploration~~external ~~company~~financing ~~with~~to ~~limited operating~~continue ~~history~~our inoperations ~~the~~and ~~mineral~~our exploration ~~field~~plans. ~~This~~The ~~factor makes it impossible to reliably predict future growth and operating~~availability ~~results.~~of ~~Accordingly,~~financing wecapital ~~are~~is subject to ~~all~~general ~~the~~economic ~~risks~~conditions and ~~uncertainties~~investor ~~which~~interest ~~are~~in ~~characteristic~~the ofCompany aand ~~relatively~~its ~~new~~plans. ~~business~~The ~~enterprise,~~construction ~~including~~of ~~the~~an ~~substantial~~expanded ~~problems~~mill, ~~expenses~~as ~~and~~well ~~other~~as ~~difficulties~~continued ~~typically~~exploration ~~encountered~~and, inif ~~the~~viable, ~~course~~mining ~~of its business~~facilities, inwill ~~addition to~~require ~~normal~~substantial ~~business~~capital ~~risks~~expenditures. In ~~We were organized in 2012~~addition, ~~have~~a ~~not~~portion ~~earned~~of ~~any~~the ~~significant~~Company’s ~~revenues~~future toplans ~~date~~is ~~and~~directed ~~have had only losses since our inception related~~ to ~~our~~the ~~drilling,~~search ~~milling~~for, and ~~exploration~~the ~~operations.~~development ~~Moreover~~of, wenew ~~commenced our milling operations~~mineral ~~and~~deposits. ~~without~~The aCompany ~~feasibility~~may ~~study~~be orrequired ~~other~~to ~~technical~~seek ~~report~~additional infinancing ~~respect~~to ofmaintain ~~our~~its ~~properties,~~expenditures ~~and~~at inplanned ~~this~~levels. ~~respect,~~The ~~our production decisions~~Company ~~are~~will ~~not~~also ~~based~~have onadditional acapital ~~study~~requirements orto ~~report~~the ~~which~~extent ~~demonstrates~~that ~~our~~it ~~economic~~decides ~~and~~to ~~technical~~expand ~~viability.~~its ~~There~~present ismilling nooperations ~~history~~and ~~upon which to base~~continue ~~any~~its ~~assumption~~exploration asactivities, toand/or ~~the~~take ~~likelihood~~advantage ~~that~~of ~~our~~other business ~~will~~opportunities bethat ~~successful,~~may ~~and~~arise. ~~there~~Financing ~~can~~may benot ~~no assurance that we will~~ be ~~able to~~available ~~raise~~when ~~sufficient~~needed ~~capital~~or, toif ~~continue operations~~available, ~~that~~may wenot ~~will~~be ~~generate~~available ~~significant~~on ~~operating~~terms ~~revenues~~acceptable into the ~~future~~Company. orFailure ~~that we will ever be able~~ to ~~achieve~~obtain ~~profitable~~any ~~operations~~financing innecessary for the ~~future.~~Company’s Wecapital ~~face~~expenditure ~~all~~plans ofmay ~~the~~result ~~risks~~in ~~commonly~~a ~~encountered~~delay byor ~~other~~indefinite ~~businesses that~~postponement ~~lack~~of ~~an established operating history~~exploration, ~~including,~~development or ~~but~~production ~~not~~by ~~limited to,~~ the ~~need for additional capital and personnel, and competition~~Company.

10Our potential earnings are directly related to the market prices for various minerals.

~~Our~~Revenues from ~~operations~~future sales, if any, of our mineralized materials and concentrates will depend on the market prices for various commodities, including silver, cobalt, and other materials which we may discover in our ~~ability~~assets. The markets for each of these materials is highly volatile and is subject to ~~continue~~various factors including political stability, general economic conditions and levels of demand, speculative trading, production costs in various producing regions and worldwide production levels. The aggregate effect of these factors is impossible to ~~acquire~~predict with accuracy. Fluctuations in the prices of these materials may materially adversely affect ~~certain~~the ~~additional~~Company’s ~~equipment~~prospects, financial condition and results of operations, and our development plans may be rendered uneconomic, delayed or suspended.

~~In order to ramp-up to full capacity at our mill, we will require~~We ~~additional products, equipment and materials, and~~ will ~~continue to require such assets in the course of our operations. Our working capital is currently limited, and there can~~ be norequired ~~assurance that we will obtain sufficient financing or cash flow from operations~~ to ~~acquire~~replace ~~such~~materials ~~assets.~~depleted Inby ~~addition,~~production competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment, such as bulldozers, excavators and parts for the milling operation that we might need to ~~conduct~~maintain ~~our~~production ~~operations.~~levels Ifover ~~we are unable to obtain~~ the ~~products,~~long ~~equipment~~term ~~and~~on ~~materials we need, we will have to suspend or limit~~ our ~~operations, which may adversely affect our business, prospects, operations, results of operations and financial condition~~properties.

~~Failure~~We will be required to ~~generate~~replace ~~sufficient~~materials ~~cash~~depleted ~~flow~~by ~~from~~production ~~operations~~ to ~~fund~~maintain production levels over the long term on our ~~capital~~properties. Our ~~expenditure~~exploration plans ~~may~~and ~~result~~future property acquisition plans are intended to address this replacement. Exploration is highly speculative in nature. Our exploration plans involve many risks and may be unsuccessful. Even if a ~~delay~~site orwith ~~indefinite~~mineralization ~~postponement~~is discovered and acquired, it may take several years, and substantial expenditures, from the initial phases of ~~exploration~~drilling until production is possible, ~~development~~during orwhich time the economic feasibility of production may change. As a result, there is no assurance that current ator ~~our~~future ~~properties~~exploration programs will be successful. There is a risk that depletion of materials will not be offset by discoveries or acquisitions.

~~We require cash flow from operations or external financing to~~Exploration ~~continue our operations and our exploration plans. The availability of financing capital~~ is ~~subject~~highly tospeculative ~~general economic conditions~~ and ~~investor~~risky ~~interest in the Company~~ and ~~its~~there ~~plans.~~can ~~The~~be ~~construction~~no ofcertainty ~~an expanded mill, as well as continued exploration and, if viable, mining facilities, will require substantial capital expenditures. In addition, a portion~~ of ~~the~~our ~~Company’s~~successful ~~future plans is directed to the search for, and the~~ development of, ~~new~~profitable ~~mineral~~commercial ~~deposits.~~mining The Company may be required to seek additional financing to maintain its expenditures at planned levels. The Company will also have additional capital requirements to the extent that it decides to expand its present milling operations ~~and continue its exploration activities, and/or take advantage of other business opportunities that may arise~~. Financing may not be available when needed or, if available, may not be available on terms acceptable to the Company. Failure to obtain any financing necessary for the Company’s capital expenditure plans may result in a delay or indefinite postponement of exploration, development or production by the Company.

~~Our~~The exploration ~~potential~~and ~~earnings~~development ~~are~~of ~~directly~~mineral ~~related~~properties involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. Exploration is highly speculative and often unsuccessful. Substantial expenditures are required to develop mineral reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. There can be no assurance that our current or future exploration will be successful or profitable. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the ~~market~~particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices ~~for~~which ~~various~~are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may have a material adverse effect on our business, prospects and financial condition.

~~Revenues~~We have ~~from~~relied ~~future sales, if any, of our mineralized materials~~ and ~~concentrates~~ will ~~depend~~continue on the market prices for various commodities, including silver, cobalt, and other materials which we may discover in our assets. The markets for each of these materials is highly volatile and is subject to ~~various~~rely ~~factors~~on ~~including political~~independent ~~stability,~~analysis general economic conditions and levels of demand, speculative trading, production costs in various producing regions and worldwide production levels. The aggregate effect of these factors is impossible to ~~predict~~evaluate ~~with~~our ~~accuracy.~~mineral ~~Fluctuations in~~claims ~~the prices of these materials may materially adversely affect the Company’s prospects, financial condition~~ and ~~results of~~carry ~~operations,~~out ~~and~~ our ~~development~~planned ~~plans may be rendered uneconomic, delayed or suspended~~exploration activities.

We do not currently employ any geologists or engineers. We have relied and will becontinue ~~required~~to rely on independent geologists to ~~replace~~engage in ~~materials~~field ~~depleted~~work byon ~~production~~our claim, to analyze our prospects, plan and carry out our exploration program, including an exploratory drilling program, and to ~~maintain~~prepare ~~production~~resource ~~levels~~reports. ~~over~~While ~~the~~these ~~long~~geologists ~~term~~rely on standards established by various licensing bodies, there can be no assurance that their estimates or results will be accurate. Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty. Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates. If this should happen, we may have devoted resources to areas where resources could have been better allocated, and as a result, our ~~properties~~business could suffer.

WePage ~~will~~| be required to replace materials depleted by production to maintain production levels over the long term on our properties. Our exploration plans and future property acquisition plans are intended to address this replacement. Exploration is highly speculative in nature. Our exploration plans involve many risks and may be unsuccessful. Even if a site with mineralization is discovered and acquired, it may take several years, and substantial expenditures, from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. As a result, there is no assurance that current or future exploration programs will be successful. There is a risk that depletion of materials will not be offset by discoveries or acquisitions.10

~~Exploration~~It should isfurther ~~highly~~be ~~speculative~~stated ~~and~~that ~~risky~~we ~~and~~are ~~there can~~not bebasing noour ~~certainty~~production decision on a pre-feasibility or feasibility study of mineral reserves, which demonstrate our ~~successful~~economic ~~development~~and technical viability. Accordingly, there is increased uncertainty with regard to specific economic and technical risks of ~~profitable~~failure ~~commercial~~associated ~~mining~~with ~~operations~~our properties and production decisions.

~~The exploration and development of mineral properties involves~~There ~~significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. Exploration~~ is ~~highly speculative~~substantial ~~and~~doubt ~~often~~as ~~unsuccessful. Substantial expenditures are required~~ to ~~develop~~whether ~~mineral~~we ~~reserves, develop metallurgical processes, and construct mining and processing facilities at a particular site. There~~ can becontinue no assurance that our current or future exploration will be successful or profitable. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; metals prices which are highly cyclical; drilling and other related costs that appear to be rising; and government regulations, including those related to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may have a ~~material~~going ~~adverse effect on our business, prospects and financial condition~~concern.

11We had a working capital deficit of $2,835,054 and an accumulated deficit of $4,034,516 as of September 30, 2014. These factors among others indicate that there is substantial doubt as to whether we may be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment could become devalued or even worthless.

WeOur proposed ~~have~~business ~~relied~~plan ~~and~~involves ~~will~~the ~~continue~~acquisition toof ~~rely~~additional ~~on independent analysis to evaluate our~~ mineral claims, ~~and~~for ~~carry~~which ~~out~~we ~~our~~do ~~planned~~not ~~exploration~~currently ~~activities~~have the resources.

We currently do not ~~currently~~have ~~employ~~resources ~~any~~to ~~geologists~~fund oracquisitions ~~engineers.~~of Weadditional ~~have relied~~mineral ~~and~~claims. We will ~~continue~~need to ~~rely~~monetize onour ~~independent~~existing ~~geologists~~claims or obtain additional financing to, ~~engage~~among inother ~~field~~things, ~~work~~fund onany ~~our~~future ~~claim~~exploration, tomining ~~analyze~~and ~~our~~drilling ~~prospects,~~projects ~~plan~~that we attempt to undertake and ~~carry~~for ~~out~~general working capital purposes. Any additional equity financing may be dilutive to our ~~exploration~~shareholders ~~program,~~and any ~~including~~such anadditional ~~exploratory~~equity ~~drilling~~securities ~~program~~may have rights, ~~and~~preferences or privileges that are senior to ~~prepare~~those ~~resource~~of ~~reports.~~the ~~While~~common ~~these~~stock. ~~geologists~~Debt ~~rely~~financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on ~~standards~~our ~~established~~operating byflexibility. ~~various~~We ~~licensing~~cannot ~~bodies,~~assure ~~there~~you ~~can~~that additional funds will be noavailable ~~assurance~~when ~~that~~and ~~their~~if ~~estimates~~needed orfrom ~~results~~any source or, if available, will be ~~accurate~~available on terms that are acceptable to us. ~~Analyzing~~Further, ~~drilling~~we ~~results~~may ~~and~~incur ~~estimating~~substantial ~~reserves~~costs in pursuing future capital and/or ~~targeted~~financing, ~~drilling~~including ~~sites~~investment isbanking ~~not~~fees, alegal ~~certainty~~fees, accounting fees, printing and distribution expenses and other costs. ~~Miscalculations~~Our ability to obtain needed financing may be impaired by such factors as the condition of the capital markets, our capital structure, the lack of a market for our shares of common stock, and ~~unanticipated~~our ~~drilling~~lack ~~results~~of ~~may~~revenues ~~cause~~and profitability, all of which could impact the ~~geologists~~availability toor ~~alter~~cost ~~their~~of ~~estimates~~future financings. If ~~this~~we ~~should~~are ~~happen,~~unable weto ~~may~~raise ~~have~~capital ~~devoted resources~~or sufficient capital to ~~areas~~meet ~~where~~our needs ~~resources~~on acceptable terms or at all, we could ~~have~~forfeit ~~been~~our ~~better~~mineral ~~allocated~~property interests and/or reduce or terminate operations. In addition, and as ais ~~result~~also disclosed in our financial statements, these matters raise substantial doubt about our ~~business~~ability ~~could~~to ~~suffer~~continue as a going concern.

ItBecause our ~~should~~business ~~further~~involves benumerous ~~stated~~operating ~~that~~hazards, we ~~are~~may ~~not~~be ~~basing~~subject ~~our~~to ~~production decision~~claims onof a ~~pre-feasibility~~significant ~~or feasibility study of mineral reserves~~size, which ~~demonstrate~~would ~~our~~cost ~~economic~~a ~~and technical viability.~~significant ~~Accordingly,~~amount ~~there~~of isfunds ~~increased~~and ~~uncertainty~~resources ~~with regard~~ to ~~specific~~rectify. ~~economic~~This ~~and~~could ~~technical~~force ~~risks~~us ofto ~~failure~~cease ~~associated with~~ our ~~properties~~ ~~and production decisions~~operations.

~~There~~Our operations isare ~~substantial~~subject ~~doubt~~to the usual hazards inherent in exploring for minerals, such as general accidents, explosions, chemical exposure and cratering. The occurrence of these or similar events could result in the suspension of operations, damage to or destruction ~~whether~~of wethe ~~can~~equipment ~~continue~~involved asand ainjury ~~going~~or ~~concern~~death to personnel. Operations also may be suspended because of machinery breakdowns, abnormal climatic conditions, failure of subcontractors to perform or supply goods or services or personnel shortages. The occurrence of any such contingency would require us to incur additional costs, which would adversely affect our business. In addition, milling operations are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

~~We had a working capital deficit of $1,391,729~~Damage ~~and~~to anthe ~~accumulated~~environment ~~deficit~~could ofalso ~~$2,746,274~~result asfrom ofour ~~September 30, 2013~~operations. ~~These~~ ~~factors~~If ~~among~~our ~~others~~business ~~indicate~~is ~~that~~involved ~~there~~in ~~is substantial~~one ~~doubt~~or asmore toof ~~whether~~these hazards, we may be ~~able~~subject to ~~continue~~claims asof a ~~going~~significant ~~concern. The~~size ~~accompanying consolidated financial statements do not include any adjustments~~ that ~~might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment~~ could ~~become~~force ~~devalued~~us orto ~~even~~cease ~~worthless~~our operations.

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our ~~proposed~~cost of doing business ~~plan~~may ~~involves~~be materially affected by the ~~acquisition~~regulatory ~~of additional~~burden on the mineral ~~claims~~industry. Although we intend to substantially comply with all applicable laws and regulations, ~~for~~because ~~which~~these werules doand ~~not~~regulations ~~currently~~frequently ~~have~~are amended or interpreted, we cannot predict the ~~resources~~future cost or impact of complying with these laws.

WeEnvironmental enforcement ~~currently~~efforts dowith ~~not~~respect ~~have resources~~ to ~~fund acquisitions of additional~~ mineral ~~claims.~~operations Wehave ~~will~~increased ~~need~~over tothe ~~monetize~~years, ~~our~~and ~~existing~~it ~~claims~~is orpossible ~~obtain~~that ~~additional~~regulations ~~financing~~could expand ~~to,~~and ~~among~~have ~~other~~a ~~things,~~greater ~~fund~~impact ~~any~~on future ~~exploration,~~ ~~mining~~mineral ~~and~~exploration ~~drilling~~operations. ~~projects~~Although ~~that~~our wemanagement ~~attempt~~intends to ~~undertake~~comply ~~and~~with ~~for general working capital purposes. Any additional~~all ~~equity~~legislation ~~financing~~and/or ~~may~~actions beof ~~dilutive~~local, toprovincial, ~~our~~state ~~shareholders~~ and ~~any~~federal ~~such~~governments, ~~additional~~non-compliance ~~equity~~with ~~securities~~applicable ~~may~~regulatory ~~have rights, preferences or~~requirements ~~privileges~~could ~~that~~subject ~~are~~us ~~senior~~ to ~~those~~penalties, offines ~~the~~and ~~common~~regulatory ~~stock. Debt financing~~actions, ifthe ~~available,~~costs ~~will require payment~~ of ~~interest~~which ~~and may involve restrictive covenants that~~ could ~~impose~~harm ~~limitations on~~ our ~~operating~~results ~~flexibility~~of operations. We cannot ~~assure you that additional~~ ~~funds will~~ be ~~available~~sure ~~when~~that ~~and~~our ifproposed ~~needed~~business ~~from~~operations ~~any source or, if available,~~ will benot ~~available~~violate onenvironmental ~~terms~~laws ~~that are acceptable to us. Further, we may incur substantial costs~~ in ~~pursuing~~the future. ~~capital~~In ~~and/or financing~~addition, ~~including~~we ~~investment~~face ~~banking fees, legal~~potential ~~fees,~~exposure ~~accounting~~due ~~fees,~~to ~~printing~~fines and ~~distribution~~currently ~~expenses~~unresolved ~~and~~removal ~~other~~obligations ~~costs.~~imposed ~~Our ability to obtain needed financing may be impaired~~ by ~~such factors as~~ the ~~condition~~Ontario Ministry of the ~~capital~~Environment ~~markets,~~on ~~our capital structure,~~ the ~~lack~~former owner of ~~a market for~~ our ~~shares~~site. ofIf ~~common~~the ~~stock, and~~former ~~our~~owner ~~lack~~defaults ofon ~~revenues~~its ~~and~~obligations ~~profitability,~~under ~~all~~this oforder ~~which~~we ~~could~~may ~~impact~~face ~~the~~liabilities ~~availability~~and orexpenses ~~cost of future financings. If we are~~that ~~unable~~may tohave ~~raise~~a ~~capital~~material oradverse ~~sufficient~~effect ~~capital~~on ~~to meet~~ our ~~needs on acceptable terms or at all~~liquidity, wefinancial ~~could~~condition ~~forfeit our mineral property interests~~ and~~/or~~ ~~reduce or terminate operations~~prospects. InSee ~~addition, and as is~~ also ~~disclosed~~“Legal ~~in our financial statements, these matters~~Proceedings” ~~raise~~elsewhere ~~substantial~~in ~~doubt~~this ~~about our ability to continue as a going concern~~report.

~~Because~~Page ~~our~~| business involves numerous operating hazards, we may be subject to claims of a significant size, which would cost a significant amount of funds and resources to rectify. This could force us to cease our operations.11

Our operations and properties are subject to ~~the~~extensive ~~usual~~laws ~~hazards~~and ~~inherent~~regulations ~~in exploring~~relating ~~for~~to ~~minerals~~environmental protection, ~~such~~including asthe ~~general~~generation, storage, ~~accidents~~handling, ~~explosions~~emission, ~~chemical~~transportation ~~exposure~~ and ~~cratering.~~discharge ~~The occurrence~~ of ~~these~~materials orinto ~~similar events could result in~~ the ~~suspension of operations~~environment, ~~damage~~and relating to orhealth ~~destruction of the equipment involved~~ and ~~injury or death to personnel~~safety. These ~~Operations~~laws ~~also~~and regulations may bedo ~~suspended~~any ~~because~~ of ~~machinery~~the ~~breakdowns,~~following: ~~abnormal~~(i) ~~climatic~~require ~~conditions,~~the ~~failure~~acquisition of ~~subcontractors to~~a ~~perform~~permit or ~~supply~~other ~~goods~~authorization orbefore exploration ~~services~~commences; or(ii) ~~personnel~~restrict ~~shortages.~~the ~~The~~types, ~~occurrence~~quantities and concentration of ~~any~~various ~~such~~substances ~~contingency~~that ~~would~~can ~~require~~be usreleased toin ~~incur~~the ~~additional~~environment ~~costs,~~in ~~which~~connection ~~would~~with ~~adversely~~exploration ~~affect~~activities; ~~our~~(iii) ~~business.~~limit Inor ~~addition,~~prohibit ~~milling~~mineral ~~operations~~exploration ~~are~~on ~~subject~~certain tolands ~~various~~lying ~~hazards, including,~~within ~~without limitation~~wilderness, ~~equipment~~wetlands ~~failure~~ and ~~failure~~other ofprotected ~~retaining~~areas; ~~dams~~(iv) ~~around~~require ~~tailings~~remedial ~~disposal~~measures ~~areas,~~to ~~which~~mitigate ~~may~~pollution ~~result~~from informer ~~environmental~~operations; and (v) impose substantial liabilities for pollution ~~and~~resulting ~~legal~~from ~~liability~~our proposed operations.

12The exploration and development of mineral reserves are subject to all of the usual hazards and risks associated with such activities, which could result in damage to life or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated on a map, or other conditions may be encountered in the gathering of samples and information, and could delay our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and there is no assurance that we will obtain such insurance in the future. There are also risks against which we may be unable, or may elect not to insure. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our financial position, future earnings, and/or competitive position.

~~Damage~~We may tonot ~~the~~be ~~environment~~able ~~could~~to ~~also~~compete ~~result~~with ~~from~~current ~~our~~and ~~operations. If~~potential ~~our~~mining ~~business~~exploration isand ~~involved~~development incompanies, ~~one~~some ~~or more~~ of ~~these~~whom ~~hazards,~~have wegreater resources ~~may~~and beexperience ~~subject~~than towe ~~claims~~do ofin adeveloping ~~significant~~mineral ~~size that could force us to cease our operations~~reserves.

~~Mineral~~The natural resource ~~exploration~~market is intensely competitive, ~~production~~highly fragmented and ~~related~~subject ~~operations are~~to ~~subject~~rapid change. Our business plan includes plans to ~~extensive~~acquire ~~rules~~additional ~~and~~mineral ~~regulations~~claims ofin ~~federal,~~the ~~provincial,~~future ~~state~~after we have raised sufficient additional financing and/or ~~local~~generated ~~agencies~~capital by monetizing our current interests and assets. ~~Failure~~However, we may be unable to ~~comply~~obtain ~~with~~additional ~~these~~financing ~~rules~~or monetize our current interests and ~~regulations~~assets, ~~can~~and, ~~result~~even inif ~~substantial~~we ~~penalties.~~are ~~Our~~able ~~cost~~to ofdo ~~doing~~so, ~~business~~we may be ~~materially~~unable ~~affected~~to bycompete ~~the~~successfully ~~regulatory~~with ~~burden~~our existing competitors onor ~~the~~with ~~mineral~~any ~~industry.~~new ~~Although~~competitors wein ~~intend~~acquiring toadditional ~~substantially~~assets. ~~comply~~We ~~with~~will ~~all~~be ~~applicable~~competing ~~laws~~with many exploration and ~~regulations~~development companies that have significantly greater personnel, ~~because~~financial, ~~these~~managerial ~~rules~~ and ~~regulations~~technical ~~frequently~~resources ~~are~~than ~~amended~~we ordo. ~~interpreted,~~This wecompetition ~~cannot~~from ~~predict~~other companies ~~the~~with ~~future~~greater ~~cost~~resources orand ~~impact~~reputations ofmay ~~complying~~result ~~with~~in ~~these~~our ~~laws~~failure to maintain or expand our business.

~~Environmental enforcement efforts with respect to mineral operations~~We ~~have~~are ~~increased~~heavily ~~over~~dependent ~~the years, and it is possible that regulations could expand and have a greater impact~~ on ~~future mineral exploration operations. Although~~ our management ~~intends to comply with all legislation~~ and~~/or~~ ~~actions~~a loss of ~~local,~~any ~~provincial,~~member ~~state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs~~ of ~~which could harm~~ our ~~results~~management, ofparticularly ~~operations~~J. WeDuncan ~~cannot~~Reid, ~~be sure that~~ our ~~proposed~~chief ~~business operations will not violate~~executive ~~environmental~~officer ~~laws in the future. In addition, we face potential exposure due to fines~~ and ~~currently~~chairman ~~unresolved removal obligations imposed by the Ontario Ministry~~ of the ~~Environment~~board, onwould ~~the~~be ~~former~~severely ~~owner~~detrimental ofto our ~~site. If the former owner defaults on its obligations under this order we may face liabilities and expenses that may have a material adverse effect on our liquidity, financial condition and~~ prospects. ~~See also “Legal Proceedings” elsewhere in this report.~~

~~Our~~We have ~~operations~~a very limited management and ~~properties~~number ~~are~~of ~~subject~~employees. toWe ~~extensive~~are ~~laws and~~highly ~~regulations~~dependent ~~relating~~on toall ~~environmental~~members ~~protection~~of our management, ~~including~~in ~~the~~particular Jeffrey ~~generation,~~Duncan ~~storage~~Reid, ~~handling,~~our ~~emission,~~chief ~~transportation~~executive officer and ~~discharge~~ ofchief ~~materials~~financial ~~into~~officer and sole director. Our future performance will be substantially dependent on the ~~environment,~~continued ~~and~~services ~~relating~~of toour ~~health~~management and ~~safety.~~the ~~These~~ability ~~laws~~to retain and ~~regulations~~motivate ~~may~~them. doThe ~~any~~loss of the ~~following:~~ ~~(i)~~services ~~require~~of ~~the~~any ~~acquisition~~ of aour ~~permit~~officers or ~~other~~directors, ~~authorization~~particularly ~~before~~those ~~exploration~~of ~~commences;~~Mr. ~~(ii)~~Reid, ~~restrict~~would ~~the~~materially ~~types,~~and ~~quantities~~adversely affect our business and ~~concentration~~operations. ofIf ~~various~~he ~~substances~~were ~~that~~to resign, there can be ~~released~~no inassurance ~~the~~that ~~environment~~we incould ~~connection~~replace him with ~~exploration~~qualified ~~activities;~~individuals ~~(iii) limit~~in a timely or ~~prohibit~~economic ~~mineral~~manner, ~~exploration~~if onat ~~certain~~all. ~~lands~~At ~~lying~~the ~~within~~present ~~wilderness~~time, ~~wetlands~~we ~~and~~do ~~other~~not ~~protected~~maintain ~~areas;~~any ~~(iv)~~“key-man” ~~require remedial~~life ~~measures~~insurance policies. Our inability to ~~mitigate~~attract ~~pollution~~and ~~from~~retain ~~former~~capable ~~operations;~~leaders and ~~(v)~~key ~~impose~~management ~~substantial~~and ~~liabilities~~professional ~~for~~personnel ~~pollution~~could ~~resulting~~have a material adverse effect ~~from~~on our ~~proposed~~business, financial condition and/or results of operations.

~~The exploration and development of mineral reserves are subject~~Defective title to ~~all~~our ofassets ~~the usual hazards and risks associated with such activities, which~~ could ~~result~~have ina ~~damage~~material toadverse ~~life~~effect ~~or property, environmental damage, and possible legal liability for any or all damages. Difficulties, such as unusual or unexpected rock formations encountered by workers but not indicated~~ on ~~a map, or other conditions may be encountered in the gathering of samples and information, and could delay~~ our exploration program. Even though we are at liberty to obtain insurance against certain risks in such amounts we deem adequate, the nature of those risks is such that liabilities could exceed policy limits or be excluded from coverage. We do not currently carry insurance to protect against these risks and ~~there~~exploitation ~~is no assurance that we will obtain such insurance in the future~~activities. There are also risks against which we may be unable, or may elect not to insure. The costs, which could be associated with any liabilities, not covered by insurance or in excess of insurance coverage or compliance with applicable laws and regulations may cause substantial delays and require significant capital outlays, adversely affecting our financial position, future earnings, and/or competitive position.

There are uncertainties as to title matters in the mining industry. We ~~may~~believe ~~not~~we behave ~~able~~good title to ~~compete~~our ~~with~~assets; ~~current~~however, ~~and~~any ~~potential~~defects ~~mining~~in ~~exploration~~such titles that cause us to lose our rights in these mineral properties would seriously jeopardize our planned business operations. We have investigated our rights to explore, exploit and ~~development~~develop ~~companies~~our assets in manners consistent with industry practice and, ~~some~~to the best of ~~whom~~our ~~have~~knowledge, ~~greater~~those ~~resources~~rights ~~and~~are ~~experience~~in ~~than~~good standing. However, we docannot guarantee that the title to or our rights to explore, exploit and develop our assets will not be challenged by third parties or governmental agencies. In addition, there can be no assurance that our assets are not subject to prior unregistered agreements, transfers or claims. Our title may be affected by undetected defects. A successful challenge to our title to our properties could result in ~~developing~~our ~~mineral~~being unable to operate on our ~~reserves~~property as anticipated or being unable to enforce our rights with respect to our property which could have a material adverse effect on the Company.

~~The natural resource market is intensely competitive, highly~~At ~~fragmented and subject to rapid change. Our business plan includes plans to acquire additional mineral claims in~~ the ~~future~~present ~~after we~~time ~~have raised sufficient additional financing and/or generated capital by monetizing our current interests and assets. However,~~ we ~~may be unable to obtain additional financing or monetize our current interests and assets, and, even if we~~ are ~~able to do so, we may be~~ unable to ~~compete~~pay ~~successfully with our existing competitors or with~~ any ~~new competitors in acquiring additional assets~~dividends. We will be competing with many exploration and development companies that have significantly greater personnel, financial, managerial and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

13We have not paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that earnings, if any, which may be generated from operations will be used to finance our continued operations. Investors who anticipate the immediate need of cash dividends from their investment should refrain from purchasing any of our securities.

WePage ~~are~~| heavily dependent on our management and a loss of any member of our management, particularly J. Duncan Reid, our chief executive officer and chairman of the board, would be severely detrimental to our prospects.12

~~We have a very limited management and number of employees. We~~Risks ~~are~~Related highly dependent on all members of our management, in particular Jeffrey Duncan Reid, our chief executive officer and chief financial officer and sole director. Our future performance will be substantially dependent on the continued services of our management and the ability to ~~retain and motivate them. The loss of the services of any of~~ our officers or directors, particularly those of Mr. Reid, would materially and adversely affect our business and operations. If he were to resign, there can be no assurance that we could replace him with qualified individuals in a timely or economic manner, if at all. At the present time, we do not maintain any “key-man” life insurance policies. Our inability to attract and retain capable leaders and key management and professional personnel could have a material adverse effect on our business, financial condition and/or results of operations.Industry

~~Defective~~The prices ~~title~~of tonatural ~~our~~resources ~~assets~~are ~~could~~highly volatile and a decrease in metal prices can have a material adverse effect on our ~~exploration and exploitation activities~~business.

~~There~~The profitability ~~are~~of ~~uncertainties~~natural asresource tooperations ~~title~~are ~~matters~~directly inrelated to the ~~mining~~market ~~industry. We~~prices ~~believe~~of wethe ~~have~~underlying ~~good~~commodities. ~~title~~The tomarket prices ~~our~~of ~~assets;~~metals ~~however,~~fluctuate ~~any~~significantly ~~defects~~and inare ~~such~~affected ~~titles~~by ~~that~~a ~~cause~~number usof tofactors ~~lose~~beyond our ~~rights~~control, inincluding, ~~these~~but ~~mineral~~not limited ~~properties~~to, ~~would~~the ~~seriously~~rate ~~jeopardize~~of ~~our~~inflation, ~~planned~~the ~~business~~exchange ~~operations.~~rate Weof ~~have~~the ~~investigated~~dollar ~~our rights~~ to ~~explore~~other currencies, ~~exploit~~interest rates, and ~~develop~~ ~~our~~global ~~assets~~economic ~~in manners consistent with industry practice~~ and, topolitical conditions. ~~the~~Price ~~best~~fluctuations ~~of our knowledge, those rights are~~ in ~~good~~the ~~standing. However,~~metals wemarket ~~cannot~~from ~~guarantee that~~ the ~~title~~time toexploration orfor ~~our~~a ~~rights~~mine tois ~~explore,~~undertaken ~~exploit~~ and ~~develop~~the ~~our~~time ~~assets~~production can ~~will~~commence ~~not~~can besignificantly ~~challenged by~~affect ~~third~~the ~~parties~~profitability orof ~~governmental~~a ~~agencies~~mine. ~~In addition~~Accordingly, ~~there~~we ~~can~~may bebegin noto ~~assurance~~develop ~~that~~a ~~our~~minerals ~~assets~~property ~~are not subject to prior unregistered~~at ~~agreements,~~a ~~transfers~~time orwhen ~~claims.~~the ~~Our~~price ~~title~~of ~~may~~the beunderlying ~~affected~~metals bymake ~~undetected~~such ~~defects.~~exploration Aeconomically ~~successful~~feasible ~~challenge~~and, tosubsequently, ~~our~~incur ~~title~~losses ~~to our properties~~because ~~could~~metal ~~result~~prices inhave ~~our~~decreased. ~~being~~Adverse ~~unable~~fluctuations toof ~~operate~~metals onmarket ~~our~~prices ~~property~~may asforce ~~anticipated~~us ~~or being unable~~ to ~~enforce~~curtail ~~our~~or ~~rights~~cease ~~with respect to~~ our ~~property~~business ~~which could have a material adverse effect on the Company~~operations.

AtThe speculative ~~the~~price ~~present~~of ~~time~~natural weresources ~~are~~may ~~unable~~adversely toimpact ~~pay~~commercialization ~~any dividends~~efforts.

WeExploration and ~~have~~production ~~not~~is ~~paid~~highly ~~any~~speculative ~~cash~~and ~~dividends~~involves ~~and~~numerous donatural risks that may not ~~anticipate~~be ~~paying any~~overcome ~~cash~~by ~~dividends~~knowledge onand ~~our~~experience. In ~~common~~particular, ~~stock~~even inif ~~the~~we ~~foreseeable~~are ~~future.~~successful Wein ~~anticipate~~mining ~~that~~silver ~~earnings,~~and ifother ~~any~~deposits, for which ~~may~~no assurances can be ~~generated~~given, ~~from operations~~the commercialization will be ~~used~~dependent toupon ~~finance~~the ~~our~~existing ~~continued~~market ~~operations.~~price ~~Investors~~for ~~who~~gold ~~anticipate~~and ~~the~~other ~~immediate~~minerals, ~~need~~among ofother ~~cash~~factors. ~~dividends~~The ~~from~~market price of silver ~~their~~and ~~investment~~other ~~should~~minerals ~~refrain~~has ~~from~~historically ~~purchasing~~been ~~any~~unpredictable, and subject to wide fluctuations. The decline in the price of ~~our~~silver ~~securities~~and other minerals could render a discovered property uneconomic for unpredictable periods of time.

~~Risks~~Mining operations ~~Related~~generally toinvolve ~~our~~a ~~Industry~~high degree of risk.

~~The~~Mining operations ~~prices~~are subject to all the hazards and risks normally encountered in the exploration, development and production of ~~natural~~base or ~~resources~~precious ~~are~~metals, ~~highly~~including ~~volatile~~unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding aand ~~decrease~~other conditions involved in ~~metal~~the ~~prices~~drilling ~~can~~and ~~have~~removal aof material, ~~adverse~~any ~~effect~~of onwhich ~~our~~could ~~business~~result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.

~~The profitability of natural resource operations are directly~~If ~~related~~any ~~to the market prices~~ of ~~the~~these ~~underlying~~risks ~~commodities. The market prices of metals fluctuate significantly~~ and ~~are~~hazards ~~affected by~~adversely aaffects ~~number~~our ofoperations ~~factors~~or ~~beyond~~ our ~~control,~~exploration ~~including~~activities, ~~but~~they ~~not~~may: ~~limited~~(i) ~~to,~~increase the ~~rate~~ cost of ~~inflation,~~exploration ~~the~~to ~~exchange~~a ~~rate~~point ofwhere ~~the~~it ~~dollar to~~is ~~other~~no ~~currencies,~~longer ~~interest~~economically ~~rates,~~feasible ~~and~~to ~~global~~continue ~~economic~~operations; ~~and~~(ii) ~~political~~require ~~conditions.~~us ~~Price~~to ~~fluctuations~~write indown the ~~metals market from~~ ~~the~~carrying ~~time~~value ~~exploration~~of ~~for~~one aor ~~mine~~more ismines ~~undertaken~~or ~~and~~a ~~the~~property; ~~time~~(iii) ~~production~~cause ~~can~~delays ~~commence~~or ~~can~~a ~~significantly~~stoppage ~~affect~~in the ~~profitability~~exploration of a ~~mine.~~minerals; ~~Accordingly,~~(iv) weresult in ~~may~~damage ~~begin~~ to ~~develop~~or adestruction ~~minerals~~of ~~property~~mineral atproperties aor ~~time~~processing ~~when~~facilities; ~~the~~and ~~price~~(v) ofresult ~~the~~in ~~underlying~~personal ~~metals~~injury, ~~make~~death ~~such~~or ~~exploration~~legal ~~economically~~liability. ~~feasible~~Any ~~and,~~or ~~subsequently,~~all ~~incur~~of ~~losses~~these ~~because~~adverse ~~metal~~consequences ~~prices~~may have ~~decreased.~~a ~~Adverse~~material ~~fluctuations~~adverse ofeffect ~~metals~~on ~~market prices~~our ~~may~~financial ~~force~~condition, usresults toof operations, ~~curtail~~and orfuture ~~cease~~cash ~~our business operations~~flows.

~~The~~Increased insurance ~~speculative~~risk ~~price~~could ofnegatively ~~natural~~affect ~~resources~~our ~~may adversely impact commercialization efforts~~business.

~~Exploration~~ Insurance and ~~production~~surety iscompanies ~~highly~~may ~~speculative~~take ~~and~~actions ~~involves numerous natural risks~~ that ~~may~~could ~~not~~negatively beaffect ~~overcome~~our byproposed ~~knowledge~~business, ~~and~~including ~~experience.~~increasing Ininsurance ~~particular~~premiums, requiring ~~even~~higher ifself-insured weretentions ~~are successful in mining silver~~ and ~~other deposits~~deductibles, ~~for~~requiring ~~which~~additional nocollateral ~~assurances~~or ~~can~~covenants beon ~~given~~surety bonds, ~~the~~reducing limits, ~~commercialization~~restricting ~~will~~coverage, beimposing ~~dependent~~exclusions, ~~upon~~and ~~the~~refusing ~~existing~~to ~~market price~~underwrite ~~for~~certain ~~gold~~risks and ~~other~~classes ~~minerals,~~of ~~among other factors~~business. ~~The~~Any ~~market price~~ of ~~silver and other minerals has historically been unpredictable,~~these ~~and~~would ~~subject~~adversely toaffect ~~wide~~our ~~fluctuations.~~ability ~~The decline~~ in the ~~price~~future ofto ~~silver~~obtain ~~and~~appropriate ~~other~~insurance ~~minerals~~coverage ~~could~~at ~~render~~reasonable acosts ~~discovered~~which ~~property~~would ~~uneconomic~~have ~~for~~a ~~unpredictable~~material ~~periods~~adverse ofeffect ~~time~~on our business.

14Our operations could be adversely affected by changes in mining laws related to royalties, net profit payments, land and mineral ownership.

~~Mining~~Our operations could be adversely affected by changes in mining laws related to royalties, net profit payments, land and mineral ownership and similar matters. Major changes to the mining laws of the jurisdictions in which we own mining properties may be considered from time to time. If these legislative changes, which may relate to, among other things, environmental matters, reclamation, royalty fees or net profit payments, are enacted in the future, they could have a significant effect on the ownership, use, operation and profitability of mining claims that we own or hold, and any amendment to current laws and regulations governing our rights and obligations, including in respect of the payment of royalties, net profits interests, reclamation or similar amounts, in jurisdictions in which we have operations, ~~generally~~could ~~involve~~have a ~~high~~material ~~degree~~adverse impact on our financial condition and/or results of ~~risk~~operations.

~~Mining~~Page ~~operations~~| are subject to all the hazards and risks normally encountered in the exploration, development and production of base or precious metals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining operations could also experience periodic interruptions due to bad or hazardous weather conditions and other acts of God. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailing disposal areas, which may result in environmental pollution and consequent liability.13

~~If any of these risks and hazards adversely affects our operations~~Our ~~or our exploration activities, they may: (i) increase the cost of exploration to a point where it is no longer economically feasible to continue~~ operations; ~~(ii)~~are ~~require~~subject us to ~~write~~permitting down the carrying value of one or more mines or a property; (iii) cause delays or a stoppage in the exploration of minerals; (iv) result in damage to or destruction of mineral properties or processing facilities; and (v) result in personal injury, death or legal liabilityrequirements. ~~Any or all of these adverse consequences may have a material adverse effect on our financial condition, results of operations, and future cash flows.~~

~~Increased~~Our operations ~~insurance~~are ~~risk~~subject to licensing and permitting requirements which could ~~negatively~~require ~~affect~~us to delay, suspend or terminate our operations. Our operations, including but not limited to any exploitation program, require permits from the Ontario provincial government. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration and/or exploitation, may be materially and adversely affected. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of our assets, which could adversely impact our operations and profitability. Such licenses and permits are subject to change in various circumstances. Failure to comply with applicable laws and regulations may result in injunctions, fines, suspensions or revocation of permits and licenses, and other penalties. There can be no assurance that we have been or will be at all times in compliance with all such laws and regulations and with its licenses and permits or that we have all required licenses and permits in connection with our operations. We may be unable to timely obtain, renew or maintain in the future all necessary licenses and permits that may be required to explore and develop our property, commence construction or operation of milling facilities or to maintain continued operations that economically justify the cost.

~~Insurance~~We are ~~and~~subject ~~surety~~to ~~companies~~Canadian ~~may~~governmental ~~take~~regulations ~~actions~~ that ~~could~~may ~~negatively affect~~limit our ~~proposed business~~operations, ~~including~~increase ~~increasing~~our ~~insurance~~expenses ~~premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral~~ or ~~covenants~~subject onus ~~surety bonds, reducing limits, restricting coverage, imposing exclusions, and refusing~~ to ~~underwrite certain risks and classes of business~~liability. ~~Any of these would adversely affect our ability in the future to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our business.~~

Our operations ~~could~~are besubject ~~adversely~~to ~~affected~~Canadian ~~by changes in mining~~ laws ~~related to royalties~~, ~~net~~ordinances ~~profit~~and ~~payments~~regulations regarding, ~~land~~among ~~and~~other ~~mineral ownership.~~things:

~~Our~~● ~~operations~~Environmental ~~could be adversely affected by changes in mining laws related to royalties~~matters, ~~net~~including ~~profit payments, land and mineral ownership and similar matters. Major changes to~~ the ~~mining~~presence ~~laws~~ of ~~the~~hazardous jurisdictions in which we own mining properties may be considered from time to time. If these legislative changes, which may relate to, among other things, environmental matters, reclamation, royalty fees or ~~net~~toxic ~~profit~~substances; ~~payments,~~● ~~are~~Land ~~enacted~~preservation; in● ~~the future,~~Health ~~they could have a significant effect on the ownership, use, operation~~ and ~~profitability~~safety; ~~of mining claims that we own or hold,~~ and ~~any~~● ~~amendment to current laws and regulations governing our rights and obligations~~Zoning, ~~including~~land inuse respect of the payment of royalties, net profits interests, reclamation or similar amounts, in jurisdictions in which we have operations, could have a material adverse impact on our financial condition and~~/or~~ ~~results~~other ~~of operations~~entitlements.

~~Our~~In developing ~~operations~~any ~~are~~project ~~subject~~in Canada, we may be required to ~~permitting~~obtain ~~requirements.~~the approval of numerous Canadian governmental authorities (and others) regulating matters such as:

~~Our~~● ~~operations~~Installation ~~are~~of ~~subject~~utility toservices ~~licensing~~such ~~and~~as ~~permitting requirements which could require us to delay~~gas, ~~suspend or terminate our operations. Our operations~~electric, ~~including~~water but not limited to any exploitation program, require permits from the Ontario provincial government. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and ~~business~~waste ~~plan~~disposal; ~~for~~● ~~exploration~~Permitted ~~and/or~~land ~~exploitation,~~uses; ~~may be materially~~ and ~~adversely~~● ~~affected.~~The ~~Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of our assets~~design, ~~which~~methods ~~could adversely impact our operations~~ and ~~profitability.~~materials ~~Such~~used ~~licenses and permits are subject to change~~ in ~~various~~the ~~circumstances.~~exploration ~~Failure to comply with applicable laws~~ and ~~regulations~~mining ~~may~~for ~~result~~previous inmetals ~~injunctions, fines, suspensions or revocation of permits~~ and ~~licenses, and~~ other ~~penalties~~minerals. There can be no assurance that we have been or will be at all times in compliance with all such laws and regulations and with its licenses and permits or that we have all required licenses and permits in connection with our operations. We may be unable to timely obtain, renew or maintain in the future all necessary licenses and permits that may be required to explore and develop our property, commence construction or operation of milling facilities or to maintain continued operations that economically justify the cost.

15We may not now or in the future be in compliance with all regulatory requirements. If we are not in compliance with these regulatory requirements, we will be subject to penalties or forced to incur significant expenses to cure any noncompliance. In addition, some of the land that we could in the future acquire if we will at such time have the requisite resources and ability, may not have received planning approvals or entitlements necessary for planned or future development. Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our business, results of operations, financial condition and future prospects.

WeRisks Related ~~are subject~~ to ~~Canadian governmental regulations that may limit~~ our ~~operations,~~Shares ~~increase~~of ~~our~~Common ~~expenses or subject us to liability.~~Stock

Our ~~operations are subject to Canadian laws, ordinances and~~ ~~regulations~~stock ~~regarding,~~price ~~among~~may ~~other~~be ~~things:~~volatile.

·Our stock ~~Environmental~~price ~~matters~~may be volatile and as a result investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general, ~~including~~the value of any investment could decline due to the ~~presence~~impact of ~~hazardous~~any orof ~~toxic~~the ~~substances;~~following factors upon the market price of our common stock:

·● ~~Land~~Changes ~~preservation~~in the worldwide price for silver and other minerals; ● Disappointing results from our exploration and drilling efforts; ● Fluctuation in production costs that make exploration or milling uneconomical; ● Unanticipated variations in grade and other geological problems; ● Unusual or unexpected rock formations; ● Failure to reach commercial production or producing at lower rates than those targeted; ● Decline in demand for our common stock; ● Downward revisions in securities analysts’ estimates or changes in general market conditions; ● Investor perception of our industry or our company; and/or ● General economic trends.

·Page ~~Health~~| ~~and safety; and~~14

~~· Zoning~~In addition, ~~land~~stock ~~use~~markets have experienced extreme price and ~~other~~volume ~~entitlements~~fluctuations and the market price of securities has been highly volatile. These fluctuations are often unrelated to asset value and may have a material adverse effect on the market price of our common stock. As a result, investors may be unable to resell their shares at a fair price.

InOur Common ~~developing~~Stock ~~any~~is ~~project~~quoted inon ~~Canada,~~the weOTC ~~may~~Bulletin beBoard ~~required to~~(the ~~obtain~~“OTCBB”) ~~the~~which ~~approval~~may ofhave ~~numerous~~an ~~Canadian~~unfavorable ~~governmental~~impact ~~authorities~~on (our stock price and liquidity.

~~others)~~Our common ~~regulating~~stock ~~matters~~is ~~such~~quoted ~~as:~~on the OTCBB, which is a significantly more limited trading market than the New York Stock Exchange or The NASDAQ Stock Market. The quotation of the Company’s shares on the OTCBB may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

·There is ~~Installation~~limited ofliquidity ~~utility~~on ~~services~~the ~~such~~OTCBB aswhich ~~gas,~~may ~~electric,~~result ~~water~~in stock price volatility and ~~waste~~inaccurate ~~disposal;~~quote information.

·When fewer ~~Permitted~~shares ~~land~~of ~~uses;~~a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.

·Our common ~~The~~stock ~~design~~is extremely thinly traded, ~~methods~~so ~~and~~you ~~materials~~may ~~used~~be inunable ~~the~~to ~~exploration~~sell ~~and~~at ~~mining~~or ~~for~~near ~~previous~~asking ~~metals~~prices ~~and~~or ~~other~~at ~~minerals~~all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

WeThough our Common Stock is listed on the OTCBB, there is little to no market for our Common Stock. Investors may ~~not~~have ~~now~~to orbear the economic risk of an investment in the ~~future~~Company for an indefinite period of time. Future trading volume may be inlimited ~~compliance~~by ~~with~~the fact that many ~~all~~major ~~regulatory~~institutional ~~requirements.~~investment Iffunds, weincluding ~~are~~mutual funds, as well as individual investors follow a policy of not investing in ~~compliance~~OTCBB ~~with~~stocks ~~these~~and ~~regulatory~~certain ~~requirements,~~major webrokerage ~~will~~firms berestrict ~~subject~~their tobrokers ~~penalties~~from ~~or forced~~recommending toOTCBB ~~incur~~stocks ~~significant~~because ~~expenses~~they toare ~~cure~~considered speculative, ~~any~~volatile ~~noncompliance~~and thinly traded. InThe ~~addition,~~OTCBB ~~some~~market ofis ~~the~~an ~~land~~inter-dealer ~~that~~market wemuch ~~could~~less inregulated than the ~~future~~major ~~acquire~~exchanges ifand weour ~~will~~common atstock ~~such~~is ~~time~~subject ~~have~~to ~~the~~abuses, ~~requisite~~volatility ~~resources~~ and ~~ability~~shorting. Thus, ~~may~~there ~~not~~is ~~have~~currently ~~received~~no ~~planning~~broadly ~~approvals~~followed orand ~~entitlements necessary~~established trading market for ~~planned~~the orCompany’s ~~future~~common ~~development~~stock. ~~Failure~~An toestablished ~~obtain~~trading ~~entitlements~~market ~~necessary~~may ~~for~~never ~~development~~develop onor abe ~~timely~~maintained. ~~basis~~Active trading ormarkets togenerally ~~the~~result ~~extent desired~~in ~~would~~lower ~~adversely~~price ~~affect~~volatility ~~our~~and ~~business,~~more ~~results~~efficient execution of ~~operations,~~buy ~~financial~~and ~~condition~~sell ~~and~~orders. ~~future~~Absence ~~prospects~~of an active trading market reduces the liquidity of the shares traded there.

~~Risks~~The trading ~~Related~~volume of our common stock has been and may continue to be extremely limited and sporadic. As a result of such trading activity, the quoted price for the Company’s common stock on the OTCBB may not necessarily be a reliable indicator of its fair market value. Further, if we cease to be quoted, holders would find it more difficult to dispose of our ~~Shares~~common stock or to obtain accurate quotations as to the market value of ~~Common~~the ~~Stock~~Company’s common stock and as a result, the market value of our common stock likely would decline.

~~Our~~In addition, the stock market in general, and the market for mining companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may beadversely ~~volatile~~affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources. We may not have complied in the past with federal and/or state securities laws and regulations, which could potentially result in litigation, penalties and/or fines, other substantial costs and expenses and a substantial diversion of management’s attention and resources.

~~Our~~Because we ~~stock~~became ~~price~~public ~~may~~by bemeans ~~volatile~~of ~~and as~~ a ~~result~~“reverse ~~investors could lose all or part of their investment. In addition to volatility associated with over-the-counter securities in general~~merger,” ~~the~~we ~~value of~~may ~~any~~not ~~investment~~be ~~could~~able ~~decline due~~ to ~~the~~attract ~~impact of any of~~ the ~~following~~attention ~~factors upon the market price~~ of ~~our~~major ~~common~~brokerage ~~stock:~~firms.

·Additional risks ~~Changes~~may inexist since we have become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the ~~worldwide~~purchase ~~price~~of ~~for~~our ~~silver~~common ~~and~~stock. We ~~other~~cannot ~~minerals;~~assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

·Page ~~Disappointing~~| ~~results from our exploration and drilling efforts;~~15

·The sale ~~Fluctuation~~of insecurities ~~production~~by ~~costs~~us ~~that~~in ~~make~~any ~~exploration~~equity or ~~milling~~debt ~~uneconomical;~~financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

·Any sale ~~Unanticipated~~of ~~variations~~common stock by us in ~~grade~~a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor. In order to do so, or to finance the cost of our other ~~geological~~activities, ~~problems;~~we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

·Future sales ~~Unusual~~of orour ~~unexpected~~common ~~rock~~stock ~~formations;~~in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

·Future sales ~~Failure~~of toa ~~reach~~substantial ~~commercial~~number ~~production~~of shares of our common stock in the public market, or ~~producing~~the atperception ~~lower~~that ~~rates~~such ~~than~~sales ~~those~~may ~~targeted;~~occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

·We are ~~Decline~~subject into ~~demand~~penny ~~for~~stock regulations and restrictions and you may have difficulty selling shares of our common stock;.

·We are ~~Downward~~subject ~~revisions~~to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock rule.” Section 15(g) sets forth certain requirements for transactions in ~~securities~~penny ~~analysts’~~stock, ~~estimates~~and orRule ~~changes~~15g-9(d) incorporates the definition of “penny stock” that is found in ~~general~~Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a market ~~conditions;~~price less than $5.00 per share, subject to certain exceptions. We will be subject to the SEC’s penny stock rules.

·Since our ~~Investor~~Common ~~perception~~Stock is deemed to be penny stock, trading in the shares of our ~~industry~~common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or ~~our~~annual ~~company;~~income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of the Company’s stockholders to sell their shares of common stock.

·There can ~~General~~be ~~economic~~no ~~trends~~assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

~~In addition, stock markets have experienced extreme price and~~Because ~~volume~~we ~~fluctuations~~do ~~and~~not ~~the~~intend ~~market price of securities has been highly volatile. These fluctuations are often unrelated~~ to ~~asset value~~pay ~~and~~dividends, ~~may~~stockholders ~~have~~will abenefit ~~material~~from ~~adverse~~an ~~effect~~investment onin ~~the market price of~~ our ~~common~~Common ~~stock.~~Stock Asonly aif ~~result,~~it ~~investors~~appreciates ~~may be unable to resell~~in ~~their shares at a fair price~~value.

16We have never declared or paid any cash dividends on our Common Stock. For the foreseeable future, it is expected that earnings, if any, generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of the Company’s Common Stock. As a result, the success of an investment in our Common Stock will depend upon any future appreciation in its value. There is no guarantee that our Common Stock will appreciate in value.

~~Our~~Certain provisions ~~Common~~of ~~Stock~~Nevada islaw ~~quoted~~make onit ~~the~~more ~~OTC~~difficult ~~Bulletin~~for ~~Board~~a ~~(the “OTCBB”)~~third ~~which~~party ~~may~~to ~~have~~acquire anus ~~unfavorable~~and ~~impact~~make ona ~~our~~takeover ~~stock~~more ~~price~~difficult ~~and~~to ~~liquidity~~complete, even if such a transaction were in the stockholders’ interest.

~~Our~~Certain provisions ~~common~~of ~~stock~~Nevada isState ~~quoted~~law oncould have the ~~OTCBB,~~effect ~~which~~of ismaking ait ~~significantly~~ more ~~limited~~difficult ~~trading~~or ~~market~~more ~~than~~expensive ~~the~~for ~~New~~a ~~York~~third ~~Stock~~party ~~Exchange~~to acquire, or ~~The~~from ~~NASDAQ~~discouraging ~~Stock~~a ~~Market.~~third ~~The~~party ~~quotation~~from attempting to acquire, control of the Company’s, ~~shares on~~even ~~the~~when ~~OTCBB~~these attempts may ~~result~~be in athe best ~~less~~interests ~~liquid~~of ~~market~~our ~~available~~stockholders. ~~for~~For ~~existing~~example, ~~and~~Nevada ~~potential~~law ~~stockholders~~provides tothat ~~trade~~approval ~~shares~~of a majority of ~~our~~the ~~common stock,~~stockholders ~~could~~is ~~depress~~required to ~~the~~remove ~~trading~~a ~~price~~director, ofwhich ~~our~~may ~~common~~make ~~stock~~it ~~and~~more ~~could~~difficult ~~have~~for a ~~long-term~~third ~~adverse~~party ~~impact~~to ongain ~~our~~control ~~ability~~of tothe ~~raise~~Company. ~~capital in~~This provision limits the ~~future~~power of minority shareholders.

~~There~~Page is| ~~limited liquidity on the OTCBB which may result in stock price volatility and inaccurate quote information.~~16

~~When fewer shares of a security are being traded on the OTCBB,~~Compliance ~~volatility~~with ~~of prices may increase and price movement may outpace~~ the ~~ability~~reporting torequirements ~~deliver accurate quote information. Due to lower trading volumes in shares~~ of ~~our~~federal ~~common~~securities ~~stock,~~laws ~~there~~can ~~may~~ be ~~a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry~~expensive.

~~Our~~As a ~~common~~public ~~stock~~reporting iscompany ~~extremely~~in ~~thinly~~the ~~traded~~United States, sowe ~~you~~are ~~may~~subject to the information and reporting requirements of the Exchange beAct ~~unable~~and toother ~~sell~~federal atsecurities orlaws, ~~near~~and ~~asking~~the ~~prices~~compliance orobligations atof ~~all~~the ifSarbanes-Oxley ~~you~~Act. ~~need~~The tocosts ~~sell~~of ~~your~~preparing ~~shares~~and tofiling annual ~~raise~~and ~~money~~quarterly orreports ~~otherwise~~and ~~desire~~other information with the SEC and furnishing audited reports to ~~liquidate~~stockholders are substantial. ~~your~~In ~~shares~~addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.

~~Though our Common Stock is listed on the OTCBB, there is little~~Applicable toregulatory no market for our Common Stock. Investors may have to bear the economic risk of an investment in the Company for an indefinite period of time. Future trading volume may be limited by the fact that many major institutional investment fundsrequirements, including ~~mutual funds,~~those ascontained ~~well as individual investors follow a policy of not investing~~ in ~~OTCBB stocks~~ and ~~certain~~issued ~~major~~under ~~brokerage~~the ~~firms~~Sarbanes-Oxley ~~restrict their brokers from recommending OTCBB stocks because they are considered speculative~~Act, ~~volatile~~may ~~and~~make ~~thinly~~it ~~traded.~~difficult ~~The~~for ~~OTCBB~~us ~~market~~to isretain anor ~~inter-dealer~~attract ~~market~~qualified ~~much~~officers ~~less regulated than the major exchanges~~ and ~~our common stock is subject to abuses~~directors, ~~volatility~~which ~~and shorting.~~could ~~Thus,~~adversely ~~there~~affect isthe ~~currently~~management noof ~~broadly~~its ~~followed~~business and ~~established~~its ~~trading market for the Company’s common stock. An~~ability ~~established~~to ~~trading~~obtain ~~market may never develop~~ or beretain ~~maintained.~~listing ~~Active trading markets generally result in lower price volatility and more efficient execution~~ of ~~buy~~our ~~and~~Common ~~sell orders~~Stock. ~~Absence of an active trading market reduces the liquidity of the shares traded there.~~

~~The~~We may ~~trading~~be ~~volume~~unable ofto ~~our~~attract ~~common~~and ~~stock~~retain ~~has~~those ~~been~~qualified officers, directors and ~~may~~members ~~continue to~~of beboard ~~extremely~~committees ~~limited~~required ~~and~~to ~~sporadic.~~provide Asfor effective amanagement ~~result~~because of ~~such~~the ~~trading~~rules ~~activity,~~and ~~the~~regulations ~~quoted~~that ~~price~~govern ~~for~~publicly ~~the~~held ~~Company’s~~companies, ~~common~~including, ~~stock on~~but ~~the~~not ~~OTCBB~~limited ~~may~~to, certifications ~~not~~required ~~necessarily~~by beprincipal aexecutive ~~reliable~~officers. ~~indicator~~The enactment of ~~its~~the ~~fair~~Sarbanes-Oxley ~~market~~Act ~~value.~~has ~~Further,~~resulted ifin wethe ~~cease~~issuance of toa beseries ~~quoted,~~of ~~holders~~related ~~would find~~rules itand ~~more~~regulations ~~difficult~~and tothe ~~dispose~~strengthening of ~~our~~existing ~~common~~rules ~~stock~~and orregulations toby ~~obtain~~the ~~accurate quotations~~SEC, as towell as the adoption ~~market~~of ~~value~~new ofand ~~the~~more ~~Company’s common~~stringent rules by the stock ~~and~~exchanges. asThe aperceived ~~result,~~increased ~~the~~personal ~~market~~risk ~~value~~associated ofwith ~~our~~these ~~common~~changes may ~~stock~~deter ~~likely~~qualified ~~would~~individuals ~~decline~~from accepting roles as directors and executive officers.

~~In addition~~Further, some ~~the~~of ~~stock~~these ~~market~~changes inheighten ~~general, and~~ the ~~market~~requirements for ~~mining~~ ~~companies~~board inor ~~particular~~committee membership, ~~has~~particularly ~~experienced~~with ~~extreme~~respect ~~price~~to ~~and~~an ~~volume fluctuations that have often been unrelated or disproportionate~~individual’s toindependence from the ~~operating~~corporation ~~performance of such companies. Market~~ and ~~industry~~level ~~factors may adversely affect the market price~~ of ~~our~~experience ~~common stock,~~in ~~regardless~~finance ofand ~~our~~accounting ~~operating performance~~matters. InWe ~~the~~may ~~past,~~have ~~following~~difficulty ~~periods~~attracting and ofretaining ~~volatility~~directors inwith the ~~market~~requisite ~~price~~qualifications. ofIf awe ~~company’s securities,~~are ~~securities~~unable ~~class-action~~to ~~litigation~~attract ~~has~~and ~~often~~retain ~~been~~qualified ~~instituted.~~officers ~~Such~~and ~~litigation~~directors, ~~if instituted, could result in substantial~~ ~~costs~~the ~~and~~management ~~a diversion~~ of ~~management’s~~our ~~attention~~business and ~~resources.~~our Weability ~~may~~to ~~not~~obtain ~~have~~or ~~complied~~retain inlisting ~~the~~of ~~past~~our ~~with~~shares ~~federal~~of ~~and/or~~Common ~~state securities~~Stock ~~laws~~on ~~and~~any ~~regulations,~~stock ~~which~~exchange (assuming ~~could~~we ~~potentially~~elect ~~result~~to inseek ~~litigation, penalties~~ and~~/or~~ ~~fines,~~are ~~other~~successful ~~substantial~~in ~~costs and~~obtaining ~~expenses~~such ~~and~~listing) acould ~~substantial~~be ~~diversion~~adversely ~~of management’s attention and resources~~affected.

~~Because~~ If we ~~became~~fail ~~public~~to bymaintain ~~means~~an effective system of ainternal ~~“reverse merger~~controls,” we may not be able to ~~attract~~accurately report our financial results or detect fraud. Investors could lose confidence in our financial reporting and this may decrease the ~~attention~~trading price of ~~major~~our ~~brokerage firms~~Common Stock.

~~Additional~~Section 404 ~~risks~~of ~~may~~the ~~exist~~Sarbanes-Oxley ~~since~~Act we(“SOX”) ~~will~~requires ~~become~~an ~~public~~annual ~~through~~assessment by management of the effectiveness of the Company’s ainternal ~~“reverse~~control ~~merger~~over financial reporting.” ~~Securities~~The ~~analysts~~Company may fail to achieve and maintain the adequacy of ~~major~~its ~~brokerage~~internal ~~firms~~control over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not ~~provide~~be ~~coverage~~able to ofensure usthat ~~since~~it ~~there~~can isconclude ~~little~~on an ongoing basis that it has effective internal controls over financial reporting in accordance ~~incentive~~with toSection ~~brokerage~~404 ~~firms~~of SOX. We have been assessing our internal controls to ~~recommend~~identify ~~the~~areas ~~purchase~~that need improvement. The acquisition of ~~our~~Trio ~~common~~may ~~stock~~provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. WeAcquired ~~cannot~~companies, ~~assure~~such ~~you~~as ~~that~~Trio, ~~brokerage~~may ~~firms~~not ~~will~~have ~~want~~disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to ~~conduct~~the ~~any~~Company. ~~secondary~~Failure to ~~offerings~~maintain onan ~~behalf~~effective system of ~~our~~internal ~~company~~controls could harm the Company’s operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the ~~future~~trading price of the Company’s Common Stock.

17Our auditors are not required to issue a report on our internal control over financial reporting in our annual reports.

~~The~~Pursuant to ~~sale~~Section 404 of ~~securities~~the bySarbanes-Oxley usAct inof ~~any~~2002, ~~equity~~our ormanagement ~~debt~~is ~~financing~~responsible for establishing and maintaining adequate internal ~~could~~control ~~result~~structures inand ~~dilution~~procedures for financial reporting. Pursuant to ~~our~~Section ~~existing~~404 ~~stockholders~~of the Sarbanes-Oxley Act of 2002 and ~~have~~related temporary SEC rules, we are not required to include a ~~material~~report ~~adverse~~of ~~effect~~the Company’s registered public accounting firm on our ~~earnings~~internal control over financial reporting. We cannot be certain that if our auditors were required to perform an audit of our internal control over financial reporting, they would deliver their report without identifying areas for further attention or improvement, including material weaknesses.

~~Any~~Page ~~sale~~| of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.17

~~Future~~The price ~~sales~~ of our ~~common~~Common ~~stock~~Stock inmay ~~the~~become ~~public~~volatile, ~~market~~ which could ~~lower~~lead ~~the~~to ~~price~~losses ofby ~~our~~investors ~~common stock~~ and ~~impair~~costly ~~our ability to raise funds in future~~ securities ~~offerings~~litigation.

~~Future~~The trading ~~sales~~price of ~~a substantial number of shares of~~ our ~~common stock~~Common inStock ~~the~~is ~~public~~highly ~~market,~~volatile ~~or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock~~ and could ~~make~~fluctuate itin ~~more~~response ~~difficult for us~~ to ~~raise~~factors ~~funds~~such ~~in the future through a public offering of our securities.~~as:

We● ~~are~~actual ~~subject~~or toanticipated ~~penny~~variations ~~stock~~in ~~regulations~~our ~~and~~operating ~~restrictions and~~results; ~~you~~● ~~may~~announcements ~~have~~of ~~difficulty~~developments ~~selling~~by ~~shares~~us or our competitors; ● regulatory actions regarding our products; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● adoption of new accounting standards affecting the our ~~common~~industry; ~~stock~~● additions or departures of key personnel; ● sales of the our Common Stock or other securities in the open market; and ● other events or factors, many of which are beyond our control.

WeThe stock ~~are~~market is subject to ~~the~~significant ~~provisions~~price ~~of Section 15(g)~~ and ~~Rule~~volume ~~15g-9 of~~fluctuations. In the ~~Exchange Act~~past, ~~commonly~~following ~~referred~~periods toof asvolatility in the ~~“penny stock rule.” Section 15(g) sets forth certain requirements~~market ~~for~~price ~~transactions~~of ina ~~penny~~company’s ~~stock~~securities, ~~and~~securities ~~Rule~~class ~~15g-9(d)~~action ~~incorporates~~litigation ~~the~~has ~~definition~~often ofbeen ~~“penny~~initiated ~~stock”~~against ~~that~~such isa ~~found~~company. ~~in Rule~~Litigation ~~3a51-1~~initiated ofagainst ~~the~~us, ~~Exchange~~whether ~~Act.~~or ~~The~~not ~~SEC~~successful, ~~generally~~could ~~defines~~result ain ~~penny~~substantial ~~stock~~costs toand bediversion ~~any~~of ~~equity~~our ~~security~~management’s ~~that has a market price less than~~attention ~~$5.00~~and ~~per~~Company ~~share~~resources, ~~subject~~which tocould ~~certain~~harm ~~exceptions.~~our Webusiness ~~will~~and befinancial ~~subject to the SEC’s penny stock rules~~condition.

~~Since our Common Stock is deemed to be penny stock, trading~~ITEM ~~in the shares of our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors~~1B. ~~“Accredited~~UNRESOLVED ~~investors”~~STAFF are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of the Company’s stockholders to sell their shares of common stock.COMMENTS

~~There can be no assurance that our shares of common stock will~~Not ~~qualify for exemption from the Penny Stock Rule~~applicable. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

~~Because we do not intend to pay dividends, stockholders~~ITEM ~~will benefit from an investment in our Common Stock only if it appreciates in value~~2. PROPERTIES

~~We have never declared or paid any cash dividends on our Common~~Our ~~Stock.~~principal ~~For~~executive ~~the~~offices ~~foreseeable~~are ~~future,~~located itat is100 ~~expected~~King ~~that~~Street ~~earnings~~West, ifSuite ~~any~~5600, ~~generated from our operations will be used to finance the growth of our business~~Toronto, ~~and~~Ontario ~~that~~M5X ~~no dividends will be paid to holders of the Company’s Common Stock~~1C9. ~~As a result, the success of an investment in our Common Stock will depend upon any future appreciation in its value. There is no guarantee that our Common Stock will appreciate in value.~~

~~Certain~~Trio owns ~~provisions~~the ofDuncan ~~Nevada~~Kerr ~~law~~Property ~~make~~(the it“Property”), ~~more~~and ~~difficult for~~has afull ~~third~~rights ~~party~~and claims to ~~acquire~~the usProperty, ~~and~~which ~~make~~is acomprised of ~~takeover~~the ~~more~~following ~~difficult~~parcels toof ~~complete,~~land ~~even~~(and ifall ~~such~~structures aand ~~transaction~~equipment ~~were~~on inor ~~the~~associated ~~stockholders’ interest.~~with such parcels):

~~Certain provisions of Nevada State law could have the effect~~Property ofParcel making it more difficult or more expensive for a third party to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may be in the best interests of our stockholders. For example, Nevada law provides that approval of a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This provision limits the power of minority shareholders.1:

18PT E. 1/2 OF N 1/2, LOT 3, CON 4, Coleman Township, District of Temiskaming, Ontario, Canada.

~~Compliance with the reporting requirements of federal~~Patented ~~securities~~Claim ~~laws can be expensive.~~#1831NND

~~As a public reporting company in the United States, we are subject~~Property toParcel the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration statements and related documents with respect to the registration of resale of the Common Stock.2:

~~Applicable regulatory requirements, including those contained~~SW in1/4 ~~and~~OF ~~issued~~N ~~under~~1/2, ~~the~~LOT ~~Sarbanes-Oxley Act~~3, ~~may~~CON ~~make~~4, itColeman ~~difficult for us to retain or attract qualified officers and directors~~Township, ~~which~~ ~~could~~District ~~adversely affect the management~~ of ~~its~~Temiskaming, ~~business~~Ontario, ~~and its ability to obtain or retain listing of our Common Stock~~Canada.

~~We may be unable to attract and retain those qualified officers,~~Patented ~~directors~~Claim and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.#3694NND

~~Further, some of these changes heighten the requirements for~~The ~~board~~Property oris ~~committee~~located ~~membership,~~approximately ~~particularly~~3 ~~with~~km ~~respect~~southeast toof ~~an individual’s independence from~~ the ~~corporation~~town ~~and~~of ~~level~~Cobalt, ~~of experience~~Ontario in ~~finance~~Coleman ~~and accounting matters~~Township. WeA ~~may~~well ~~have~~maintained ~~difficulty~~municipal road ~~attracting~~ and ~~retaining~~power ~~directors~~line ~~with~~service the ~~requisite qualifications~~Property. If weThe ~~are~~Property ~~unable~~is tobounded ~~attract~~by ~~and~~UTM ~~retain~~NAD83 ~~qualified~~Z17T ~~officers~~coordinates ~~and~~365720E ~~directors,~~to ~~the~~381170E ~~management of our business~~ and ~~our ability~~ 5081510N to ~~obtain or~~5095375N. ~~retain~~The ~~listing~~Property ofconsists ~~our shares~~ of ~~Common~~2 ~~Stock~~contiguous onmining ~~any~~patents ~~stock~~totaling ~~exchange~~38 ha (~~assuming~~94 weacres) ~~elect~~in toarea. ~~seek~~Trio ~~and~~holds ~~are~~both ~~successful~~the ~~in obtaining~~surface ~~such~~and ~~listing)~~mineral ~~could~~rights beto ~~adversely~~both ~~affected~~of these claims.

IfThe Duncan weKerr ~~fail~~Property tois ~~maintain~~located anwithin ~~effective~~the ~~system~~Cobalt Embayment in the Southern Province of ~~internal~~the Canadian Shield. The oldest rocks ~~controls,~~on wethe ~~may~~Property ~~not~~are beArchean ~~able~~mafic volcanics that have been intruded by several lamprophyre dykes. These rocks have been unconformably overlain by Proterozoic age Huronian sediments. A large south-southeast dipping Nipissing diabase sill intrudes the Archean mafic volcanics and Huronian sediments. This sill is part of a domed Nipissing diabase sheet that is also exposed to ~~accurately~~the ~~report~~north ~~our~~of ~~financial~~the property ~~results~~and ordips ~~detect~~towards ~~fraud~~the north. ~~Investors~~Most ~~could~~of ~~lose~~the ~~confidence~~silver deposits in ~~our~~the Cobalt Camp (>450Moz Ag) are located proximal to the ~~financial~~Huronian-Archean ~~reporting~~unconformity and ~~this~~are ~~may~~spatially ~~decrease~~associated with the ~~trading~~Nipissing ~~price~~diabase sills. Most of ~~our~~the ~~Common~~historical ~~Stock~~production has been within 200m of the contacts of the diabase, making the geology on the Duncan Kerr Property a favorable setting for silver mineralization. This is supported by the historical production on the Property by the Kerr Lake and Lawson Mines that have combined produced estimates >30,000,000 oz of silver (Ag). (“Sabina, Ann P., 2000. Rocks and Minerals for the Collector: Cobalt-Belleterre-Timmins, Ontario and Quebec, GSC. Miscellaneous Report 57, 266 p.”; “Ontario Dept. of Mines, 1968, MRC No.10, Silver Cobalt Calcite Vein Deposits of Ontario, by A.O.Sergiades”, “http://www.mindat.org/article.php/1398/Exploring+Cobalt+The+Historic+Silver+Capital+of+Canada”)

~~Section~~Page ~~404~~| of the Sarbanes-Oxley Act (“SOX”) requires an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. The Company may fail to achieve and maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting in accordance with Section 404 of SOX. We have been assessing our internal controls to identify areas that need improvement. The acquisition of Trio may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies, such as Trio, may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company. Failure to maintain an effective system of internal controls could harm the Company’s operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of the Company’s Common Stock.18

~~Our~~ITEM ~~auditors~~2. ~~are~~PROPERTIES ~~not required to issue a report on our internal control over financial reporting in our annual reports.~~(continued)

~~Pursuant~~In to2012, ~~Section~~Trio ~~404~~had ofcompleted ~~the~~five ~~Sarbanes-Oxley~~(5) ~~Act of 2002, our~~diamond ~~management~~drill isholes ~~responsible~~to ~~for~~depths ~~establishing~~up ~~and~~to ~~maintaining~~187 ~~adequate internal control structures and procedures for financial reporting~~feet. ~~Pursuant~~ toAlso, ~~Section~~several ~~404~~trenches, oftotaling ~~the~~200m2in ~~Sarbanes-Oxley Act of 2002 and related temporary SEC rules~~area, wewere ~~are~~completed ~~not~~using ~~required~~an ~~to include a report~~excavator. ofFurther, ~~the~~one ~~Company’s~~trench ~~registered~~was ~~public~~also ~~accounting~~blasted ~~firm~~to onexpose ~~our~~mineralization ~~internal~~that ~~control~~was ~~over~~outcropping ~~financial~~at ~~reporting~~surface. WeAll ~~cannot be certain that if our auditors were required to perform an audit~~ of ~~our~~the ~~internal~~exploration ~~control~~work ~~over financial reporting,~~completed ~~they~~by ~~would~~Trio ~~deliver~~was ~~their~~exploratory ~~report~~in ~~without~~nature. ~~identifying~~At ~~areas~~present, ~~for~~no ~~further~~known ~~attention~~reserves orare ~~improvement,~~present ~~including~~on ~~material~~the ~~weaknesses~~Property.

19The properties that we acquired have been previously mined intermittently from 1904 to the mid-1980’s. The last company to mine the property was Agnico Eagle Ltd. There remain open cuts on the property, which have been fenced, and there remain both the Muck Pile Tailings Pond which are also a result of the previous mining activity on the property. Agnico Eagle Ltd. has filed a Mine Closure Plan with the Province of Ontario. If Trio proceeds with mining activity it will be responsible for filing an updated Mine Closure Plan and for the costs associated with such Closure Plan, which may be significant. Trio’s plans for remediation of the site would coincide with the initiation of mining operations on our property. The remediation would is currently anticipated to include ensuring all access to open cuts is disabled through being fenced off; rehabilitating the Tailings Pond, which will include lining the bed of the pond with permanent non-penetrable material; as well as replacing existing piping to allow excess water to safely move to the polishing ponds. Trio is committed to ensuring that it complies with all regulations, and will work with the Ministry of Northern Development and Mines to ensure compliance in our remediation efforts. There is currently no plan to mine our property and not work, budgets or cost estimates have been prepared with respect to any remediation requirements.

~~The~~On ~~price~~September of25, ~~our~~2013, ~~Common~~the ~~Stock~~Company ~~may~~entered into ~~become~~a ~~volatile,~~Stairs ~~which could~~Option/Joint ~~lead~~Venture toAgreement ~~losses~~with byTeck ~~investors~~Resources ~~and~~Limited, ~~costly~~as ~~securities~~described ~~litigation~~in more detail in ITEM 1. Business.

The trading price of our Common Stock is highly volatile and could fluctuate in response to factors such as:

· actual or anticipated variations in our operating results;

· announcements of developments by us or our competitors;

· the timing of IND and/or NDA approval, the completion and/or results of our clinical trials;

· regulatory actions regarding our products;

· announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

· adoption of new accounting standards affecting the our industry;

· additions or departures of key personnel;

· sales of the our Common Stock or other securities in the open market; and

· other events or factors, many of which are beyond our control.

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and Company resources, which could harm our business and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal executive offices are located at 100 King Street West, Suite 5600, Toronto, Ontario M5X 1C9.

Trio owns the Duncan Kerr Property (the “Property”), and has full rights and claims to the Property, which is comprised of the following parcels of land (and all structures and equipment on or associated with such parcels):

Property Parcel 1:

PT E. 1/2 OF N 1/2, LOT 3, CON 4, Coleman Township, District of Temiskaming, Ontario, Canada.

Patented Claim #1831NND

Property Parcel 2:

SW 1/4 OF N 1/2, LOT 3, CON 4, Coleman Township, District of Temiskaming, Ontario, Canada.

Patented Claim #3694NND

The Property is located approximately 3 km southeast of the town of Cobalt, Ontario in Coleman Township. A well maintained municipal road and power line service the Property. The Property is bounded by UTM NAD83 Z17T coordinates 365720E to 381170E and 5081510N to 5095375N. The Property consists of 2 contiguous mining patents totaling 38 ha (94 acres) in area. Trio holds both the surface and mineral rights to both of these claims.

The Duncan Kerr Property is located within the Cobalt Embayment in the Southern Province of the Canadian Shield. The oldest rocks on the Property are Archean mafic volcanics that have been intruded by several lamprophyre dykes. These rocks have been unconformably overlain by Proterozoic age Huronian sediments. A large south-southeast dipping Nipissing diabase sill intrudes the Archean mafic volcanics and Huronian sediments. This sill is part of a domed Nipissing diabase sheet that is also exposed to the north of the property and dips towards the north. Most of the silver deposits in the Cobalt Camp (>450Moz Ag) are located proximal to the Huronian-Archean unconformity and are spatially associated with the Nipissing diabase sills. Most of the historical production has been within 200m of the contacts of the diabase, making the geology on the Duncan Kerr Property a favorable setting for silver mineralization. This is supported by the historical production on the Property by the Kerr Lake and Lawson Mines that have combined produced estimates >30,000,000 oz of silver (Ag). (“Sabina, Ann P., 2000. Rocks and Minerals for the Collector: Cobalt-Belleterre-Timmins, Ontario and Quebec, GSC. Miscellaneous Report 57, 266 p.”; “Ontario Dept. of Mines, 1968, MRC No.10, Silver Cobalt Calcite Vein Deposits of Ontario, by A.O.Sergiades”, “http://www.mindat.org/article.php/1398/Exploring+Cobalt+The+Historic+Silver+Capital+of+Canada”)

In 2012, Trio had completed five (5) diamond drill holes to depths up to 187 feet. Also, several trenches, totaling 200m2in area, were completed using an excavator. Further, one trench was also blasted to expose mineralization that was outcropping at surface. All of the exploration work completed by Trio was exploratory in nature. At present, no known reserves are present on the Property.

The properties that we acquired have been previously mined intermittently from 1904 to the mid-1980’s. The last company to mine the property was Agnico Eagle Ltd. There remain open cuts on the property, which have been fenced, and there remain both the Muck Pile Tailings Pond which are also a result of the previous mining activity on the property. Agnico Eagle Ltd. has filed a Mine Closure Plan with the Province of Ontario. If Trio proceeds with mining activity it will be responsible for filing an updated Mine Closure Plan and for the costs associated with such Closure Plan, which may be significant. Trio’s plans for remediation of the site would coincide with the initiation of mining operations on our property. The remediation would is currently anticipated to include ensuring all access to open cuts is disabled through being fenced off; rehabilitating the Tailings Pond, which will include lining the bed of the pond with permanent non-penetrable material; as well as replacing existing piping to allow excess water to safely move to the polishing ponds. Trio is committed to ensuring that it complies with all regulations, and will work with the Ministry of Northern Development and Mines to ensure compliance in our remediation efforts. There is currently no plan to mine our property and not work, budgets or cost estimates have been prepared with respect to any remediation requirements.

On September 25, 2013, the Company entered into a Stairs Option/ Joint Venture Agreement with Teck Resources Limited , as described in more detail in ITEM 1: Business.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

On October 22, 2012, the previous owner of of the property, 2023682 Ontario Inc., owned by Duncan Reid (CEO of the Company), was fined CDN$56,265 by the Ontario Ministry of the Environment under the Environmental Protection Act for failing to comply with a Court Order to remove specified waste materials from the mill site. Under the terms of the Order, 2023682 Ontario Inc. ~~has~~had until ~~January~~July 1531, 2014 to pay the fines and to comply with the Court Order to remove the specified waste material and, in the interim, to ensure that there is no migration or discharge of these materials into the ground or water. The liabilities and obligations with respect to this fine are with 2023682 Ontario Inc. Nevertheless, the Company has obtained a contractual indemnity from 2023682 Ontario Inc. in respect of this matter and any related liabilities in the event that 2023682 Ontario Inc. does not duly satisfy its obligations and an agreement that 2023682 Ontario Inc. will hold harmless the Company for any fines, legal actions or penalties associated with this matter. In addition, the Company has an agreement with 2023682 Ontario Inc. pursuant to which 2023682 Ontario Inc. has undertaken to dispose, at its cost, of the material as required in the court order within the specified time. In the event that 2023682 Ontario Inc. defaults with respect to any of these obligations, the Company may be subject to liability and exposure, including the disposal of these materials, any interim discharge from these materials (which are not currently in a permitted tailings pond) and related fines. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations. There has been a Notice of Garnishment served against Trio Resources, Inc. in the amounts of $45,874 CAD and $47,863 USD in respect of a claim against the Company’s CEO in his other business ventures. Currently, the motion is returnable in ~~January~~fiscal ~~2014~~year 2015 and hence, the management cannot assess the likelihood of any outcome.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

21Page | 19

PART II

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

No Public Market for Common Stock

Our common stock is quoted on the Over-The-Counter Bulletin Board (“OTCBB”) under symbol TRII. Minimal trading has occurred through the date of this annual report. There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted under the securities or blue sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Price range of common stock

The following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported by the OTCBB quotation service. These bid prices represent prices quoted by broker-dealers on the OTCBB quotation service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

	Fiscal September 30, 2013
	Fiscal September 30, 2014
	High		Low
First Quarter (December 14*, 2012 – December 31, 2012)	$	0.00	$	0.00
First Quarter (October 1, 2013 – December 31, 2013)	$	0.44	$	0.01
Second Quarter (January 1, 2013 – March 31, 2013)	$	1.05	$	0.50
Second Quarter (January 1, 2014 – March 31, 2014)	$	0.03	$	0.01
Third Quarter (April 1, 2013 – June 30, 2013)	$	1.27	$	0.05
Third Quarter (April 1, 2014 – June 30, 2014)	$	0.05	$	0.01
Fourth Quarter (July 1, 2013 - September 30, 2013)	$	1.27	$	0.33
Fourth Quarter (July 1, 2014 – September 30, 2014)	$	0.05	$	0.01

* The reverse merger took place on December 14, 2012. Stock prices are available subsequent to the first quarter ended December 31, 2012.

	Fiscal September 30, 2013
	High		Low

First Quarter (December 14*, 2012 – December 31, 2012)	$	0.00	$	0.00
Second Quarter (January 1, 2013 – March 31, 2013)	$	1.05	$	0.50
Third Quarter (April 1, 2013 – June 30, 2013)	$	0.64	$	0.30
Fourth Quarter (July 1, 2013 – September 30, 2013)	$	1.27	$	0.33

~~Holders~~* The reverse merger took place on December 14, 2012. Stock prices are available subsequent to the first quarter ended December 31, 2012.

~~As at December 30, 2013, we had 41 stockholders of our common stock.~~Holders

~~Dividends~~As at the date of filing of this document, we had 48 stockholders of our common stock.

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.Dividends

~~Payment~~Since inception ofwe have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future ~~will~~on ~~depend~~our ~~upon~~common stock, when issued pursuant to this offering. Although we intend to retain our earnings, ~~capital~~ ~~requirements~~if any, to finance the exploration and ~~other~~growth ~~factors,~~of ~~which~~our business, our Board of Directors ~~may~~will ~~deem~~have ~~relevant~~the discretion to declare and pay dividends in the future.

~~Securities~~Payment of ~~Authorized~~dividends ~~for~~in ~~Issuance~~the ~~Under~~future ~~Equity~~will ~~Compensation~~depend upon our earnings, capital requirements, and other factors, which our Board of Directors ~~Plans~~may deem relevant.

AsPage of| ~~September 30, 2013, we do not have any compensation plan under which equity securities of the Company are authorized for issuance.~~20

~~Sale~~Securities Authorized offor ~~Unregistered~~Issuance ~~Securities~~Under Equity Compensation Plans

~~There were no sales~~ As of ~~unregistered~~September ~~securities~~30, ~~during~~2014, ~~the~~we ~~period covered~~do ~~by this Annual Report that were~~ not ~~previously~~have ~~disclosed~~any incompensation aplan ~~quarterly~~under ~~report~~which onequity ~~Form~~securities ~~10-Q~~of orthe aCompany ~~current~~are ~~report~~authorized onfor ~~Form 8-K~~issuance.

22Sale of Unregistered Securities

~~ITEM~~On August 67, 2014, the Company closed its private placement offering with certain accredited investors for 27,250,000 shares of the Company’s common stock at an offering price of $0.02 ~~SELECTED~~per ~~FINANCIAL~~share ~~DATA~~for gross proceeds of $545,000. This include share issuance costs of $16,620 which has been netted against gross proceeds.

~~Not~~ITEM 6. ~~applicable~~SELECTED toFINANCIAL ~~smaller reporting company.~~DATA

~~ITEM~~Not 7.applicable to ~~MANAGEMENT’S~~smaller ~~DISCUSSION~~reporting ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~company.

~~Balance~~ITEM 7. ~~sheet~~MANAGEMENT’S –DISCUSSION AsAND atANALYSIS ~~September 30,~~OF ~~2013~~FINANCIAL ~~and~~CONDITION ~~2012~~AND RESULTS OF OPERATIONS

~~Cash/Bank~~Balance sheet ~~indebtedness~~– As at September 30, 2014 and 2013

~~At September 30, 2013 the Company had $10,830~~Cash/Bank ~~of bank~~ indebtedness as compared to cash of $8,086 as at September 30, 2012. The change from cash position in 2012 to bank indebtedness in 2013 is mainly due to cash flow issues and management efforts to raise financing to meet the working capital requirements.

~~Inventory~~At September 30, 2014 the Company had cash of $4,374 as compared to bank indebtedness of $10,830 as at September 30, 2013. The change from bank indebtedness to cash position in 2014 is mainly due to new financings raised during the current year.

~~At September 30, 2012, the Company had~~Prepaid anexpenses ~~inventory~~and ~~balance~~other of $1,770, purchased from a related party on June 15, 2012. The balance has been written off during the current year as management believes that the net realizable value of the inventory is very insignificant.receivables

~~Prepaid~~At September 30, 2014 the Company had $47,949 of prepaid expenses and other receivables as compared to $122,930 as at September 30, 2013. The decrease of $74,981 during the current year mainly represents amortization of prepaid expenses relating to a consulting agreement.

~~At September 30, 2013 the Company had $122,930~~Loan ofreceivable ~~prepaid~~– ~~expenses~~related ~~and~~party other receivables as compared to $10,244 as at September 30, 2012. The increase of $112,686 during the current year mainly represents $99,687 unamortized prepaid expenses relating to a consulting agreement and $21,648 relating to commodity taxes receivables.

~~Loan~~At September 30, 2014 the Company had $72,919 of loan receivable –as ~~related~~compared ~~party~~to $65,673 as at September 30, 2013. The increase of ~~and~~$7,246 ~~Patented~~during ~~claims~~the current year mainly represents payments of certain expenses on behalf of the related party.

~~There is no change in the balance of loan~~Mining ~~from~~property ~~a related party in the amount of CDN 67,663 and patented~~ claims ~~of CAD 10,200. The variation in the balance as at September 30, 2013 as compared to September 30, 2012 reflects the foreign exchange effects.~~

~~Property~~At September ~~and~~30, ~~equipment~~2014 the Company had $9,101 of mining property claims as compared to $9,900 as at September 30, 2013. The change is due to change in the foreign exchange rate.

~~At September 30, 2013 the Company had $238,876~~Property ~~of net book value of property~~ and equipment as compared to $115,796 as at September 30, 2012. The increase of $123,080 during the current year mainly represents purchase of mill equipments amounting to $127,243 during the fourth quarter of 2013 offset by the amortization expense of $14,250 for the year 2013.

~~Accounts~~At September ~~payable~~30, 2014 the Company had $340,794 of net book value of property and ~~accrued~~equipment ~~liabilities~~as compared to $238,876 as at September 30, 2013. The increase of $101,918 during the current year mainly represents purchase of mining equipment amounting to $94,950 and additions in building improvements amounting to $22,101 offset by the depreciation charge of $16,852 for the year ended September 30, 2014 and the impact of the exchange rate.

AtPage ~~September~~| 30, 2013 the Company had $763,775 of accounts payable and accrued liabilities as compared to $62,675 as at September 30, 2012. The increase of $701,100 during the current year mainly represents outstanding invoices for the consultants, interest accrual on notes and other charges and accruals. The significant increase also reflects the Company’s aggressive growth strategy especially after the reverse merger which took place in December 2012. The Company is seeking various financing arrangements to meet the working capital requirements.21

~~Loans~~ITEM 7. MANAGEMENT’S ~~payable~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~At September 30, 2013 the Company had $257,399~~Accounts ~~of loans~~ payable ~~as compared to $nil as at September 30, 2012. These loans are interest free~~ and ~~are~~accrued ~~obtained from a third party to meet the day to day working capital requirement of the Company.~~liabilities

23At September 30, 2014 the Company had $984,176 of accounts payable and accrued liabilities as compared to $763,775 as at September 30, 2013. The increase of $220,401 during the current year mainly represents outstanding invoices for the consultants, interest accrual on notes and other charges and accruals. Currently the Company is facing liquidity issues and is in the process of obtaining extended credit terms from the suppliers. The significant increase also reflects the Company’s aggressive growth strategy especially after the reverse merger which took place in December 2012. The Company is seeking various financing arrangements to meet the working capital requirements.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)~~Loans payable

~~Draw~~At September ~~down~~30, 2014 the Company had $379,826 of loans payable as compared to $257,399 as at September 30, 2013. These loans are interest free and are obtained from third parties to meet the day to day working capital requirement of the Company.

~~The Company also entered into a one-year~~Promissory ~~Draw~~notes Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the maximum amount of $500,000. As at September 30, 2013 the amount outstanding under the Draw Down Facility was $425,000.payable

~~Convertible~~At September ~~note~~30, 2014 the Company had $146,000 of promissory notes payable –as ~~related~~compared to $nil as at September 30, 2013. These promissory ~~party~~notes carry interest at 8% per annum and has a maturity of six months from the date of issuance.

~~At September 30, 2013 the Company had $384,899~~Convertible ofdraw ~~convertible~~down ~~note~~loan payable to a related party as compared to $298,135 as at September 30, 2012. The increase of $86,764 represents accretion expense for the year. The note was issued on June 15, 2012 for a term of two years and carries interest at 3% per annum. This note is interest free for the first twelve months.

~~Convertible~~The Company ~~notes~~also ~~payable~~entered into a one-year Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd. as lender, in the maximum amount of $500,000. As at September 30, 2014 and 2013 the amount outstanding under the Draw Down Facility was $425,000.

~~At September 30, 2013 the Company had $966,363~~Convertible ofnote ~~convertible notes~~ payable as– ~~compared~~related ~~to $621,049 as at September 30, 2012. These notes have been issued under multiple funding arrangements with third~~ party ~~investors for a term of two years and carries interest at 10% per annum.~~

~~Statement~~At September 30, 2014 the Company had $446,101 of ~~Operations~~convertible –note ~~For the~~payable ~~year~~to ~~ended~~a ~~September~~related party as compared to $384,899 as at September 30, 2013. ~~and~~The ~~period~~increase ~~ended~~of ~~from~~$61,202 ~~May~~represents 16accretion expense of $103,438 ~~2012~~for ~~(inception)~~the tocurrent ~~September~~year 30offset by the effects of change in foreign exchange rates. The note was issued on June 15, 2012 for a term of two years and carries interest at 3% per annum. This note was interest free for the first twelve months.

~~Sales~~Convertible notes payable – third parties and derivative liabilities

~~Sales~~At September ~~for~~30, 2014 the ~~year~~Company ~~ended~~had $952,375 of convertible notes payable to third parties and derivative liabilities as compared to $966,363 as at September 30, 2013. ~~were~~All ~~$219,385~~these ~~whereas~~outstanding ~~there~~notes as at September 30, 2014 were noissued ~~sales~~under inmultiple ~~the~~funding arrangements ~~previous~~with ~~year.~~third ~~Current~~party ~~year~~investors ~~sales~~for ~~represents~~a ~~sale~~term of ~~screened~~two years and ~~silver concentrate~~carries interest ranging from 10% to ~~two~~12% ~~customers~~per annum.

~~Expenses~~Statement of Operations – For the years ended September 30, 2014 and 2013

~~Our expenses are classified primarily into the following categories.~~Sales

·Sales for ~~Corporate~~the ~~expenses;~~year ended September 30, 2014 was $nil as compared to sales of $219,385 for the year ended September 30, 2013. Previous year sales represented sale of screened and silver concentrate to two customers.

~~· Exploration and development costs;~~Expenses

·Our expenses ~~Interest~~are ~~expense;~~classified ~~and~~primarily into the following categories.

·● Corporate expenses; ● Exploration and development costs; ● Interest expense; and ● Depreciation

~~Corporate~~Page ~~expenses~~| ~~and exploration and development costs~~22

~~Corporate expenses and exploration and~~ITEM ~~development~~7. ~~costs~~MANAGEMENT’S ~~for~~DISCUSSION ~~the~~AND ~~year~~ANALYSIS ~~ended~~OF ~~September~~FINANCIAL ~~30,~~CONDITION ~~2013~~AND ~~were~~RESULTS ~~$1,689,158~~OF ~~and~~OPERATIONS ~~$280,017 as compared to $295,064 and $165,813, respectively, for the previous period covering from May 16, 2012~~ (~~inception~~continued) ~~to September 30, 2012. The significant increase in expenses in the current year as compared to the previous period is mainly due to the following two factors:~~

~~· Current year~~ Corporate expenses ~~are~~and ~~for~~exploration ~~the~~and ~~whole~~development ~~year whereas previous period covered expenses from May 16, 2012 (inception) to September 30, 2012; and~~costs

·Corporate expenses and exploration and development costs for the year ended September 30, 2014 were $740,382 and $247,423 as compared to $1,689,158 and $280,017, respectively, for the year ended September 30, 2013. The significant decrease in corporate expenses by $948,776 is mainly due to the fact that the Company was operating as a private limited company from May 16, 2012 (inception) to December 14, 2012, when it became public through a reverse merger transaction. ~~The~~As ~~increase~~a inresult significant corporate expenses iswere incurred induring ~~line~~the year ended September 30, 2013 to align with the Company’s strategic growth model.

24Exploration and development costs are almost in line with the previous year.

~~ITEM 7. MANAGEMENT’S DISCUSSION~~Interest ~~AND~~expense ~~ANALYSIS~~and OFchanges ~~FINANCIAL~~in ~~CONDITION~~fair ~~AND~~value ~~RESULTS~~of OFderivative ~~OPERATIONS~~liabilities ~~(continued)~~

Interest expense and depreciation for the year ended September 30, 2014 were $264,958 and $16,852 as compared to $226,166 and $14,250, respectively, for the year ended September 30, 2013. The increase in interest expense in the current year as compared to previous year is mainly due to additional financing obtained during the year 2014 in the form of convertible notes.

~~Interest expense and depreciation for the~~Changes ~~year~~in ~~ended~~fair ~~September~~value ~~30,~~of ~~2013~~derivatives ~~were~~represents ~~$226,166~~valuation ~~and~~of ~~$14,250~~the asderivative ~~compared~~element toof ~~$14,563~~the ~~and~~convertible ~~$3,594,~~notes ~~respectively,~~obtained ~~for~~during the ~~previous period~~year ~~covering~~ended ~~from May 16, 2012 (inception) to~~ September 30, ~~2012~~2014. ~~The significant increase in expenses in the current year as compared to the previous period is for the same reasons as explained under Corporate expenses and exploration and development costs above.~~

Liquidity and Capital Resources

At September 30, ~~2013~~2014, the Company had a working capital deficit of $12,~~391~~835,~~729~~054 ~~compared~~and toan aaccumulated ~~working capital~~ deficit of $424,~~575 as at September 30~~034, ~~2012~~516. The Company is actively seeking various financing operations to meet the working capital requirements.

ToWe have ~~date~~relied weon ~~have~~equity ~~relied~~financing and on third parties to provide financing for our operations by way of convertible notes and other loans. The proceeds may not be sufficient to effectively develop our business to the fullest extent to allow us to maximize our revenue potential, in which case, we will need additional capital. We will need capital to allow us to acquire additional properties to expand our exploration base. The Company anticipates that its future mill operations will generate positive cash flows in fiscal 2014 provided that it is successful in obtaining additional financing in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility (Note 89) with Seagel Investments Corp. of which $425,000 has been drawn as at September 30, ~~2013~~2014. AsOn ~~disclosed in Note 13, on~~ November 27, 2013, the Company entered into a Draw Down Facility in the amount of $335,000 with a lender of which the Company ~~has~~ obtained $5075,000 at ~~December 20, 2013. The Company is also pursuing additional financing facility that is expected to close~~ during the ~~second~~year ~~quarter of~~ended ~~fiscal~~September 30, 2014. ~~In addition we will need to provide the Company with working capital.~~ The amount and timing of capital required will depend on when we are able to conclude agreements either to purchase additional land and the associated patented claims and/or enter into licensing or other working relationships to allow the Company toduring ~~have access to~~ the ~~largest~~year ~~mining~~ended ~~asset base~~September ~~possible~~30, ~~within~~2014 ~~the financial constraints of the Company. If we are unable to generate sufficient cash flow from operations~~raised we$146,000 ~~will be required to raise additional funds either~~ in the form of ~~capital~~promissory ~~or debt~~notes. ~~There are no assurances that we will be able to generate the necessary capital or debt to carry out our current plan of operations.~~

AsOn August at7, 2014, the ~~September~~Company 30closed its private placement offering with certain accredited investors for 27,250,000 ~~2013~~shares ~~and~~of ~~2012~~the Company’s common stock at an offering price of $0.02 per share for gross proceeds of $545,000. In addition we will need ~~the~~to ~~outstanding~~provide ~~convertible~~the ~~note~~Company ~~from~~with aworking ~~related~~capital. The ~~party~~amount and ~~secured~~timing ~~convertible~~of ~~notes~~capital ~~under~~required ~~multiple~~will ~~funding~~depend ~~arrangements~~on ~~with~~when ~~various~~we are able ~~third-party~~to ~~investors~~conclude ~~totaling~~agreements ~~$384,899~~either to purchase additional land and ~~$966,363,~~the ~~respectively.~~associated Topatented ~~date~~claims weand/or enter into licensing or other working relationships to allow the Company to have ~~funded~~access ~~our~~to ~~operations~~the ~~through~~largest ~~advances~~mining ~~from~~asset base possible within the financial constraints aof ~~related~~the ~~party~~Company. ~~and~~If we are unable to generate sufficient cash flow from ~~private~~operations ~~third~~we ~~party~~will ~~lenders~~be ~~utilizing~~required ~~convertible~~to ~~notes~~raise ~~and~~additional ~~other~~funds either ~~loans.~~in ~~The~~the ~~details~~form of capital or debt. There are no assurances that we will be able to generate the ~~convertible~~necessary capital ~~notes~~or ~~outstanding~~debt asto atcarry ~~September~~out ~~30,~~our ~~2013~~current ~~are~~plan asof ~~follows:~~operations.

~~Convertible~~As at the September 30, 2014, the outstanding convertible note ~~payable~~from – a related party (and secured convertible notes under multiple funding arrangements with various third-party investors totaling $~~384~~2,~~899)~~349,302. To date we have funded our operations through equity financing, advances from a related party and from private third party lenders utilizing convertible notes and other loans.

~~As of September 30, 2013, the Company has~~Subsequent a convertible note payable of $485,300 (CDN $ 500,000) to 2023682 Ontario Inc. This note is due two years from the date of issue (June 15, 2012) and accrues interest at 3% per annum. The terms of the convertible notes specified that should the Company be successful in a ‘going public’ transaction it is convertible into common shares of the Company at the weighted average of the Company’s share price based on the average 5 day bid price, within 30 days of the Company going public. If there are no trades on any given day in the first 30 days after the Company’s stock begins to trade then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any time without penalty or bonus. This convertible note is interest free for the first 12 months post-closing of the asset purchase, thereafter; it accrues interest at the rate of 3% per annum.event:

In October 2014, the remaining convertible note of $25,000 with accrued interest of $3,190 was converted into 22,490,731 shares of common stock in accordance with the conversion option as explained in Note 7.

~~ITEM~~On 7December 24, 2014, the Company entered into an agreement with a private lender and raised $250,000. ~~MANAGEMENT’S~~ ~~DISCUSSION~~The term of the debt is six months from the date of receipts of the ~~AND~~fund ~~ANALYSIS~~and OFcarries ~~FINANCIAL~~interest ~~CONDITION~~10% ~~AND~~per ~~RESULTS~~annum OFto ~~OPERATIONS~~be ~~(continued)~~prepaid on the same day funds are received. The debt is secured by a general security agreement.

~~Loans~~ITEM 7A. QUANTITATIVE ~~payable:~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Loan payable of $257,399 represent unsecured~~Not ~~and~~applicable ~~interest~~to ~~free~~smaller ~~financing~~reporting ~~provided by a third party~~company. ~~These loans are repayable on demand.~~

~~Draw~~Page ~~Down~~| ~~Loan Payable:~~23

~~The Company also entered into a one-year~~ITEM ~~Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd~~8. asCONSOLIDATED ~~lender,~~FINANCIAL inSTATEMENTS ~~the~~AND ~~maximum~~SUPPLEMENTARY amount of $500,000. The Company may from time to time request draw downs on this convertible debt facility subject to the discretion of the lender. The term of the Draw Down Facility is for one year during which the Company may draw down up to $500,000.DATA

~~At the maturity date, any outstanding principal~~Trio ~~and accrued interest shall be converted into a convertible note with an additional term of one (1) year as per agreement. Pursuant to the terms of this Draw Down Facility~~Resources, this convertible debt obligation may, at the option of the creditor, be converted into the common shares of the Company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement. The Company has an option to convert at whichever price is the lowest of all options above. Through the completion of the reverse takeover of Allied Technologies Group Inc. on December 14, 2012 the Company became public. The obligations under this facility have not been converted into common shares of the Company. As at September 30, 2013 the amount outstanding under the Draw Down Facility was $425,000.

~~Subsequent to year end and up to the date~~Consolidated ofFinancial ~~this filing, none of the above notes or loans were either paid or converted into common stocks of the Company.~~Statements

~~Convertible notes payable –~~September ~~third~~30, ~~parties~~2014 ~~($966,363)~~and 2013

~~The details of the convertible notes outstanding as at September 30, 2013 are as follows:~~CONTENTS

On September 30, 2012, the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $266,445 (US $258,675), Siderion Capital Group Inc. in the amount of CDN $295,163 (US $286,415), and Seagel Investment Corp. in the amount of CDN $49,000 (US $47,559). Each of these September 30, 2012 convertible notes have a two (2) year term and have an interest rate of 10% per annum.

		Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations and Comprehensive Loss		F-3

Consolidated Statements of Stockholders’ Deficiency		F-4

Consolidated Statements of Cash Flows		F-5

Notes to the Consolidated Financial Statements		F-6

OnPage ~~October~~| 31, 2012 the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $7,000 (US $6,794), Siderion Capital Group Inc. in the amount of CDN $20,000 (US $19,412), Seagel Investment Corp. in the amount of CDN $2,500 (US $2,427), and Seagel Investment Ltd. in the amount of US $345,081 . Each of these October 31, 2012 convertible notes has a term of two (2) years and bears an interest rate of 10% per annum.24

~~All of the convertible notes referred above~~REPORT ~~may~~OF beINDEPENDENT ~~converted,~~REGISTERED atPUBLIC ~~any~~ACCOUNTING time at the option of the holder, into the common shares of TrioResources AG Inc., or in the event that Debtor goes public into the shares of the public company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement.FIRM

26To the Board of Directors and Stockholders of Trio Resources, Inc.:

~~ITEM~~We have 7audited the accompanying consolidated balance sheets of Trio Resources, Inc. ~~MANAGEMENT~~ and its subsidiary (“the Company”) as of September 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, stockholders’S equity, ~~DISCUSSION~~and cash flows for each of the years in the two-year period ended September 30, 2014. Trio Resources, Inc.’s management ~~AND~~is ~~ANALYSIS~~responsible OFfor ~~FINANCIAL~~these ~~CONDITION~~consolidated ~~AND~~financial ~~RESULTS~~statements. OFOur ~~OPERATIONS~~responsibility ~~(continued)~~is to express an opinion on these consolidated financial statements based on our audits.

~~These~~We conducted ~~convertible~~our ~~notes~~audits ~~are~~in ~~secured~~accordance ~~against~~ with the ~~assets~~standards of the Public Company’s ~~subsidiary~~Accounting ~~until~~Oversight ~~the~~Board ~~Company~~(United ~~becomes~~States). ~~publically~~Those standards ~~traded~~require that we plan and perform the ~~convertible~~audit ~~notes~~to ~~are~~obtain ~~converted to~~reasonable ~~shares~~assurance orabout whether the ~~convertible~~financial ~~notes~~statements are free ~~redeemed~~of material misstatement. ~~All~~The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~convertible~~circumstances, ~~notes~~but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~Draw~~consolidated ~~Down~~financial ~~Facility~~statements, ~~remain~~assessing the ~~outstanding~~accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial ~~none~~statement ~~have~~presentation. ~~been~~We ~~converted~~believe tothat ~~common~~our ~~shares~~audits provide a reasonable basis for our opinion.

~~The~~In our ~~convertible~~opinion, ~~notes~~the ~~may~~consolidated befinancial ~~repaid~~statements ~~at any~~referred ~~time~~to ~~without~~above ~~penalty~~present orfairly, ~~bonus.~~in ~~Subsequent~~all tomaterial ~~year~~respects, ~~end~~the ~~and~~financial upposition of to the ~~date~~Company as of ~~this~~September ~~filing~~30, ~~none~~2014 and 2013, and the results of its operations and its cash flows for the ~~above~~years ~~notes~~in ~~were~~the ~~either~~two-year ~~paid~~period orended ~~converted~~September ~~into~~30, ~~common~~2014, ~~stocks~~in ofconformity with accounting principles generally accepted in the ~~Company~~United States of America.

The accompanying ~~total~~consolidated ~~amount~~financial ofstatements ~~interest~~have inbeen ~~respect of~~prepared ~~these~~assuming ~~convertible~~the ~~notes~~Company ~~that~~will ~~has~~continue ~~been~~as ~~expensed~~a ~~for~~going concern. As discussed in Note 1 to the ~~year~~consolidated ~~ended~~financial ~~September~~statements, 30the Company has significant operating losses, ~~2013~~has no established source of revenue and is ~~$125,826~~dependent ~~(2012:~~on ~~$14~~its ability to raise capital from stockholders or other sources to sustain operations,~~563)~~ which raise substantial doubt about its ability to continue as a going concern. The Company’s management plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The proceeds will not be sufficient to develop our business planned capacity or to maximize our revenue potential and as a result we will require additional capital in the near term. We would also require capital to allow us to acquire additional properties adjacent to our property for a more efficient use of drilling equipment and provide for the potential of a more economical operation. In addition we will need to provide the Company with working capital. The amount and timing of capital required will depend on when we are able to enter into one or more agreements with refiners or other off-takers and where we are able to enter into agreements either to purchase additional land and the associated patented claims and/or enter into licensing or other working relationships to allow Trio to have access to the largest land asset base as possible within the financial constraints of the Company. If we are unable to generate sufficient cash flow from operations we will be required to raise additional funds either in the form of capital or debt. There are no assurances that we will be able to generate the necessary capital or debt to carry out our current plan of operations.


January 12, 2014		Chartered Professional Accountants
Toronto, Ontario		Licensed Public Accountants

~~Subsequent event:~~F-1

~~On November 27, 2013, the Company entered~~Trio ~~into a Draw Down Facility with JMJ Financial for a principal sum of $335~~Resources,~~000~~ ~~plus accrued and unpaid interest and any other fees~~Inc. The consideration is $300,000 payable by wire with an original issue discount of $35,000. The lender shall pay $50,000 of principal upon closing of this note. The lender may pay additional consideration to the Company at its sole discretion. The maturity date is two years from the effective date of each payment. If the Company repays the principal within 90 days from the effective date of the payment, the interest rate will be zero percent. A one time 12% interest will be charged if the Company does not repay within 90 days. The conversion price is the lesser of $0.10 or 60% of the lowest trade price in the 25 trading days prior to conversion with additional discounts ranging from 5% to 30% contingent on method of delivery and deposit of share converted. JMJ Financial will not convert any amount resulting in an ownership of more than 4.99% of common stock outstanding.

~~ITEM~~Consolidated Balance ~~7A.~~Sheets ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not~~(Expressed in ~~applicable~~United toStates ~~smaller reporting company.~~Dollar)

	September 30, 2014			September 30, 2013
	$			$
CURRENT ASSETS
Cash		4,374			—
Prepaid expenses and other receivables		47,949			122,930
Total current assets		52,323			122,930

Loan receivable - related party (Note 12)		72,919			65,673
Property and equipment (Note 3)		340,794			238,876
Mining property claims (Note 4)		9,101			9,900
TOTAL ASSETS		475,137			437,379

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Bank indebtedness		—			10,830
Accounts payable and accrued liabilities		984,176			763,775
Loans payable (Note 5)		379,826			257,399
Promissory notes payable (Note 6)		146,000			—
Convertible notes payable (Note 7)		917,108			482,655
Convertible draw down loan payable (Note 9)		425,000			—
Derivative liabilities (Note 8)		35,267			—
Total current liabilities		2,887,377			1,514,659

Convertible draw down loan payable (Note 9)		—			425,000
Convertible note payable - related party (Notes 10 and 12)		446,101			384,899
Convertible notes payable (Note 7)		—			483,708
TOTAL LIABILITIES		3,333,478			2,808,266

STOCKHOLDERS’ DEFICIENCY
Authorized:
400,000,000 common stock, no par value
Issued and outstanding:
346,862,500 common stock as at September 30, 2014 (September 30, 2013 : 338,650,000 common stock) - (Note 11)		346,863			338,650
Shares to be issued (Note 11)		27,250			—
Excess of purchase price over net asset value (Notes 12)		(299,105	)		(299,105	)
Additional paid-in capital		881,892			312,683
Accumulated other comprehensive income		219,275			23,159
Accumulated deficit		(4,034,516	)		(2,746,274	)
Total stockholders’ deficiency		(2,858,341	)		(2,370,887	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		475,137			437,379

~~ITEM~~See ~~8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~accompanying notes

~~Trio Resources, Inc. (formerly Allied Technologies Inc.)~~F-2

~~(An~~Trio Resources, ~~Exploration Stage Company)~~Inc.

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

~~September~~(Expressed in ~~30,~~United ~~2013~~States ~~and 2012~~Dollar)

CONTENTS

	Year ended September 30, 2014			Year ended September 30, 2013
	$			$

REVENUE		—			219,385

EXPENSES
Corporate expenses		740,382			1,689,158
Exploration and development costs		247,423			280,017
Interest expense		264,958			226,166
Changes in fair value of derivative liabilities (Note 8)		18,627			—
Depreciation		16,852			14,250
Total expenses		1,288,242			2,209,591

Net loss for the year before income taxes		(1,288,242	)		(1,990,206	)

Income taxes (Note 14)		—			—
NET LOSS FOR THE YEAR		(1,288,242	)		(1,990,206	)

Foreign currency translation adjustment		196,116			33,455

COMPREHENSIVE LOSS		(1,092,126	)		(1,956,751	)

Loss per share, basic and diluted		(0.0032	)		(0.0062	)

Weighted average number of common stock outstanding - basic and diluted (Note 13)		339,920,278			317,729,861

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	29
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	30
Consolidated Statements of Operations and Comprehensive Loss	31
Consolidated Statements of Stockholders' Deficiency	32
Consolidated Statements of Cash Flows	33
Notes to the Consolidated Financial Statements	34

See accompanying notes

28F-3

~~Report of Independent Registered Public~~Trio ~~Accounting~~Resources, ~~Firm~~Inc.

ToConsolidated Statements ~~the Board~~ of ~~Directors and~~ Stockholders of’ ~~Trio Resources, Inc. (formerly, Allied Technologies Inc.):~~Deficiency

~~We have audited the accompanying consolidated balance sheets of Trio Resources, Inc. and its subsidiary~~ (~~“the Company”) as of September 30, 2013 and 2012, and the~~Expressed ~~related~~in ~~consolidated~~United ~~statements~~States ~~of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the year ended September 30, 2013 and the periods from May 16, 2012 (inception~~Dollar) to September 30, 2012, and to September 30, 2013. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

									Excess of
									purchase			Accumulated
							Additional		price over			other
	Common stock				Share to		paid-in		net asset			comprehensive			Accumulated
	Shares		Amount		be issued		capital		value			(loss) income			deficit			Total
			$		$		$		$			$			$			$
As at September 30, 2012		213,000,000		213,000		—		—		(299,105	)		(10,296	)		(670,368	)		(766,769	)

Acquisition of Allied Technologies Group, Inc. (Note 1 below)		109,000,000		109,000		—		—		—			—			(85,700	)		23,300

Issuance of shares re: consulting agreement (Note 1 below)		16,650,000		16,650		—		312,683		—			—			—			329,333

Cumulative translation adjustment		—		—		—		—		—			33,455			—			33,455

Loss for the year		—		—		—		—		—			—			(1,990,206	)		(1,990,206	)
As at September 30, 2013		338,650,000		338,650		—		312,683		(299,105	)		23,159			(2,746,274	)		(2,370,887	)

Issuance of shares re: consulting agreement		512,500		513		—		8,080		—			—			—			8,593

Shares to be issued in respect of private placements		—		—		27,250		501,130		—			—			—			528,380

Conversion of a note		7,700,000		7,700		—		59,999		—			—			—			67,699

Cumulative translation adjustment		—		—		—		—		—			196,116			—			196,116

Loss for the year		—		—		—		—		—			—			(1,288,242	)		(1,288,242	)
As at September 30, 2014		346,862,500		346,863		27,250		881,892		(299,105	)		219,275			(4,034,516	)		(2,858,341	)

InNote 1: ~~our~~The ~~opinion,~~former ~~the~~stock ~~consolidated~~split ~~financial statements~~for ~~referred~~previously toissued ~~above~~common ~~present~~shares ~~fairly,~~resulted in ~~all~~negative ~~material~~Additional ~~respects,~~Paid-In ~~the~~Capital. ~~financial~~This ~~position~~has ofbeen ~~the Company as of September 30,~~charged ~~2013~~to ~~and~~Accumulated ~~2012,~~Deficit ~~and~~as ~~the~~an ~~consolidated~~Appropriation ~~results~~ of ~~its~~Capital. ~~operations~~The ~~and~~stock ~~its~~split ~~cash~~has ~~flows~~been ~~for~~accounted ~~the year ended September 30, 2013 and~~ for ~~the~~ ~~periods~~on ~~from~~a ~~May~~retrospective ~~16, 2012 (inception) to September 30, 2012, and to September 30, 2013, in conformity with accounting principles generally accepted in the United States of America~~basis.

~~The~~See accompanying ~~consolidated financial~~ statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has significant operating losses, is in the exploration stage with no established source of revenue and is dependent on its ability to raise capital from stockholders or other sources to sustain operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.notes

December 27, 2013	Chartered Professional Accountants
Toronto, Ontario	Licensed Public Accountants

F-4

~~ACCOUNTING › CONSULTING › TAX 300 – 111 RICHMOND STREET W~~Trio Resources, ~~TORONTO, ON M5H 2G4 1~~Inc.~~877.251.2922 P: 416.596.1711 F: 416.596.7894 mnp.ca~~

29Consolidated Statements of Cash Flows

~~Trio Resources, Inc.~~ (~~formerly~~Expressed in ~~Allied~~United ~~Technologies~~States ~~Inc.~~Dollar)

(An Exploration Stage Company)

	Year ended September 30, 2014			Year ended September 30, 2013
	$			$
OPERATING ACTIVITIES
Net loss for the year		(1,288,242	)		(1,990,206	)

Depreciation		16,852			14,250
Stock based payment for services and property		8,875			229,546
Accretion expense on convertible notes		98,247			101,855
Change in fair value of derivative liabilities		18,627			—
Net change in non-cash working capital balances:
Prepaid expense and other assets		72,220			(13,640	)
Accounts payable and accrued liabilities		286,889			713,379
Cash used in operating activities		(786,532	)		(944,816	)

INVESTING ACTIVITIES
Loan receivable - related party		(12,987	)		—
Purchase of property and equipment		(141,732	)		(144,570	)
Cash used in investing activities		(154,719	)		(144,570	)

FINANCING ACTIVITIES
(Decrease) increase in bank indebtedness		(10,500	)		10,988
Proceeds from issuance of common stock		528,380			—
Proceeds from issuance of convertible notes		213,500			379,146
Convertible draw down loan payable		-			425,000
Loans payable		183,731			267,319
Cash provided by financing activities		915,111			1,082,453

Net decrease in cash during the year		(26,140	)		(6,933	)
Effect of foreign currency translation		30,514			(1,153	)
Cash, beginning of the year		—			8,086
Cash, end of year		4,374			—

~~Consolidated~~See ~~Balance Sheets~~accompanying notes

~~(Expressed in United States Dollar)~~F-5

	As at			As at
	September 30,			September 30,
	2013			2012
	$			$
CURRENT ASSETS
Cash		—			8,086
Inventory		—			1,770
Prepaid expense and other receivables (Note 4)		122,930			10,244
Total current assets		122,930			20,100
Loan receivable - related party		65,673			68,820
Patented claims (Notes 3 and 9)		9,900			10,374
Property and equipment (Note 3)		238,876			115,796
TOTAL ASSETS		437,379			215,090
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Bank indebtedness		10,830			—
Accounts payable and accrued liabilities		763,775			62,675
Loans payable (Note 7)		257,399			—
Convertible notes payable (Note 10)		482,655			—
Total current liabilities		1,514,659			62,675
Draw down loan payable (Note 8)		425,000			—
Convertible note payable - related party (Note 9)		384,899			298,135
Convertible notes payable (Note 10)		483,708			621,049
TOTAL LIABILITIES		2,808,266			981,859
STOCKHOLDERS' DEFICIENCY
Authorized:
400,000,000 common stock, no par value
Issued and outstanding:
338,650,000 common stock as at September 30, 2013 (September 30, 2012 : 213,000,000 common stock) - (Note 4)		338,650			213,000
Excess of purchase price over net asset value (Notes 6 and 9)		(299,105	)		(299,105	)
Additional paid-in capital		312,683			—
Accumulated other comprehensive income (loss)		23,159			(10,296	)
Deficit accumulated during the exploration stage		(2,746,274	)		(670,368	)
Total stockholders' deficiency		(2,370,887	)		(766,769	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		437,379			215,090

Trio Resources, Inc.

~~Related~~Notes to ~~party~~the ~~transactions~~Consolidated ~~(Note~~Financial 6)Statements

~~See~~(Expressed in ~~accompanying~~United ~~notes~~States Dollar)

301. Organization and Nature of Business, Going Concern, and Acquisition

~~Trio~~Organization and ~~Resources,~~Nature ~~Inc.~~of ~~(formerly Allied Technologies Inc.)~~Business

~~(An~~Trio Resources, ~~Exploration~~Inc. ~~Stage~~(the “Company”, “Trio Resources” or Trio Resources, Inc. and its subsidiary), formerly Allied Technologies Group, Inc. (“Allied”) was incorporated in the state of Nevada on September 22, 2011.

~~Consolidated~~On December ~~Statements~~14, 2012 Allied entered into a transaction (the “Share Exchange”), pursuant to which Trio Resources, Inc. acquired 100% of ~~Operations~~the issued and ~~Comprehensive~~outstanding ~~Loss~~equity securities of TrioResources AG Inc. (“Trio”), which became its wholly owned subsidiary. As a result of the Share Exchange, Trio Shareholders became the controlling shareholders of the Trio Resources, Inc., owning an aggregate of 66.15% of the issued and outstanding shares of Common Stock. The acquisition was accounted for as a recapitalization using accounting principles applicable to reverse acquisitions whereby the consolidated financial statements subsequent to the date of the acquisition are presented as a continuation of TrioResources AG Inc. Under reverse acquisition accounting TrioResources AG Inc. (legal subsidiary) will be treated as the accounting parent (acquirer) and Trio Resources, Inc. (legal parent) will be treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the reverse acquisition, which includes one for one issuance of Trio Resources, Inc. shares to the TrioResources AG Inc. shareholders.

~~(Expressed~~Under the interms ~~United~~of ~~States~~the ~~Dollar~~Share Exchange, the former sole director, officer, and principal shareholder of Trio Resources, Inc. (the “Principal Shareholder”), cancelled all 1,500,000 shares of Common Stock that he owned, which constituted 57.9% of the issued and outstanding shares of Common Stock prior to the Share Exchange.

				Period from			Cumulative from
	Year ended			May 16, 2012			May 16, 2012
	September 30,			(inception) to			(inception) to
	2013			September 30, 2012			September 30, 2013
	$			$			$
REVENUE		219,385			—			219,385
EXPENSES
Corporate expenses		1,689,158			295,064			1,984,222
Exploration and development costs		280,017			165,813			445,830
Interest expense		226,166			14,563			240,729
Depreciation		14,250			3,594			17,844
Total expenses		2,209,591			479,034			2,688,625
Net loss for the year/period before income taxes		(1,990,206	)		(479,034	)		(2,469,240	)
Income taxes		—			—			—
NET LOSS FOR THE YEAR/PERIOD		(1,990,206	)		(479,034	)		(2,469,240	)
Foreign currency translation adjustment		33,455			(10,296	)		23,159
COMPREHENSIVE LOSS		(1,956,751	)		(489,330	)		(2,446,081	)
Loss per share, basic and diluted		(0.0062	)		(0.0023	)
Weighted average number of common stock outstanding, basic and diluted		317,729,861			213,000,000

Trio Resources, Inc. and its subsidiary (“the Company”) has filed a Certificate of Amendment of its Articles of Incorporation (the “Charter Amendment”) with the Secretary of State of Nevada to (1) change its name from Allied Technologies Group, Inc. to Trio Resources, Inc. (the “Name Change”) and (2) increase its total authorized shares of Common Stock, from 75,000,000 shares to 400,000,000 shares (the “Authorized Share Increase”). Additionally, as a condition to close the Share Exchange, the Company’s Board of Directors approved and authorized the Company to take the necessary steps to effect a forward stock split of the issued and outstanding shares of Common Stock, such that each lot of one (1) issued and outstanding share of Common Stock shall be automatically changed and converted into one hundred (100) shares of Common Stock, payable to all holders of record of the Common Stock as of December 31, 2012 (the “Forward Stock Split”).

~~See~~The Share ~~accompanying~~Exchange ~~notes~~was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein Trio is considered the acquirer for accounting and financial reporting purposes. The effective date of the Share Exchange Agreement is December 14, 2012 and all of the necessary accounting adjustments were fully reflected in these consolidated financial statements.

31Going Concern

~~Trio~~The consolidated ~~Resources~~financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception on May 16, ~~Inc~~2012 to September 30, 2014, the Company has not generated significant revenue and has incurred losses. ~~(formerly~~As ~~Allied~~at ~~Technologies~~September 30, ~~Inc~~2014, the Company has a working capital deficiency of $2,868,235 and has accumulated deficit of $3,988,564.) To date, the Company has not generated positive cash flows from operations and has primarily relied upon debt and equity financing from third parties and related parties to finance its operations. The Company has negotiated a $500,000 Draw Down facility with a third party of which $425,000 has been drawn as at September 30, 2014. On November 27, 2013, the Company entered into a Draw Down Facility in the amount of $335,000 with a lender of which $75,000 has been obtained as at September 30, 2014. Further, on August 7, 2014, the Company closed its private placement offering with certain accredited investors for 27,250,000 shares of the Company’s common stock at an offering price of $0.02 per share for gross proceeds of $545,000.

~~(An~~The Company ~~Exploration~~is ~~Stage~~also pursuing additional financing. However, there can be no assurance that the additional financing shall be available on terms or conditions acceptable to the Company). These factors raise substantial doubt about its ability to continue as a going concern. No adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the consolidated financial statements, which could be material if the current business plan is not successful and when the Company is not able to continue as a going concern.

~~Consolidated Statements of Stockholders’ Deficiency~~F-6

~~(Expressed~~1. Organization inand ~~United~~Nature ~~States~~of ~~Dollar~~Business, Going Concern, and Acquisition (continued)

							Excess of						Deficit
							purchase			Accumulated			accumulated
					Additional		price over			other			during the
	Common stock				paid-in		net aset			comprehensive			exploration
	Shares		Amount		capital		value			(loss) income			stage			Total
			$		$		$			$			$			$
May 16, 2012 (inception) issuance		213,000,000		213,000		—		—			—			(191,334	)		21,666
Excess of purchase price over net asset value		—		—		—		(299,105	)		—			—			(299,105	)
Cumulative translation adjustment		—		—		—		—			(10,296	)		—			(10,296	)
Net Loss for the period		—		—		—		—			—			(479,034	)		(479,034	)
As at September 30, 2012		213,000,000		213,000		—		(299,105	)		(10,296	)		(670,368	)		(766,769	)
Acquisition of Allied Technologies Group, Inc. (Note 1)		109,000,000		109,000		—		—			—			(85,700	)		23,300
Issuance of shares re: consulting agreement (Note 1)		16,650,000		16,650		312,683		—			—			—			329,333
Cumulative translation adjustment		—		—		—		—			33,455			—			33,455
Net Loss for the year		—		—		—		—			—			(1,990,206	)		(1,990,206	)
As at September 30, 2013		338,650,000		338,650		312,683		(299,105	)		23,159			(2,746,274	)		(2,370,887	)

Acquisition

~~Note~~On December 1:14, ~~The~~2012, ~~forward~~Trio ~~stock~~Resources, ~~Split~~Inc. ~~for~~(formerly ~~previously~~Allied Technologies Group, Inc. – incorporated on September 22, 2011) entered into a transaction (the “Share Exchange” agreement), pursuant to which it acquired 100% of the issued ~~common~~and ~~shares~~outstanding ~~resulted~~equity insecurities ~~negative~~of ~~Additional~~TrioResources ~~Paid-In~~AG ~~Capital~~Inc., ~~This~~which ~~has~~became ~~been~~its ~~charged~~wholly owned subsidiary. Part of the consideration was a payment of $250,000, which was expensed during the year, to ~~Accumulated~~Ihar ~~Deficit~~Yaravenka, asthe anformer, ~~Appropriation~~sole officer, director and controlling shareholder for him to surrender and cancel 1,500,000 shares of ~~Capital~~common stock in Trio Resources, Inc. As at the close of the Share ~~The~~Exchange, ~~forward~~Allied ~~stock~~Technologies ~~split~~Group ~~has~~Inc. ~~been~~had ~~accounted~~no ~~for~~assets onor liabilities and it was a ~~retrospective~~public ~~basis~~shell company.

~~See~~TrioResources AG ~~accompanying~~Inc. ~~notes~~was incorporated on May 16, 2012 under the laws of the province of Ontario, Canada, is headquartered in Toronto, Ontario, Canada. This Company is an exploration stage company intending to focus on exploration, milling, and processing of mineralized material located on its property.

32Pursuant to the terms and conditions of the Share Exchange Agreement, Trio Resources, Inc. acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of common stock, of Trio Resources, Inc. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of Trio Resources, Inc. outstanding effective the date of the Exchange Agreement.

~~Trio~~The Share ~~Resources~~Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TrioResources AG Inc. ~~(formerly~~is ~~Allied~~considered ~~Technologies~~the ~~Inc~~acquirer for accounting and financial reporting purposes.)

~~(An~~2. Summary ~~Exploration~~of ~~Stage~~Significant ~~Company)~~Accounting Policies

~~Consolidated Statements~~ Basis of ~~Cash Flows~~Presentation

~~(Expressed~~The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ~~Dollar~~of America (“US GAAP”) for financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and are expressed in US dollars. The consolidated financial statements of the Company include the consolidated financial statements of Trio Resources, Inc. and its subsidiary, TrioResources AG Inc. Inter-company balances and transactions have been eliminated upon consolidation.

				Period from			Cumulative from
	Year ended			May 16, 2012			May 16, 2012
	September 30,			(inception) to			(inception) to
	2013			September 30, 2012			September 30, 2013
	$			$			$
OPERATING ACTIVITIES
Net loss for the year/period		(1,990,206	)		(479,034	)		(2,469,240	)
Depreciation		14,250			3,594			17,844
Stock based payment for services		229,546			—			229,546
Accretion expense on convertible note payable - related party		101,855			—			101,855
Net change in non-cash working capital balances:
Prepaid expense and other receivables		(13,640	)		(10,023	)		(23,663	)
Accounts payable and accrued liabilities		713,379			61,320			774,699
Cash used in operating activities		(944,816	)		(424,143	)		(1,368,959	)
INVESTING ACTIVITIES
Purchase consideration (Note 6)		—			(99,510	)		(99,510	)
Loan receivable - related party		—			(67,331	)		(67,331	)
Purchase of Property and equipment		(144,570	)		(30,129	)		(174,699	)
Cash used in investing activities		(144,570	)		(196,970	)		(341,540	)
FINANCING ACTIVITIES
Increase in bank indebtedness		10,988			—			10,988
Issuance of common stock		—			21,196			21,196
Convertible notes payable		379,146			607,615			986,761
Loans payable including draw down loan payable		692,319			—			692,319
Cash provided by financing activities		1,082,453			628,811			1,711,264
Net decrease in cash during the year/period		(6,933	)		7,698			765
Effect of foreign currency translation		(1,153	)		388			(765	)
Cash, beginning of the year/period		8,086			—			—
Cash, end of year/period		—			8,086			—
Non cash financial activities (Note 6)
Increase in convertible note payable - related party		298,135			—			298,135
Non-cash investing and financing activities		(299,105	)		—			(299,105	)
		(970	)					(970	)

The Company’s fiscal year-end is September 30. The Company’s functional currency is Canadian (“CDN”) dollars. The Company’s reporting currency is the U.S. dollar. Assets and liabilities are translated into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates prevailing during the reporting period. Stockholders’ deficiency is translated at historical rates. Adjustments resulting from translating the consolidated financial statements into the U.S. dollar are recorded as a separate component of accumulated other comprehensive loss in the statements of stockholders’ deficiency.

~~See~~Use of ~~accompanying notes~~Estimates

33The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates include the following: the estimated useful lives and valuation of property and equipment; the valuation of mining properties, deferred tax assets, convertible notes payable, convertible draw down loan payable, derivative liabilities, and stock-based compensation and payment; assumptions used in the going concern assessment. Actual results could materially differ from those estimates.

~~Trio~~Comprehensive Income ~~Resources, Inc.~~ (~~formerly Allied Technologies Inc.~~Loss)

~~(An~~ASC ~~Exploration~~220 ~~Stage~~“Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company) is disclosing this information on its consolidated statement of operations and comprehensive loss.

~~Notes to the Consolidated Financial Statements~~Cash

~~(Expressed~~Cash, includes deposits in ~~United~~banks ~~States~~which ~~Dollar)~~are unrestricted as to withdrawal or use.

~~1. Organization, Nature of Business, Management Plans and Going Concern~~F-7

~~Organization~~2. Summary ~~and~~of ~~Nature~~Significant ofAccounting ~~Business~~Policies (continued)

Trio Resources, Inc. (the “Company”, “Trio Resources” or Trio Resouces, Inc. and its subsidiary), formerly Allied Technologies Group, Inc. (“Allied”) was incorporated in the state of Nevada on September 22, 2011.Inventory

~~On December 14, 2012 Allied entered~~Inventory ~~into~~is acomprised ~~transaction (the “Share Exchange”), pursuant to which Trio Resources, Inc. acquired 100%~~ of ~~the~~mineralized ~~issued~~material ~~and~~that ~~outstanding equity~~is ~~securities~~available of TrioResources AG Inc. (“Trio”), which became its wholly owned subsidiary. As a result of the Share Exchange, Trio Shareholders became the controlling shareholders of the Trio Resources, Inc., owning an aggregate of 66.15% of the issued and outstanding shares of Common Stock. The acquisition was accounted for asimmediate aconcentration recapitalization using accounting principles applicable to reverse acquisitions whereby the consolidated financial statements subsequent to the date of the acquisition are presented as a continuation of TrioResources AG Inc. Under reverse acquisition accounting TrioResources AG Inc. (legal subsidiary) will be treated as the accounting parent (acquirer) and ~~Trio Resources, Inc~~processing. ~~(legal~~Inventory ~~parent)~~is ~~will~~valued beat ~~treated as~~ the ~~accounting subsidiary~~ ~~(acquiree).~~lower ~~All outstanding shares have been restated to reflect the effect~~ of ~~the~~cost ~~reverse~~or ~~acquisition,~~net ~~which~~realizable ~~includes one for one issuance of Trio Resources, Inc~~value. ~~shares to the TrioResources AG Inc. shareholders.~~

~~Under the terms of the Share~~Revenue Exchange, the former sole director, officer, and principal shareholder of Trio Resources, Inc. (the “Principal Shareholder”), cancelled all 1,500,000 shares of Common Stock that he owned, which constituted 57.9% of the issued and outstanding shares of Common Stock prior to the Share Exchange.Recognition

~~Trio Resouces, Inc. and its subsidiary~~The ~~(“the~~ Company”) ~~has~~recognizes ~~filed~~revenue awhen ~~Certificate~~the offollowing ~~Amendment~~four ofrevenue ~~its~~recognition ~~Articles~~criteria ofare ~~Incorporation~~met (~~the “Charter Amendment”~~1) ~~with~~ ~~the~~persuasive ~~Secretary~~evidence of ~~State~~an ofarrangement that ~~Nevada~~exists; to (12) ~~change~~delivery ~~its~~has ~~name~~occurred ~~from~~or ~~Allied~~services ~~Technologies~~have ~~Group,~~been ~~Inc.~~provided; ~~to Trio Resources, Inc.~~ (~~the “Name Change”~~3) ~~and~~the ~~(2)~~selling ~~increase~~price ~~its~~is ~~total~~fixed ~~authorized~~or ~~shares~~determinable ofand ~~Common Stock, from 75,000,000 shares to 400,000,000~~(4) ~~shares~~collectability ~~(the~~is ~~“Authorized~~reasonably ~~Share Increase”)~~assured. ~~Additionally,~~Other asrevenue afrom ~~condition to close~~ the ~~Share~~sale ~~Exchange,~~of ~~the~~tailings ~~Company’s Board~~located ofon ~~Directors~~our ~~approved~~property ~~and~~may ~~authorized~~be ~~the~~subject ~~Company~~ to ~~take~~adjustment upon ~~the~~final ~~necessary~~settlement ~~steps~~of toestimated ~~effect~~metal arecoveries, ~~forward~~metal ~~stock~~prices, ~~split~~weights ofand ~~the~~assays, ~~issued~~ and ~~outstanding~~are ~~shares~~recorded ofas ~~Common~~adjustments ~~Stock,~~to ~~such~~other revenue ~~that~~in ~~each~~the ~~lot~~period of ~~one~~final ~~(1)~~settlement ~~issued and outstanding share~~ of ~~Common~~prices, ~~Stock~~weights ~~shall be automatically changed~~ and ~~converted~~assays. ~~into~~Such ~~one~~adjustments ~~hundred~~are ~~(100)~~typically ~~shares~~not ofmaterial ~~Common~~in ~~Stock, payable~~ relation to ~~all~~the ~~holders~~initial ofinvoice ~~record~~amounts. ofIn ~~the~~circumstances ~~Common~~when ~~Stock~~these ascriteria ~~of December~~are 31not met, ~~2012~~revenue ~~(the~~recognition ~~“Forward~~is ~~Stock~~deferred ~~Split”)~~until resolution occurs.

~~The Share Exchange was accounted~~Mineral ~~for~~Property ~~as a reverse takeover/recapitalization effected by a share exchange, wherein Trio is considered the acquirer for accounting~~ and ~~financial~~Exploration reporting purposes. The effective date of the Share Exchange Agreement is December 14, 2012 and all of the necessary accounting adjustments were fully reflected in these consolidated financial statements.Costs

The Company ishas ~~considered~~been toin bethe anexploration ~~Exploration~~stage ~~Stage company~~since asits ~~defined~~formation ~~under~~on ~~SEC~~May ~~Guide~~16, 72012, ~~(a)~~and ~~(4)~~it ~~(i)~~has ~~Description~~been ofundertaking ~~Property~~plans byand ~~Issuers~~taking ~~Engaged or~~ steps to bebuild ~~Engaged~~a infacility ~~Significant~~which ~~Mining. The~~will ~~Company’s~~be ~~principal~~capable ~~business is the exploration~~ of ~~mineral~~processing ~~resources on~~ the ~~Company’s existing property and any new properties it may acquire and processing of~~ mineralized material on its property.

34Before mineralization is classified as “proven and probable” reserves; costs are expensed and classified as Mineral property and exploration costs. Capitalization of mine development project costs, that meet the definition of an asset, begins once mineralization is classified as “proven and probable reserves.”

~~Trio~~When it ~~Resources~~has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the ~~Inc~~costs incurred to acquire and develop such property are capitalized. ~~(formerly~~Such ~~Allied~~costs ~~Technologies~~will ~~Inc~~be amortized using the units-of-production method over the estimated life of the probable reserve.) If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~(An Exploration Stage Company)~~Mining Properties

~~Notes~~Mining property toacquisition costs are capitalized when incurred and will be amortized using the ~~Consolidated~~units ~~Financial~~of ~~Statements~~production method over the estimated life of the reserve following the commencement of production. If a mining property is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of abandonment or impairment.

~~(Expressed~~Acquisition costs ininclude ~~United~~cash ~~States~~consideration ~~Dollar)~~and the fair value of shares issued on the acquisition of mining properties.

~~1. Organization, Nature of Business, , Management Plans and Going Concern (continued)~~Exploration Costs

~~Going~~Exploration costs, ~~Concern~~which include maintenance, development and exploration of mineral claims, are expensed as incurred. When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed.

~~The consolidated financial statements have~~Mining been prepared assuming that the Company will continue as a going concern. Since its inception on May 16, 2012 to September 30, 2013, the Company has not generated significant revenue and has incurred accumulated losses of $2,469,240. As at September 30, 2013, the Company has a working capital deficiency of $1,391,729 and has accumulated deficit during the exploration stage of $2,746,274. To date, the Company has not generated positive cash flows from operations and has primarily relied upon debt and equity financing from third parties and related parties to finance its operations. The Company anticipates that its future mill operations will generate positive cash flows in fiscal 2014 provided that it is successful in obtaining additional financing in the foreseeable future. The Company has negotiated a $500,000 Draw Down facility (Note 8) with Seagel Investments Corp. of which $425,000 has been drawn as at September 30, 2013. As disclosed in Note 13, on November 27, 2013, the Company entered into a Draw Down Facility in the amount of $335,000 with a lender of which $50,000 has been obtained as at December 20, 2013. The Company is also pursuing additional financing. However, there can be no assurance that the additional financing shall be available on terms or conditions acceptable to the Company. These factors raise substantial doubt about its ability to continue as a going concern. No adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the consolidated financial statements, which could be material if the current business plan is not successful and when the Company is not able to continue as a going concern.Rights

~~Acquisition~~The Company has determined that its patented mining claims meet the definition of a mineral resource asset, as defined by accounting standards, and are tangible assets. As a result, the costs of mining assets are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserves. The Company’s rights to extract minerals are not limited by time. For mining rights in which proven and probable reserves have not yet been established, the Company assesses the carrying value for impairment at the end of each reporting period. During the year ended September 30, 2014, the Company did not record any impairment charges.

On December 14, 2012, Trio Resources, Inc. (formerly Allied Technologies Group, Inc. – incorporated on September 22, 2011) entered into a transaction (the “Share Exchange” agreement), pursuant to which it acquired 100% of the issued and outstanding equity securities of TrioResources AG Inc., which became its wholly owned subsidiary. Part of the consideration was a payment of $250,000, which was expensed during the year, to Ihar Yaravenka, the former, sole officer, director and controlling shareholder for him to surrender and cancel 1,500,000 shares of common stock in Trio Resources, Inc. As at the close of the Share Exchange, Allied Technologies Group Inc. had no assets or liabilities and it was a public shell company.F-8

~~TrioResources AG Inc~~2. ~~was incorporated~~ onSummary ~~May 16, 2012 under the laws~~ of ~~the~~Significant ~~province~~Accounting ofPolicies Ontario, Canada, is headquartered in Toronto, Ontario, Canada. This Company is an exploration stage company intending to focus on exploration, milling, and processing of mineralized material located on its property.(continued)

~~Pursuant to the terms and conditions~~Impairment of ~~the~~Long ~~Share~~Lived Exchange Agreement, Trio Resources, Inc. acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange for the issuance of 2,130,000 shares of common stock, of Trio Resources, Inc. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of Trio Resources, Inc. outstanding effective the date of the Exchange Agreement.Assets

35The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

~~Trio~~Recoverability of ~~Resources~~long lived assets is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, ~~Inc~~as well as specific appraisal in certain instances. ~~(formerly~~An ~~Allied~~impairment ~~Technologies~~loss ~~Inc~~is recognized when the carrying amount is not recoverable and exceeds fair value.) Management believes no impairment exists as of September 30, 2014.

~~(An~~Fair Value ~~Exploration~~Measurements ~~Stage~~and ~~Company)~~Fair Value of Financial Instruments

~~Notes~~Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the ~~Consolidated~~measurement ~~Financial~~date ~~Statements~~in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable. Accounting standards require utilization of the highest level of input to determine fair value. The three levels of input are as follows:

~~(Expressed~~Level 1 in- ~~United~~quoted ~~States~~prices ~~Dollar~~(unadjusted) in active markets for identical assets or liabilities;

1.Level 2 ~~Organization~~- observable inputs other than Level 1, ~~Nature~~quoted ofprices ~~Business~~for similar assets or liabilities in active markets, ~~Going~~quoted ~~Concern~~prices for identical or similar assets and ~~Management~~liabilities ~~Plans~~in ~~(continued)~~markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

~~The Share Exchange was accounted~~Level ~~for~~3 as- aassets ~~reverse~~and ~~takeover/recapitalization~~liabilities ~~effected~~whose bysignificant avalue ~~share~~drivers ~~exchange,~~are ~~wherein~~unobservable ~~TrioResources~~and AGcorroborated ~~Inc.~~by islittle ~~considered~~or ~~the~~no ~~acquirer for~~market ~~accounting and financial reporting purposes~~data.

~~2. Summary~~The Company ofrecords ~~Significant~~cash ~~Accounting Policies~~at fair value based on Level 1 inputs and derivative liabilities at fair value based on Level 2 inputs.

~~Basis of Presentation~~Income Taxes

The ~~accompanying consolidated financial~~ ~~statements~~Company ~~have~~accounts ~~been~~for ~~prepared~~income taxes in accordance with ~~accounting~~Accounting ~~principles~~Standard ~~generally~~Codification ~~accepted~~740, inIncome ~~the~~Taxes ~~United States of America~~ (“~~US GAAP”)~~ASC ~~for financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC~~740”), ~~and~~on ~~are~~a ~~expressed~~tax injurisdictional ~~US dollars~~basis. The ~~consolidated~~Company ~~financial~~files ~~statements~~income oftax ~~the~~returns ~~Company~~in ~~include~~ the ~~consolidated~~United ~~financial~~States ~~statements of Trio Resources, Inc.~~ and its subsidiary, ~~TrioResources~~files AGincome ~~Inc.~~tax ~~Inter-company~~returns in ~~balances~~Canada and ~~transactions~~the ~~have~~Province ~~been~~of ~~eliminated upon consolidation~~Ontario.

~~The~~Deferred tax ~~Company~~assets isand ~~considered~~liabilities toare berecognized infor the expected future tax consequences of temporary differences between the tax bases ~~exploration~~of ~~stage~~assets asand ~~defined~~liabilities and their financial statement reported amounts using enacted tax rates and laws in ~~Accounting~~effect ~~Standards~~in ~~Codification~~the ~~(“ASC”)~~year in ~~915,~~which ~~Development~~the ~~Stage~~differences ~~Entities~~are expected to reverse. ~~The~~A ~~Company has~~valuation ~~devoted~~allowance ~~substantially~~is ~~all~~provided ofagainst ~~its~~deferred ~~efforts~~tax assets when it is determined to ~~business~~be ~~planning~~more ~~and~~likely ~~development~~than bynot ~~means~~that ofthe ~~raising~~deferred ~~capital~~tax ~~for~~asset ~~operations~~will not be realized. The Company ~~has~~assesses ~~also~~the ~~not~~likelihood ~~realized~~of ~~any~~the ~~significant~~financial statement ~~revenues.~~effect ~~Among~~of ~~the~~a ~~disclosures~~tax ~~required~~position bythat ~~ASC~~should ~~915~~be ~~are~~recognized when it is more likely than not that the ~~Company's~~position ~~consolidated~~will be sustained ~~financial~~upon ~~statements~~examination beby ~~identified~~a astaxing ~~those~~authority based on the technical merits of anthe ~~exploration~~tax ~~stage~~position, ~~company~~circumstances, and ~~that~~information available as of the ~~consolidated~~reporting ~~statements~~date. ofThe ~~operations~~Company is subject to examination by taxing authorities in jurisdictions such as the United States and ~~comprehensive~~Canada. ~~loss,~~Management ~~stockholders'~~does ~~equity~~not ~~and~~believe ~~cash~~that ~~flows~~there ~~disclose~~are ~~activity~~any ~~since~~uncertain ~~the~~tax ~~date~~positions ofthat would result in an asset or liability for taxes being recognized in the accompanying consolidated financial statements. The Company's ~~inception~~recognizes tax-related interest and penalties, if any, as a component of income tax expense.

~~The~~ASC 740 ~~Company’s~~prescribes ~~fiscal~~recognition ~~year-end~~threshold isand measurement attributes for the financial statement recognition and measurement of a tax ~~September~~position ~~30.~~taken ~~The~~or ~~Company’s~~expected ~~functional~~to ~~currency~~be istaken ~~Canadian~~in ~~(“CDN”)~~a ~~dollars~~tax return. ~~The~~ASC ~~Company’s~~740 ~~reporting~~also ~~currency is~~provides ~~the~~guidance ~~U.S.~~on ~~dollar.~~de-recognition, ~~Assets~~classification, interest and ~~liabilities~~penalties, ~~are~~accounting ~~translated~~in ~~into~~periods, ~~the~~disclosure Uand transition.S. ~~dollar~~At ~~using~~September 30, 2014 and 2013, the ~~exchange~~Company ~~rates~~has atnot ~~each~~taken ~~balance~~any tax ~~sheet~~positions ~~date~~that would require disclosure under ASC 740. ~~Revenue~~ ~~and~~FASB ~~expenses~~ASC ~~are~~740 ~~translated~~prescribes atrecognition ~~average~~threshold ~~rates~~and ~~prevailing~~measurement ~~during~~attributes for the ~~reporting~~financial ~~period.~~statement ~~Stockholders’~~recognition ~~equity~~and ismeasurement ~~translated at~~of ~~historical~~a ~~rates.~~tax ~~Adjustments~~position ~~resulting~~taken ~~from~~or ~~translating~~expected ~~the~~to ~~consolidated~~be ~~financial~~taken ~~statements~~in ~~into~~a ~~the~~tax Ureturn.S. ~~dollar~~FASB ASC ~~are~~740 ~~recorded as~~also aprovides ~~separate~~guidance ~~component~~on ofde-recognition, ~~accumulated~~classification, ~~other~~interest ~~comprehensive~~and ~~loss~~penalties, accounting in periods, disclosure and transition. At September 30, 2014 and 2013, the ~~statements~~Company ofhas ~~stockholders’~~not ~~deficiency~~taken any tax positions that would require disclosure under FASB ASC 740.

~~Use of Estimates~~F-9

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods2. ~~Estimates may include those pertaining to valuation~~ ofSummary ~~inventories, stockpiles and mineralized material, the estimated useful lives and valuation~~ of ~~plant~~Significant ~~and~~Accounting ~~equipment,~~Policies mineral rights, deferred tax assets, convertible debt notes, derivative liabilities, reclamation liabilities, stock-based compensation and payments, going concern assumption assessment and contingent liabilities. Actual results could materially differ from those estimates.(continued)

36Recently Issued Accounting Standards

~~Trio~~From time ~~Resources~~to time, ~~Inc.~~new accounting pronouncements are issued by the Financial Accounting Standards Board (~~formerly~~FASB) ~~Allied~~or ~~Technologies~~other ~~Inc~~standard setting bodies that are adopted by the Company as of the specified effective date.)

~~(An~~In ~~Exploration~~August ~~Stage~~2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern, which will require an entity’s management to assess, for each annual and interim period, whether there is substantial doubt about the entity’s ability to continue as a going concern within one year of the financial statement issuance date. The definition of substantial doubt within the new standard incorporates a likelihood threshold of “probable” similar to the use of that term under current GAAP for loss contingencies. Certain disclosures will be required if conditions give rise to substantial doubt. The guidance will be effective for the Company) beginning with fiscal year 2017. Early adoption is permitted. The Company is currently evaluating the impact that this amended guidance will have on its consolidated financial statements and related disclosures.

~~Notes~~Recently toAdopted ~~the~~Accounting ~~Consolidated Financial Statements~~Standards

In June 2014, the Financial Accounting Standards Board (~~Expressed~~“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in ~~United~~this ~~States~~update ~~Dollar~~remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had’ been in the development stage. The amendments in this update are applied retrospectively.

23. Property ~~Summary~~and ~~of Significant Accounting Policies (continued)~~Equipment:

~~Comprehensive~~Equipment and ~~Income~~buildings ~~(Loss)~~consist of the following:

ASC 220 “Comprehensive Income” established standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its consolidated statement of operations and comprehensive loss. Comprehensive income comprised equity except for those transactions resulting from investments by owners and distribution to owners.

	September 30, 2014			September 30, 2013

Equipment	$	319,017		$	224,067
Less: Accumulated depreciation		(27,824	)		(14,057	)
Net equipment		291,192			210,010

Buildings		54,464			32,363
Less: Accumulated depreciation		(4,862	)		(3,497	)
Net buildings		49,602			28,866
	$	340,794		$	238,876

~~Cash~~On June 15, 2012, the Company acquired property and equipment from 2023682 Ontario Inc., a commonly-controlled related party. The cost of these acquired assets was recorded at the same historical carrying values reflected in the accounts of 2023682 Ontario Inc.

~~Cash~~Depreciation expense was $16,852 ~~includes~~and ~~deposits~~$14,250 infor ~~banks~~the ~~which are~~years ~~unrestricted~~ended asSeptember to30, ~~withdrawal~~2014 orand ~~use~~2013, respectively.

~~Inventory~~Equipment and buildings are depreciated on a straight line basis, once they are put in use, over their estimated useful lives:

Inventory is comprised of mineralized material that is available for immediate concentration and processing. Inventory is valued at the lower of cost or net realizable value.

	●	Equipment 15 years; and

	●	Buildings 20 years.

~~Revenue~~4. Mining ~~recognition~~Property Claims:

~~The Company recognizes revenue when the~~These ~~following~~represent ~~four~~patented ~~revenue~~claims ~~recognition~~purchased ~~criteria~~in ~~are~~May ~~met~~2012, ~~(1)~~in ~~persuasive~~a ~~evidence~~related ofparty antransaction ~~arrangement~~at ~~that~~CDN$10,200 ~~exists;~~ (2)4,000MT ~~delivery~~of ~~has~~concentrate ~~occurred or services have been provided; (3) the selling price is fixed or determinable~~ and ~~(4)~~book value ~~collectability~~of isrelated ~~reasonably assured~~party). These ~~Other revenue~~patent ~~from~~claims provide the ~~sale~~Company ofwith ~~tailings~~mining ~~located~~rights ~~on our property may be subject~~ to ~~adjustment~~certain ~~upon~~land ~~final~~located ~~settlement~~in ofColeman ~~estimated metal recoveries~~Township, District ~~metal~~of ~~prices~~Temiskaming, ~~weights and assays~~Ontario, ~~and~~Canada. ~~are~~On ~~recorded~~February as4, ~~adjustments~~2013 tothe ~~other~~Company ~~revenue~~made inits ~~the~~first ~~period~~shipment of ~~final~~mineralized ~~settlement~~material for ofrefining. ~~prices,~~No ~~weights~~amortization ~~and~~has ~~assays.~~been ~~Such~~charged ~~adjustments~~since ~~are~~the ~~typically~~date ~~not~~of ~~material~~purchase inas ~~relation~~amortization tois ~~the~~based ~~initial~~on ~~invoice~~units ~~amounts.~~of Inproduction ~~circumstances~~and the ~~when~~Company’s ~~these~~production ~~criteria~~volume ~~are~~up ~~not~~to ~~met~~September 30, ~~revenue~~2014 ~~recognition~~ is ~~deferred~~very ~~until resolution occurs~~insignificant.

~~Mineral Property and Exploration Costs~~F-10

~~The Company has been in the exploration~~5. ~~stage~~Loans ~~since its formation on May 16, 2012, and it has been undertaking plans and taking steps to build a facility which will be capable of processing the mineralized material on its property.~~Payable:

~~Before~~Loan payable ~~mineralization~~represent isunsecured ~~classified as “proven~~ and ~~probable”~~interest ~~reserves;~~free ~~costs~~financing ~~are~~provided ~~expensed~~by ~~and~~a ~~classified~~third ~~as Mineral property and exploration costs~~party. ~~Capitalization~~ ofThese ~~mine~~loans ~~development~~are ~~project~~repayable ~~costs,~~on ~~that meet the definition of an asset, begins once mineralization is classified as “proven and probable reserves~~demand.”

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to acquire and develop such property are capitalized6. ~~Such costs will be amortized using the units-of-production method over the estimated~~ ~~life~~Promissory ofNotes ~~the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.~~Payable:

37These promissory notes are unsecured and carry interest at 8% per annum. Interest payable related to these notes amounted to $1,028 as at September 30, 2014. Interest expense relating to these notes amounted to $1,028 during the year. These notes are repayable by June 24, 2015.

~~Trio Resources, Inc~~7. Convertible ~~(formerly~~Notes ~~Allied Technologies Inc.)~~Payable:

(An Exploration Stage Company)

		September 30, 2014			September 30, 2013

Convertible Notes (a)	$	916,185		$	966,363
Convertible Notes (b)		923			-
		917,108			966,363
Current portion		(917,108	)		(482,655	)
	$	-		$	483,708

~~Notes~~The total toconvertible ~~the~~notes ~~Consolidated~~of ~~Financial~~$917,108 ~~Statements~~issued and outstanding as at September 30, 2014 are classified as current in accordance with their terms of maturity (Outstanding balances as at September 30, 2013 were $482,655 classified as current and $483,708 as non-current).

~~(Expressed~~Convertible Notes ~~in United States Dollar~~(a)

2.The details ~~Summary~~ of ~~Significant~~the ~~Accounting~~convertible ~~Policies~~notes ~~(continued)~~outstanding as at September 30, 2014 are as follows:

~~Mineral~~On September ~~Properties~~30, 2012, the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $266,445 (US $241,053), Siderion Capital Group Inc. in the amount of CDN $295,163 (US $267,034), and Seagel Investment Corp. in the amount of CDN $49,000 (US $47,559). Each of these September 30, 2012 convertible notes have a two (2) year term and have an interest rate of 10% per annum.

Mineral property acquisition costs are capitalized when incurred and will be amortized using the units of production method over the estimated life of the reserve following the commencement of production. If a mineral property is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of abandonment or impairment.F-11

~~Acquisition costs include cash consideration~~7. ~~and~~Convertible ~~the~~Notes ~~fair~~Payable ~~value of shares issued on the acquisition of mineral properties.~~(continued):

~~Exploration~~On October ~~Costs~~31, 2012 the Company entered into convertible notes with Incendia Management Group Inc. in the amount of CDN $7,000 (US $6,333), Siderion Capital Group Inc. in the amount of CDN $20,000 (US $18,094), Seagel Investment Corp. in the amount of CDN $2,500 (US $2,262), and Seagel Investment Ltd. in the amount of US $345,081. Each of these October 31, 2012 convertible notes has a term of two (2) years and bears an interest rate of 10% per annum.

~~Exploration~~All of ~~costs,~~the ~~which~~convertible ~~include~~notes ~~maintenance, development~~referred ~~and~~to ~~exploration~~above ofmay ~~mineral~~be ~~claims~~converted, ~~are~~at ~~expensed~~any astime ~~incurred. When~~at itthe isoption ~~determined~~of ~~that~~the aholder, ~~mineral~~into ~~deposit can~~shares beof ~~economically~~the ~~developed~~common stock asof athe ~~result~~Company, ofor ~~establishing~~in ~~proven~~the ~~and~~event ~~probable~~that ~~reserves,~~Debtor ~~the~~goes ~~costs~~public ~~incurred~~into ~~after~~the ~~such~~shares ~~determination will~~of bethe ~~capitalized~~public ~~and~~company ~~amortized~~at ~~over~~the ~~their~~lower ~~useful~~of ~~lives~~$1. To00 ~~date~~per share, the ~~Company~~initial ~~has~~listing ~~not~~price ~~established~~of ~~the~~$0.55 ~~commercial~~less ~~feasibility~~ 20% discount of ~~its~~the ~~exploration~~price ~~prospects;~~of ~~therefore~~the public shares, ~~all~~or ~~exploration~~any ~~costs~~financing ~~are~~that ~~being~~is ~~expensed~~done by the Company by way of a registration statement.

~~Mining~~These ~~Rights~~convertible notes and Drawn Down Loan Payable (Note 9) are secured against the assets of the TrioResources AG Inc. until the Company becomes publically traded and the convertible notes are converted to shares or the convertible notes are redeemed. As at September 30, 2014, all of the convertible notes and the Draw Down Facility remain outstanding and none have been converted to common shares.

The ~~Company has determined that its patented~~ ~~mining~~convertible ~~claims~~notes ~~meet~~may ~~the~~be ~~definition~~repaid ofat aany ~~mineral~~time ~~resource~~without ~~asset,~~penalty asor ~~defined~~bonus. bySubsequent ~~accounting~~to ~~standards,~~year end and ~~are~~up ~~tangible~~to ~~assets. As a result,~~ the ~~costs~~date of ~~mining~~this assets are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developedfiling, ~~costs will be~~ ~~amortized~~none ~~using the units-~~of~~-production~~ ~~method over~~ the ~~estimated~~above ~~life~~notes ofwere ~~the~~either ~~probable~~paid ~~reserves.~~or ~~The~~converted ~~Company’s~~into ~~rights~~common ~~to extract~~stocks ~~minerals are not limited by time. For mining rights in which proven and probable reserves have not yet been established, the Company assesses the carrying value for impairment at the end~~ of ~~each reporting period. During~~ the ~~year ended September 30, 2013, the~~ Company ~~did not record any impairment charges~~.

~~Impairment~~Interest expense of ~~Long~~$151,124 ~~Lived~~have ~~Assets~~been recognized for the year ended September 30, 2014 (2013 - $125,826).

~~The Company tests long-lived assets or~~Convertible ~~asset~~Notes ~~groups~~(b) for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

~~Recoverability~~On November of27, ~~long~~2013, ~~lived~~the ~~assets~~Company ~~is assessed~~entered ~~based~~into ona ~~the~~convertible ~~carrying~~promissory ~~amount~~note ofagreement (the ~~asset~~“Note”) ~~and~~whereby ~~its~~the ~~fair~~investor may purchase up to $335,000 face value ~~which~~convertible isnotes ~~generally~~with ~~determined~~a ~~based~~two-year onterm. ~~the~~If ~~sum~~drawn ofin its entirety, the ~~undiscounted~~consideration is ~~cash~~equal ~~flows~~to ~~expected~~$300,000 resulting in an original issue discount of $35,000. Pursuant to ~~result~~this ~~from~~agreement, the ~~use~~Company received $50,000 (face value of $55,833) on November 27, 2013 and $25,000 (face value of $27,917) on March 14, 2014. If the ~~eventual~~Company ~~disposal~~elects to repay the consideration received within 90 days from the effective date of the ~~asset~~consideration, asthere ~~well~~is asno ~~specific~~interest ~~appraisal~~due inon ~~certain~~the ~~instances~~note. AnHowever, ~~impairment~~if ~~loss~~the consideration is ~~recognized~~not ~~when~~repaid within 90 days of the ~~carrying~~effective ~~amount~~date, there is ~~not~~a ~~recoverable~~one-time ~~and~~interest ~~exceeds~~charge ~~fair~~equal ~~value~~to 12% of the outstanding principal balance. ~~Management~~The ~~believes~~note nois ~~impairment~~convertible into common stock at the lender’s option, at the lower ~~exists~~(a) as$0.10 or (b) 60% of ~~September~~the ~~30,~~lowest ~~2013~~trade price in the 25 trading days previous to the conversion.

38The Note provides for redemption upon the occurrence of an event of default. Default conditions include non-servicing of the debt and certain other credit risk related conditions. Default conditions also include certain equity indexed events including failures to file public information documents and failure to comply with Rule 144 requirements. The remedy to the lender for an event of default is payment of the greater of (i) the outstanding balance of the Note divided by the conversion price on the date the default amount is either demanded or paid in full, whichever has a lower conversion price multiplied by the VWAP on the date the default amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding balance of the note.

~~Trio Resources, Inc. (formerly Allied Technologies Inc.)~~Accounting Considerations

~~(An~~The Company ~~Exploration~~has ~~Stage~~accounted for the Initial Tranches of $50,000 and $25,000 issued for cash as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the Initial Tranche under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the conversion option and certain redemption rights that were indexed to equity risks (“Default Put”). The conversion option along with the redemption features bearing risks of equity, were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

~~Notes~~Based on the previous conclusions, the Company allocated the cash proceeds first to the ~~Consolidated~~derivative ~~Financial~~component ~~Statements~~at its fair value with the residual allocated to the host debt contract, as follows:

~~(Expressed in United States Dollar)~~F-12

27. Convertible ~~Summary~~Notes ofPayable ~~Significant Accounting Policies~~ (continued):

Fair Value Measurements and Fair Value of Financial Instruments

	Allocation
	$50,000 Note			$25,000 Note

Compound embedded derivative	$	62,007		$	29,461
Financing costs expense		(5,000	)		(2,500	)
Day-one derivative loss		(7,007	)		(1,961	)
	$	50,000		$	25,000

~~Fair~~The proceeds ~~value~~were isallocated ~~defined~~between as the ~~price~~compound ~~that would~~embedded bederivative ~~received~~and tothe ~~sell~~financing ancosts ~~asset~~expense. orThese ~~paid~~resulted toin ~~transfer~~ a ~~liability~~day-one derivative inlosses anand ~~orderly~~therefore, ~~transaction~~there ~~between~~were ~~market~~no ~~participants~~value atallocated ~~the measurement~~to ~~date~~these innotes on the ~~principal~~inception ordate. ~~most~~These ~~advantageous~~Notes ~~market.~~will ~~The~~be ~~Company~~accreted up ~~uses~~to atheir ~~fair~~face value ~~hierarchy~~over ~~that~~their ~~has~~lives ~~three~~based ~~levels~~on ~~of inputs,~~an ~~both~~effective ~~observable~~interest ~~and~~rate ~~unobservable. Accounting standards require utilization~~ of ~~the~~21.15%. ~~highest~~Accretion ~~level~~expense of ~~input~~$3,811 towas ~~determine fair~~recorded ~~value.~~for ~~The~~the ~~three~~year ~~levels~~ended ofSeptember ~~input~~30, ~~are as follows:~~2014.

~~Level~~During the 1year -ended ~~quoted~~September ~~prices~~30, ~~(unadjusted)~~ 2014, convertible note of $50,000 and accrued interest of $5,560 was converted into 7,700,000 shares of common stock in accordance with the conversion option as explained above. Further, subsequent to year end, the remaining convertible ~~active~~note ~~markets~~of ~~for~~$25,000 ~~identical~~with ~~assets~~accrued orinterest ~~liabilities;~~of $3,190 up to the date of conversion was converted into 22,490,731 shares of common stock in accordance with the conversion option as explained above.

~~Level 2 - observable inputs other than~~The ~~Level~~total 1,carrying ~~quoted~~value ~~prices~~of ~~for~~outstanding ~~similar~~Notes ~~assets~~as orof ~~liabilities~~September ~~in active markets~~30, ~~quoted~~2014 ~~prices~~amounted ~~for~~to ~~identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and~~$923.

~~Level 3 - assets and liabilities whose~~8. ~~significant~~Derivative ~~value drivers are unobservable and corroborated by little or no market data.~~Liabilities:

The following tables summarize the components of the Company’s ~~asset~~derivative ~~recorded~~liabilities atand ~~fair value~~linked iscommon ~~cash~~shares as of September 30, ~~which~~2014 isand ~~based~~the onamounts ~~Level~~that 1were ~~inputs.~~reflected in income related to derivatives for year ended September 30, 2014:

Income Taxes

	As at September 30, 2014
	Index shares		Fair values

Compound embedded derivatives		2,520,292	$	(35,064	)
Warrant derivatives		75,000		(203	)
		2,595,292	$	(35,267	)

~~The~~In October ~~Company~~2014, ~~accounts~~the ~~for~~remaining ~~income~~convertible ~~taxes~~note ~~in accordance~~of $25,000 with ~~Accounting~~accrued ~~Standard~~interest ~~Codification~~of ~~740~~$3,190 ~~Income~~was ~~Taxes~~converted ~~("ASC~~into ~~740")~~22,490,731 onshares ~~a tax jurisdictional basis. The Company~~of ~~files~~common ~~income~~stock ~~tax~~in ~~returns~~accordance inwith the ~~United~~conversion ~~States~~option ~~and~~as ~~its~~explained ~~subsidiary files income tax returns~~ in ~~Canada~~Note ~~and the Province of Ontario~~7.

~~Deferred tax assets and liabilities are~~The ~~recognized~~following ~~for~~table summarizes the ~~expected~~effects ~~future~~on ~~tax consequences of temporary differences between~~ the ~~tax~~Company’s ~~bases~~loss ofassociated ~~assets~~with ~~and~~changes ~~liabilities and their financial statement reported amounts using enacted tax rates and laws~~ in ~~effect in~~ the ~~year~~fair invalues which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. The Company assesses the likelihood of the derivative financial ~~statement~~instruments ~~effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination~~ by a ~~taxing~~type ~~authority based on the technical merits~~ of ~~the~~financing tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in jurisdictions such as the United States and Canada. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for ~~taxes being recognized in~~ the ~~accompanying~~year ~~consolidated~~ended ~~financial~~September ~~statements. The Company recognizes tax-related interest and penalties~~30, ~~if any, as a component of income tax expense.~~2014:

ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in periods, disclosure and transition. At September 30, 2013 and 2012, the Company has not taken any tax positions that would require disclosure under ASC 740. FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in periods, disclosure and transition. At September 30, 2013 and 2012, the Company has not taken any tax positions that would require disclosure under FASB ASC 740.

	Year ended
	September 30, 2014

Compound embedded derivatives	$	(11,787	)
Warrant derivatives		1,455
Day-one derivative losses		(8,295	)
Total loss	$	(18,627	)

39The Company’s face value $55,833 and $27,917 Convertible Promissory Notes (Note 7) issued on November 27, 2013 and March 14, 2014, respectively, and Common Stock Purchase Warrant issued on December 13, 2013 (warrants issued under Teck Agreement) gave rise to derivative financial instruments. The Note embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option and default put.

~~Trio~~During the ~~Resources~~year ended September 30, ~~Inc~~2014, convertible note of $50,000 and accrued interest of $5,560 was converted into 7,700,000 shares of common stock in accordance with the conversion option as explained in Note 7. ~~(formerly~~Further, ~~Allied~~subsequent ~~Technologies~~to ~~Inc~~year end, the remaining convertible note of $25,000 with accrued interest of $3,190 was converted into 22,490,731 shares of common stock in accordance with the conversion option as explained in Notes 7 and 17.)

~~(An Exploration Stage Company)~~F-13

~~Notes~~8. Derivative toLiabilities ~~the~~(continued): ~~Consolidated Financial Statements~~

~~(Expressed~~Current accounting principles that are provided in ~~United~~ASC ~~States~~815 ~~Dollar)~~- Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative.

2The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. ~~Summary~~Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk free rates. The Company has selected Binomial Lattice to fair value the warrant derivatives because it believes this technique is reflective of ~~Significant~~all ~~Accounting~~significant ~~Policies~~assumption ~~(continued)~~types market participants would likely consider in transactions involving freestanding warrants derivatives. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

~~Recently~~As at ~~Issued~~September ~~Accounting~~30, ~~Standards~~2014, the only note outstanding was of $25,000. Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that recently issued accounting pronouncements adopted do not have a material impact on its financial position or results of operations.

	$25,000 Note
	Inception date			September 30, 2014

Quoted market price on valuation date	$	0.02		$	0.01
Contractual conversion rate	$	0.02		$	0.012
Contractual term to maturities		2 years			1.50 years
Implied expected term to maturity		1.612 years			1.52 years
Market volatility:
Range of volatilities		125.65% - 183.52	%		127.09% - 191.72	%
Equivalent volatility		145.90	%		148.49	%
Contractual interest rate		6.00	%		6.00	%
Equivalent market risk adjusted interest rate		9.43	%		9.43	%
Equivalent credit risk adjusted yield		6.53	%		6.53	%

3.The following ~~Property~~table reflects the issuances of compound embedded derivatives and ~~Equipment:~~changes in fair value inputs and assumptions related to the compound embedded derivatives during the year ended September 30, 2014.

On June 15, 2012, the Company acquired property and equipment from 2023682 Ontario Inc., a commonly-controlled related party (see Note 6). The cost of these acquired assets was recorded at the same historical carrying values reflected in the accounts of 2023682 Ontario Inc.

	September 30, 2014

Balances at October 1, 2013	$	-
Convertible Notes Financing		31,004
Changes in fair value inputs and assumptions reflected in income		4,060
Balances at September 30, 2014	$	35,064

~~Equipment~~The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and ~~buildings~~the ~~consist~~interest components of the ~~following:~~Monte Carlo Simulation technique.

	September 30, 2013		September 30, 2012
Equipment	$	224,067	$	102,417
Less accumulated depreciation		14,057		3,083
Net equipment		210,010		99,334
Buildings		32,363		16,973
Less accumulated depreciation		3,497		511
Net buildings		28,866		16,462
Net property and equipment	$	238,876	$	115,796

The Common Stock Purchase Warrant issued on December 13, 2013 contained a variable conversion price, the Company has classified it as a derivative liability.

~~Depreciation expense was $~~F-14~~,250 and $3,594 for the year ended September 30, 2103 and period ended September 30, 2012, respectively.~~

~~Equipment and buildings are depreciated~~8. onDerivative aLiabilities ~~straight line basis, once they are put in use, over their estimated useful lives~~(continued):

·The Binomial ~~Equipment~~Lattice 15technique ~~years;~~is ~~and~~a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. Significant assumptions utilized in the Binomial Lattice process are as follows for the warrants as of September 30, 2014:

· Buildings 20 years.

	September 30, 2014

Linked common shares	75,000
Quoted market price on valuation date	$	0.01
Quoted market price on valuation date	$	0.598
Term (years)		1.230
Range of market volatilities		132.64% - 189.68	%
Risk free rates using zero coupon US Treasury Security rates		0.07% - 0.38	%

40The following table reflects the issuances of derivative warrants and changes in fair value inputs and assumptions related to the derivative warrants during the year ended September 30, 2014.

Trio Resources, Inc. (formerly Allied Technologies Inc.)

	September 30, 2014

Balances at October 1, 2013	$	-
Common stock purchase warrants		1,658
Changes in fair value inputs and assumptions reflected in income		(1,455	)
Balances at September 30, 2014	$	203

~~(An~~The fair ~~Exploration~~value ~~Stage~~of all warrant derivatives is significantly influenced by the Company)’s trading market price, the price volatility in trading and the risk free interest components of the Binomial Lattice technique.

~~Notes~~9. Convertible toDraw ~~the~~Down ~~Consolidated~~Loan ~~Financial Statements~~Payable:

~~(Expressed~~The Company entered into a one-year draw down facility, dated as of November 1, 2012, with a lender in ~~United~~the ~~States~~maximum ~~Dollar)~~amount of $500,000. The facility bears interest at the rate of 10% per annum. The Company may from time to time request to draw down on this convertible debt facility subject to the discretion of the lender. The term of the draw down facility is for one year during which the Company may draw down up to $500,000.

~~Patented~~After completion ~~Claims:~~of the one-year term, any outstanding principal and accrued interest remaining on the debt facility will be converted into a convertible note with an additional term of one (1) year. Pursuant to the terms of this draw down facility, this convertible debt obligation may, at the option of the creditor, be converted into the common shares of the Company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement. The Company has an option to convert at whichever price is the lowest of all options above. Through the completion of the reverse takeover of Allied Technologies Group Inc. on December 14, 2012 the Company became public. As at September 30, 2014 the amount outstanding under the draw down facility was $425,000 (2013 - $425,000).

~~At September 30, 2013, the Company also has mining property patent claims of $9,900~~10. ~~These patent claims provide the Company with mining rights to certain land located~~ inConvertible ~~Coleman~~Note ~~Township,~~Payable ~~District~~– ofRelated ~~Temiskaming, Ontario, Canada. On February 4, 2013 the Company made its first shipment of mineralized material for refining.~~Party:

~~The~~As of ~~patented~~September ~~claim~~30, ~~was~~2014, ~~purchased~~the inCompany ~~May 2012,~~has in a ~~related~~convertible ~~party~~note ~~transaction~~payable atof ~~CDN~~$10446,~~200~~100 (4CDN $500,~~000MT~~000) ofto ~~concentrate~~a ~~and~~related ~~book~~party. ~~value~~This note became due two years from the date of ~~related~~issuance ~~party~~(June 15, 2012) and accrued interest at 3% per annum beginning on the one year anniversary of issuance. No ~~amortization~~The terms of this convertible note specified that if the Company was successful in a ‘going public’ transaction, ~~has~~the ~~been~~convertible ~~charged~~note ~~since~~would become convertible into shares of common stock of the ~~date~~Company at a conversion price equal to the weighted average of ~~purchase~~the asCompany’s ~~amortization~~share isprice based on ~~units~~the average 5 day bid price, within 30 days of ~~production~~the ~~and~~Company going public. If there are no trades on any given day in the first 30 days after the Company’s ~~production volume~~stock upbegins to ~~September~~trade 30then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any time without penalty or bonus. This convertible note was interest free for the first 12 months post-closing of the asset purchase, ~~2013~~thereafter; isit ~~very~~accrued ~~insignificant~~interest at the rate of 3% per annum.

~~4. Stockholders’ Deficit:~~F-15

~~The Company’s authorized capital consists of 400,000,000 shares of common stock~~10. ~~At September 30, 2013, there were 338,650,000 shares of common stock issued~~ ~~and~~Convertible ~~outstanding~~Note ~~(September~~Payable ~~30,~~– ~~2012~~Related -Party ~~213,000,000).~~ (~~See Note 1 - Acquisition~~continued).:

~~Pursuant~~This note towas adiscounted ~~consulting~~resulting ~~agreement~~in ~~entered into~~an ~~with~~effective ~~Seagel~~interest ~~Investments~~rate ~~Corp~~of 27%. As a result, a $210,415 discount to the ~~Company~~note ~~issued~~was ~~Seagel~~recorded which ~~Investments~~is ~~Corp~~being amortized to as accretion expense over the term of the note. The Company completed its going public transaction and became public on December 14, 162012,~~100,000~~ ~~common~~the ~~shares~~first ~~which~~trades ~~were~~took ~~valued~~place on January 11, 2013 at $~~26,833,~~0.55 ~~being~~per share; however, the ~~fair~~holder has ~~value~~not ofrequested ~~the~~for ~~common~~conversion into shares. ~~The~~This ~~Company~~has ~~recorded~~been ~~this~~classified ~~amount~~ as anon-current ~~consulting~~as ~~expense~~management inhas ~~the~~obtained ~~year~~a ~~ended~~waiver for ~~September~~the ~~30,~~next ~~2013~~12 months.

~~During the year ended September 30, 2013~~Accretion ~~the~~expense ~~Company entered into two consulting agreements which required the issuance~~ of ~~shares as part of the consideration. The Company issued a total of 550,000 common shares to satisfy the terms of these contracts valued at~~ $~~302~~100,~~500,~~921 ofhas ~~which~~been ~~$202,813~~recognized ~~was~~for ~~expensed during the~~ year ended September 30, 2014 (2013, ~~and~~- $99101,~~687~~855), ~~has~~which ~~been~~is included in ~~prepaid~~interest ~~expenses and other receivables balance as of~~expense ~~September~~in ~~30, 2013. The remaining value of~~ the ~~share-based~~consolidated ~~considerations~~statements ~~will be amortized over the term~~ of ~~the respective agreements as services are performed~~operations. The first contact is for a 24 month term for 250,000 common shares issued for a total value of $137,500. The second contract is for a 6 month term for 300,000 common shares issued for a total value of $165,000. Both contracts were signed at the beginning of January 2013.

~~Effective December 31, 2012 the number of shares outstanding were forward-split 100 shares for each share of record prior to the split (“Stock Split”)~~11. ~~After~~ ~~the~~Stockholders’ ~~Stock Split, the total amount of the common shares outstanding was 338,650,000 as of September 30, 2013.~~Deficit:

~~As of September 30, 2013, the total outstanding~~Common ~~common shares of 338,650,000 comprise of 229,100,000 restricted shares and 109,550,000 non-restricted shares.~~stock:

The ~~restricted shares have been issued~~ toCompany’s ~~various~~authorized ~~parties~~capital ~~through~~consists ~~private~~of ~~placement~~400,000,000 asshares ~~start-up~~of ~~capital~~common orstock. asAt ~~consideration~~September ~~for~~30, ~~professional~~2014, ~~services~~there ~~under~~were ~~the terms~~346,862,500 ~~and conditions agreed with each party. These restricted~~ shares ~~will~~of becommon ~~available~~stock ~~for~~issued ~~sale~~and ~~under~~outstanding ~~SEC~~(September ~~Rule 144 when the conditions have been met regarding the holding period~~30, ~~trading~~2013 ~~volume~~- ~~formula and restrictive legends~~338,650,000).

41The total number of shares of common stock outstanding was 346,862,500 as of September 30, 2014 comprising of 229,612,500 restricted shares and 117,250,000 non-restricted shares. The number of shares of common stock outstanding as at September 30, 2013 was 338,650,000 comprising of 229,100,000 restricted shares and 109,550,000 non-restricted shares.

~~Trio~~The restricted ~~Resources~~shares have been issued to various parties through private placements, ~~Inc~~as start-up capital or as consideration for professional services. ~~(formerly~~These ~~Allied~~restricted ~~Technologies~~shares ~~Inc~~will be available for sale under Rule 144 of the Securities Act of 1933, as amended, when the conditions of Rule 144 have been met.)

~~(An~~Common stock ~~Exploration~~issued ~~Stage~~and ~~Company)~~outstanding

~~Notes~~Pursuant to a consulting agreement entered into on May 17, 2012 with Seagel Investments Corp., the Company issued to Seagel Investments Corp., 16,100,000 shares of common stock valued at $26,833, such value being the ~~Consolidated~~fair ~~Financial~~value ~~Statements~~of the shares of common stock on the date of issuance. The Company recorded this amount as a consulting expense during the year ended September 30, 2013.

~~(Expressed~~Effective December in31, ~~United~~2012 ~~States~~the ~~Dollar~~number of shares outstanding were forward-split 100 shares for each share of record prior to the split (“Stock Split”).

5In January 2013 the Company entered into two consulting agreements which required the issuance of shares as part of the consideration. The ~~Earnings~~first ~~(Loss)~~contact ~~Per~~is ~~Share~~for a 24 month term for 250,000 common shares issued for a total value of $137,500. The second contract is for a 6 month term for 300,000 common shares issued for a total value of $165,000. Both contracts were signed at the beginning of January 2013 and were recorded as prepaid expenses and are being amortized over the term of the respective agreements. The Company has recorded an expense in the amount of $74,503 for the year ended September 30, 2014 (~~“EPS”~~2013 – $226,207):.

~~FASB~~On December ~~ASC~~13, ~~260~~2013, ~~Earnings~~the ~~Per~~Company ~~Share~~issued ~~provides for~~437,500 ~~calculations~~shares of ~~“basic”~~common ~~and~~stock ~~“diluted”~~in ~~earnings~~consideration ~~per~~for ~~share.~~certain ~~Basic~~consulting ~~earnings~~services. ~~per~~The ~~share includes no dilution~~shares ~~and~~of ~~is computed by dividing net income (loss) available to~~ common ~~stockholders~~stock bywere ~~the~~valued ~~weighted~~at ~~average common shares outstanding for the period~~$0.02 ~~Diluted earnings~~ per share ~~reflect~~ (the ~~potential~~price ~~dilution~~at ofwhich ~~securities~~our ~~that~~common ~~could~~stock ~~share~~was intrading on the ~~earnings~~date of ~~an entity~~issuance) ~~similar~~and ~~to fully diluted earnings per share. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.~~had ~~The~~a ~~weighted~~value ~~average~~of ~~number~~$7,093, ofwhich ~~shares~~was ~~outstanding~~expensed ~~for~~during the year ~~and period~~ ended September 30, ~~2013 and 2012 were 317,729,861 and 213,000,000, respectively~~2014.

6On December 31, 2013, the Company issued 75,000 shares of common stock in connection with that certain Stairs/Option Joint Venture Agreement. ~~Related~~These ~~Party~~shares ~~Transactions:~~were valued at $0.02 per share amounting to $1,500 (the price at which our common stock was trading on the date of issuance) and were recorded as prepaid expenses and are being amortized over the term of the agreement. The Company has recorded an expense in the amount of $503 for the year ended September 30, 2014.

~~On June 15, 2012,~~ During the ~~Company~~year ~~purchased certain~~ended ~~assets~~September ~~from~~30, ~~2023682 Ontario Inc.~~2014, aconvertible ~~related~~note ~~party in which the Company’s CEO was the sole director~~ of 2023682 Ontario Inc. The value of the assets purchased by the Company was carried over at the historical carrying amounts that were recorded by the related party. The purchase consideration consisted of cash of CDN $~~100~~50,000 ~~($99,510)~~ and aaccrued ~~promissory~~interest ~~note in the amount~~ of ~~CDN~~ $~~500~~5,~~000~~560 ~~($485,300 - see Note 7). Because the purchase~~ was ~~from~~converted ainto ~~commonly controlled related party~~7,700,000 ~~the excess~~ shares of ~~the~~common ~~purchase price~~stock ~~over~~in ~~the~~accordance ~~carrying~~with ~~value of~~ the ~~assets~~conversion ~~purchased~~option ~~has been reflected~~ as aexplained ~~deduction~~in ~~against~~Note ~~Stockholders’ Deficit, equivalent to a distribution of equity to the stockholder~~7. ~~The assets purchased and consideration given is as follows:~~

	$
Property and equipment		88,596
Patented claims		10,374
Inventory		1,770
Total assets purchased		100,740
Purchase price		(610,260	)
Discount on note payable (Note 7)		210,415
Deductions in shareholders' deficiency		(299,105	)

Shares to be issued:

~~This~~On ~~transaction~~August ~~was~~7, ~~accounted~~2014, ~~for~~the ~~as a~~Company ~~transfer~~closed ~~between~~its ~~entities~~private ~~under~~placement ~~common~~offering ~~control,~~with ~~and~~certain ~~the~~accredited ~~cost~~investors offor ~~these~~27,250,000 ~~assets~~shares isof ~~based on~~ the ~~transferor~~Company’s ~~carrying~~common ~~value~~stock ofat ~~the~~an ~~asset~~offering price of $0.02 ~~Management~~per ~~determined~~share ~~that~~for ~~the~~gross ~~assets~~proceeds ~~acquired~~of ~~did~~$545,000. ~~not~~This ~~meet~~include ~~the~~share ~~definition~~issuance costs of a$16,620 ~~“business”~~which ~~as defined~~has bybeen ~~accounting~~netted ~~standards,~~against orgross asproceeds. aThese ~~“predecessor~~shares ~~business”,~~are asexpected ~~defined~~to inbe ~~U.S.~~issued ~~Securities~~during ~~and~~year ~~Exchange~~ending ~~Commission~~September ~~(SEC) rules~~30, 2015.

~~Consulting fees paid to Mr. J. Duncan Reid (Director) for the year ended September 30, 2013 were $39,300 (2012: $95,394).~~F-16

~~As at September 30, 2013, the Company had advanced to 2023682 Ontario Inc~~12. ~~$65,673 (September 30, 2012 - $68,820). The amount is unsecured, non-interest bearing and is recorded~~ asRelated aParty ~~loan receivable with no specific terms of repayment.~~Transactions:

42On June 15, 2012, the Company purchased certain assets from 2023682 Ontario Inc., a related party in which the Company’s CEO was the sole director of 2023682 Ontario Inc. The value of the assets purchased by the Company was carried over at the historical carrying amounts that were recorded by the related party. The purchase consideration consisted of cash of CDN $100,000 ($89,220) and a promissory note in the amount of CDN $500,000 ($446,100 - see Note 10). Because the purchase was from a commonly controlled related party, the excess of the purchase price over the carrying value of the assets purchased has been reflected as a deduction against Stockholders’ Deficit, equivalent to a distribution of equity to the stockholder. The assets purchased and consideration given is as follows:

Trio Resources, Inc. (formerly Allied Technologies Inc.)

	$
Property and equipment		88,596
Patented claims		10,374
Inventory		1,770
Total assets purchased		100,740

Purchase price		(610,260	)

Discount on note payable (Note 7)		210,415

Deductions in shareholders’ deficiency		(299,105	)

~~(An~~This transaction ~~Exploration~~was ~~Stage~~accounted ~~Company~~for as a transfer between entities under common control, and the cost of these assets is based on the transferor’s carrying value of the asset. Management determined that the assets acquired did not meet the definition of a “business” as defined by accounting standards, or as a “predecessor business”, as defined in U.S. Securities and Exchange Commission (SEC) rules.

~~Notes~~Consulting fees paid to Mr. J. Duncan Reid (Director) for the ~~Consolidated~~year ~~Financial~~ended ~~Statements~~September 30, 2014 was nil (2013 - $39,300).

~~(Expressed~~As at inSeptember ~~United~~30, ~~States~~2014, ~~Dollar~~the Company had advanced to 2023682 Ontario Inc. $72,919 (2013 - $65,673). The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms of repayment.

713. Loss ~~Loans~~Per ~~payable:~~Share

~~Loan~~FASB ASC ~~payable~~260, ~~represent~~Earnings ~~unsecured~~Per Share provides for calculations of “basic” and ~~interest~~“diluted” earnings per share. Basic ~~free~~earnings ~~financing~~per ~~provided~~share includes no dilution and is computed by adividing ~~third~~net ~~party~~income (loss) available to common stockholders by the weighted average common shares outstanding for the year. ~~These~~Diluted ~~loans~~earnings ~~are~~per ~~repayable~~share onreflect ~~demand~~the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Diluted loss per share excludes all dilutive potential shares if their effect is anti-dilutive. The weighted average number of shares outstanding for the year ended September 30, 2014 and 2013 were 339,920,278 and 317,729,861, respectively.

~~8. Draw Down Loan Payable:~~F-17

~~The Company also entered into a one-year Draw Down Facility, dated as of November 1, 2012, with Seagel Investment Ltd~~14. ~~as lender, in the maximum amount of $500,000.~~ ~~The~~Income Company may from time to time request draw downs on this convertible debt facility subject to the discretion of the lender. The term of the Draw Down Facility is for one year during which the Company may draw down up to $500,000.Taxes:

~~At the maturity date, any outstanding principal~~Income and accrued interest shall be converted into a convertible note with an additional term of one (1) year. Pursuant to the terms of this Draw Down Facility, this convertible debt obligation may, at the option of the creditor, be converted into the common shares of the Company at the lower of $1.00 per share, the initial listing price of $0.55 less 20% discount of the price of the public shares, or any financing that is done by the Company by way of a registration statement. The Company has an option to convert at whichever price is the lowest of all options above. Through the completion of the reverse takeover of Allied Technologies Group Inc. on December 14, 2012 the Company became public. The obligations under this facility have not become convertible into common shares of the Company. As at September 30, 2013 the amount outstanding under the Draw Down Facility was $425,000 and have not become convertible into common shares of the Company.tax

9.Reconciliation of ~~Convertible~~the ~~Note~~statutory ~~Payable~~tax –rate ~~related~~of ~~party~~34% (2013 - 34%) and income tax benefits at those rates to the effective income tax rates and income tax benefits reported in the statement of operations and comprehensive loss is as follows:

As of September 30, 2013, the Company has a convertible note payable of $485,300 (CDN $ 500,000) to 2023682 Ontario Inc. This note is due two years from the date of issue (June 15, 2012) and accrues interest at 3% per annum. The terms of the convertible notes specified that should the Company be successful in a ‘going public’ transaction it is convertible into common shares of the Company at the weighted average of the Company’s share price based on the average 5 day bid price, within 30 days of the Company going public. If there are no trades on any given day in the first 30 days after the Company’s stock begins to trade then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any time without penalty or bonus. This convertible note is interest free for the first 12 months post-closing of the asset purchase, thereafter; it accrues interest at the rate of 3% per annum.

	September 30, 2014			September 30, 2013
	$			$

Net loss for the year before income taxes		1,288,242			1,990,206

Expected income tax recovery		(438,002	)		(676,670	)
Impact of tax rate differences in foreign jurisdictions		80,056			144,761
Tax rate changes and other adjustments		182,896			58,608
Other permanent differences		348			1,611
Change in valuation allowance		174,702			471,690
Income tax expense for the year		-			-

~~This note was discounted resulting in an~~Deferred effective interest rate of 27%. As a result, a $210,415 discount to the note was recorded which is being amortized to as accretion expense over the term of the note. The Company completed its going public transaction and became public on December 14, 2012, the first trades took place on January 11, 2013 at $0.55 per share; however, the holder has not requested for conversion into shares.tax

~~Accretion expense of $101,855 (CDN $103,438)~~The ~~has~~following ~~been~~table ~~recognized~~summarizes ~~during~~ the ~~year~~significant ~~ended~~components ~~September 30, 2013, which is included in interest expense in the consolidated statements~~ of ~~operations.~~deferred tax:

Deferred tax assets
Non-capital losses carry forwards – Canada	532,549		512,896
Net operating loss carry forwards – US	99,211		30,679
Exploration and development costs – Canada	206,822		141,255
Property and equipment – Canada	92,481		82,230
Total deferred tax assets	931,063		767,060

Deferred tax liabilities
Convertible note payable – Canada	(18,069	)	(28,768	)
Total deferred tax liabilities	(18,069	)	(28,768	)

Change in valuation allowance	(912,994	)	(738,292	)
Net deferred tax asset (liability)	-		-

~~Trio~~No deferred ~~Resources~~tax asset attributable to the net operating loss carry forward has been recognized, ~~Inc.~~as ~~(formerly~~it ~~Allied~~is ~~Technologies~~not ~~Inc~~more likely than not to be realized.)

~~(An~~The Company’s ~~Exploration~~net ~~Stage~~operating ~~Company)~~loss carry forwards expire as follows:

Notes to the Consolidated Financial Statements

	September 30, 2014
	$
	Canada		US		Total

2032		275,895		-		275,895
2033		1,041,048		70,967		1,112,015
2034		692,705		220,829		913,534
		2,009,648		291,796		2,301,444

~~(Expressed in United States Dollar)~~F-18

1015. ~~Convertible Notes Payable~~ Contingency:

~~The~~On October ~~total~~22, ~~convertible~~2012, ~~notes~~the previous owner of the property, 2023682 Ontario Inc., owned by Duncan Reid (CEO of the Company), was fined CDN$~~966~~56,~~363~~265 by the Ontario Ministry of the Environment under the Environmental Protection Act for failing to comply with a Court ~~issued~~Order to remove specified waste materials from the mill site. Under the terms of the Order, 2023682 Ontario Inc. had until July 31, 2014 to pay the fines and ~~outstanding~~to ascomply atwith ~~September~~the 30Court Order to remove the specified waste material and, ~~2013~~in the interim, to ensure that there is no migration or discharge of these materials into the ground or water. The liabilities and obligations with respect to this fine are ~~classified~~with as2023682 ~~current~~Ontario ~~($482~~Inc. Nevertheless,~~655)~~ the Company has obtained a contractual indemnity from 2023682 Ontario Inc. in respect of this matter and ~~non-current~~any ~~($483~~related liabilities in the event that 2023682 Ontario Inc. does not duly satisfy its obligations and an agreement that 2023682 Ontario Inc. will hold harmless the Company for any fines,~~708)~~ legal actions or penalties associated with this matter. In addition, the Company has an agreement with 2023682 Ontario Inc. pursuant to which 2023682 Ontario Inc. has undertaken to dispose, at its cost, of the material as required in ~~accordance~~the court order within the specified time. In the event that 2023682 Ontario Inc. defaults with respect to any of these obligations, the Company may be subject to liability and exposure, ~~their~~including ~~terms~~the disposal of ~~maturity~~these materials, any interim discharge from these materials (which are not currently in a permitted tailings pond) and related fines. If our business is involved in one or more of these hazards, we may be subject to claims of a significant size that could force us to cease our operations.

~~The~~There has ~~details~~been a Notice of Garnishment served against Trio Resources, Inc. in the ~~convertible~~amounts ~~notes~~of ~~outstanding~~$45,874 CAD and $47,863 USD in respect asof ata ~~September~~claim 30against the Company’s CEO in his other business ventures. Currently, ~~2013~~the ~~are~~motion asis ~~follows:~~returnable in fiscal year 2015 and hence, the management cannot assess the likelihood of any outcome.

~~On September 30, 2012, the Company entered into convertible notes with Incendia Management Group Inc~~16. ~~in the amount of CDN $266,445 (US $258,675), Siderion Capital Group~~ Inc. in the amount of CDN $295,163 (US $286,415), and Seagel Investment Corp. in the amount of CDN $49,000 (US $47,559). Each of these September 30, 2012 convertible notes have a two (2) year term and have an interest rate of 10% per annum.Commitment:

~~On October 31, 2012 the Company entered~~Stairs ~~into~~Option convertible notes with Incendia Management Group Inc. in the amount of CDN $7,000 (US $6,794), Siderion Capital Group Inc. in the amount of CDN $20,000 (US $19,412), Seagel Investment Corp. in the amount of CDN $2,500 (US $2,427), and Seagel Investment Ltd. in the amount of US $345,081 . Each of these October 31, 2012 convertible notes has a term of two (2) years and bears an interest rate of 10% per annum.Agreement

~~All~~On September of25, 2013, the ~~convertible~~Company ~~notes~~entered ~~referred~~into ~~above~~a “Stairs Option/Joint Venture Agreement (the “Agreement”) with ~~may~~Teck beResources ~~converted~~Limited (“Teck”), ata ~~any~~corporation ~~time~~incorporated atunder the ~~option~~laws of ~~the~~Canada. ~~holder,~~Teck ~~into~~is the ~~common~~registered ~~shares~~and beneficial owner of ~~TrioResources~~a AG100% ~~Inc.,~~undivided orleasehold interest (the “Teck Interest”) in the ~~event~~Stairs ~~that~~property located in Ontario (the ~~Debtor~~“Property”). ~~goes~~Teck ~~public~~has ~~into~~agreed to grant the ~~shares~~Company ofan option to acquire the ~~public~~Teck ~~company~~Interest, atsubject only to the ~~lower~~Back-in Right ofand ~~$1.00~~the ~~per~~NSR ~~share~~royalty reserved to Teck, ~~the~~upon ~~initial~~and ~~listing~~subject ~~price~~to the terms of $0the Agreement.55 ~~less 20%~~If ~~discount~~the ofCompany exercises the ~~price~~Option and ofTeck ~~the~~exercises ~~public~~its ~~shares~~Back-in Right, orthen the NSR Royalty will be extinguished and Trio and Teck will participate as joint venture partners for any ~~financing~~further ~~that~~exploration isor, ~~done~~if bydeemed warranted, development of the ~~Company~~Property byupon ~~way~~the ofterms aset ~~registration~~out ~~statement~~in the Agreement.

~~These~~In ~~convertible~~consideration ~~notes~~for ~~and Drawn Down Loan Payable are secured against~~ the ~~assets~~grant of the ~~Company’s subsidiary until~~ Option, the Company ~~becomes~~issued ~~publically~~75,000 ~~traded~~Units ~~and~~ (the ~~convertible~~ ~~notes~~“First ~~are~~Units”), ~~converted~~ to ~~shares~~Teck. orEach ~~the~~“Unit” ~~convertible~~(First ~~notes~~Units ~~are~~and ~~redeemed.~~Second ~~All~~Units) shall be comprised of ~~the~~one ~~convertible~~common ~~notes~~share ~~and~~in the ~~Draw~~capital ~~Down Facility~~of ~~remain~~the ~~outstanding~~Company ~~and~~(a ~~none~~“Share”) ~~have~~and ~~been~~one ~~converted~~non-transferable toshare ~~common~~purchase warrant ~~shares~~(a “Warrant”).

~~The~~Each Warrant ~~convertible~~that ~~notes~~comprises ~~may~~the beFirst ~~repaid~~Units atshall entitle Teck to purchase one Share for a period of 24 months from the date of issue ~~any~~of ~~time~~the ~~without~~First ~~penalty~~Units orat ~~bonus.~~the ~~Subsequent~~price per common share equal to ~~year~~$0.60. ~~end~~The terms and upconditions which govern the Warrants will be referred to on the ~~date~~certificates ofrepresenting ~~this~~the ~~filing~~Warrants, ~~none~~the terms of such certificates to be acceptable to Teck, acting reasonably, and will contain, among other things, anti-dilution provisions. Each Warrant that comprises the ~~above~~Second ~~notes~~Units ~~were~~shall ~~either~~be exercisable ~~paid~~for ora ~~converted~~period ~~into~~of ~~common~~24 ~~stocks~~months from the date of issue of the ~~Company~~Second Units at a price per share equal to $0.75.

~~The~~Under the ~~total~~Agreement, ~~amount~~Teck ofhas ~~interest~~granted into ~~respect of~~the ~~these~~Company ~~convertible~~the ~~notes~~sole, ~~that~~exclusive ~~has~~and ~~been~~irrevocable ~~expensed~~right ~~for~~and option (the ~~year~~“Option”) to ~~ended~~earn, ~~September~~subject ~~30,~~to ~~2013~~Teck’s isBack-in ~~$125,826~~Right ~~(2012:~~and ~~$14~~the NSR royalty reserved out of the grant,~~563)~~ which rights and royalty were reserved from the Option. The Company may exercise the Option by:

~~11.~~c) ~~Commitment~~Incurring an aggregate $1,500,000 in Expenditures as follows:

On September 25, 2013, the Company entered into a “Stairs Option/Joint Venture Agreement (the “Agreement”) with Teck Resources Limited (“Teck”), a corporation incorporated under the laws of Canada. Teck is the registered and beneficial owner of a 100% undivided leasehold interest (the “Teck Interest”) in the Stairs property located in Ontario (the “Property”).

On or Before	Cumulative Expenditures
June 30, 2015	$	245,000
September 30, 2015	$	1,000,000
September 30, 2016	$	1,500,000

44The Expenditure of $245,000 due to be incurred on or before June 30, 2015 is a commitment, whereas the balance of the Expenditures are optional; and d) Issuing and delivering to Teck a further 25,000 Units (the “Second Units”) on completion of the Expenditures necessary to exercising the Option.

~~Trio Resources, Inc. (formerly Allied Technologies Inc.)~~F-19

~~(An~~16. Commitment ~~Exploration Stage Company~~(continued):

~~Notes~~Upon the Company expending an aggregate of $1,500,000 in Expenditures and satisfying the other obligations under the Agreement, the Company shall forthwith provide Teck Notice (the “Option Expenditure Notice”), which shall include a statement in reasonable detail evidencing such Expenditures and a technical report on the results obtained from such Expenditures. On the date on which the Option Expenditure Notice is delivered, the Company will have exercised the Option and earned the Teck Interest subject to the ~~Consolidated~~Back-in ~~Financial~~Right ~~Statements~~and NSR royalty. As of such date, the Property shall be held in trust by Teck for the Company and, forthwith upon the Company exercising the Option unless Teck delivers the Back-in Notice, Teck will forthwith take all necessary steps to transfer registered title to the Company. If the Company has not incurred the requisite Expenditures as noted above, the Company may pay in cash to Teck, within 30 days of the listed due date, the amount of the deficiency and such amount shall thereupon be deemed to have been Expenditures duly and timely incurred by the Company.

~~(Expressed~~As at inthe ~~United~~date ~~States~~of ~~Dollar)~~this filing, the Company has incurred expenditure of approximately $45,000.

~~11. Commitment: (continued)~~Rent Agreement

~~Teck has agreed to grant the Company an~~On ~~option~~June ~~to acquire the Teck Interest~~13, ~~subject only to the Back-in Right and the NSR royalty reserved to Teck~~2014, ~~upon and subject to~~ the ~~terms of the Agreement. If the~~ Company ~~exercises~~entered ~~the~~into ~~Option~~a ~~and~~two ~~Teck~~year ~~exercises~~rent ~~its~~agreement ~~Back-in~~with ~~Right, then~~ the ~~NSR~~Regus ~~Royalty~~Group ~~will be~~of ~~extinguished~~Companies ~~and~~at ~~Trio~~a ~~and~~monthly ~~Teck~~rent ~~will~~of ~~participate as joint venture partners for any further exploration or~~$2, ~~if deemed warranted,~~800 ~~development~~per ofmonth ~~the~~with ~~Property~~monthly ~~upon~~payments ~~the~~started ~~terms set out~~ in ~~the~~July ~~Agreement~~2014.

~~In consideration for the grant of the Option,~~Mining ~~the~~Property Company shall issue 75,000 Units (the “First Units”), to Teck within 10 days of execution of the Agreement. Each “Unit” (First Units and Second Units) shall be comprised of one common share in the capital of the Company (a “Share”) and one non-transferable share purchase warrant (a “Warrant”). Each Warrant that comprises the First Units shall entitle Teck to purchase one Share for a period of 24 months from the date of issue of the First Units at the price per common share equal to $0.60. The terms and conditions which govern the Warrants will be referred to on the certificates representing the Warrants, the terms of such certificates to be acceptable to Teck, acting reasonably, and will contain, among other things, anti-dilution provisions. Each Warrant that comprises the Second Units shall be exercisable for a period of 24 months from the date of issue of the Second Units at a price per share equal to $0.75.Claims

~~Under~~On July ~~the~~30, ~~Agreement~~2014, ~~Teck~~the ~~has~~Company ~~granted~~entered into a purchase and sale agreement to acquire certain non-patented mining property claims, ~~the~~located ~~Company~~in Ontario. Pursuant to the ~~sole~~agreement, ~~exclusive~~the ~~and~~Company ~~irrevocable~~will ~~right~~acquire ~~and~~those ~~option~~mining property claims for a cash consideration of $72,445 (~~the~~CAD ~~“Option”~~$80,000) toand ~~earn~~issuance of 400,000 ~~subject~~shares toof ~~Teck’s~~its ~~Back-in Right~~common ~~and~~stock on the ~~NSR~~closing ~~royalty~~date. ~~reserved~~The ~~out~~purchase ofagreement also requires the ~~grant,~~Company ~~which~~to ~~rights~~pay ~~and~~to ~~royalty~~the ~~were~~vendor ~~reserved~~2% Net Smelter Return Royalty on minerals produced, saved and sold from the ~~Option~~property. The ~~Company~~agreement has ~~may~~not ~~exercise~~ yet closed pending completion of certain legal formalities relating to the ~~Option~~transfer ~~by:~~of title to the Company.

c)On September ~~Incurring~~25, an2014, ~~aggregate~~the $1Company entered into a purchase and sale agreement to acquire certain patented mining property claims,~~500,000~~ located in ~~Expenditures~~Ontario. asPursuant ~~follows:~~to the agreement, the Company will acquire those mining property claims for a cash consideration of $2. In addition, the Company has also agreed to pay all reasonable legal costs incurred by the vender with respect to the agreement and the acquisition. The Company will acquire the property on AS-IS-WHERE-IS condition without any representation or warranties from the vendor with respect to environmental and mine closure matters. The agreement has not yet closed pending completion of certain legal formalities relating to the transfer of title to the Company.

On or Before	Cumulative Expenditures
September 30, 2014	$	300,000
September 30, 2015	$	1,000,000
September 30, 2016	$	1,500,000

17. Subsequent Events:

~~The~~In October ~~Expenditure~~2014, the remaining convertible note of $~~300~~25,000 ~~due~~with toaccrued beinterest ~~incurred~~of ~~on or~~$3,190 ~~before~~was ~~September 30~~converted into 22,490,731 ~~2014~~shares isof common astock ~~commitment,~~in ~~whereas~~accordance with the ~~balance~~conversion ofoption ~~the~~as ~~Expenditures~~explained ~~are~~in ~~optional;~~Note ~~and~~7.

d)On December ~~Issuing~~24, ~~and~~2014, ~~delivering~~the toCompany ~~Teck~~entered into an agreement with a ~~further~~private 25lender and raised $250,000. ~~Units~~The (term of the ~~“Second~~debt ~~Units”)~~is onsix months ~~completion~~from the date of receipts of the ~~Expenditures~~fund ~~necessary~~and carries interest 10% per annum to ~~exercising~~be prepaid on the ~~Option~~same day funds are received. The debt is secured by a general security agreement.

Upon the Company expending an aggregate of $1,500,000 in Expenditures and satisfying the other obligations under the Agreement, the Company shall forthwith provide Teck Notice (the “Option Expenditure Notice”), which shall include a statement in reasonable detail evidencing such Expenditures and a technical report on the results obtained from such Expenditures. On the date on which the Option Expenditure Notice is delivered, the Company will have exercised the Option and earned the Teck Interest subject to the BackF-in Right and NSR royalty. As of such date, the Property shall be held in trust by Teck for the Company and, forthwith upon the Company exercising the Option unless Teck delivers the Back-in Notice, Teck will forthwith take all necessary steps to transfer registered title to the Company. If the Company has not incurred the requisite Expenditures as noted above, the Company may pay in cash to Teck, within 30 days of the listed due date, the amount of the deficiency and such amount shall thereupon be deemed to have been Expenditures duly and timely incurred by the Company.20

AsITEM 9. atCHANGES ~~the~~IN ~~date~~AND ofDISAGREEMENTS ~~this~~WITH ~~filing,~~ACCOUNTANTS ~~neither~~ON ~~any~~ACCOUNTING ~~Units~~AND ~~were~~FINANCIAL ~~issued nor any Expenditure was incurred by the Company.~~DISCLOSURE

45None.

~~Trio Resources, Inc~~ITEM 9A. ~~(formerly~~CONTROLS ~~Allied~~AND ~~Technologies Inc.)~~PROCEDURES

~~(An~~Evaluation of ~~Exploration~~Disclosure ~~Stage~~Controls ~~Company)~~and Procedures

~~Notes~~Our management carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the ~~Consolidated~~reports ~~Financial~~that ~~Statements~~we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~(Expressed~~Management’s Report inon ~~United~~Internal ~~States~~Control ~~Dollar)~~over Financial Reporting

12Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. ~~Income~~Internal ~~Taxes:~~control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

~~Income~~Management conducted ~~tax:~~an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this valuation, segregation of duties & maintenance of current accounting records have been identified as material weaknesses in internal control over financial reporting. Management is in the continuous process of improving the internal control over financial reporting by engaging a Certified Public Accountant as a consultant to mitigate some of the identified weaknesses. The Company is still in its development stage and intends on bringing in necessary resources to address the weaknesses once full operations have commenced. Management concludes that internal control over financial reporting has material weaknesses at September 30, 2014.

~~Reconciliation of the statutory tax rate~~Changes ~~of 34% (2012 - 26.5%) and income tax benefits at those rates to the effective income tax rates and income tax benefits reported~~ in ~~the~~Internal ~~statement~~Control ofover ~~operations~~Financial ~~and comprehensive loss is as follows:~~Reporting

	September 30,			September 30,
	2013			2012
	$			$
Net loss for the year/period before income taxes		1,990,206			479,034
Expected income tax recovery		(676,670	)		(126,944	)
Impact of tax rate differences in foreign jurisdictions		144,761			-
Tax rate changes and other adjustments		58,608			-
Other permanent differences		1,611			(3,297	)
		(471,690	)		(130,241	)
Change in valuation allowance		471,690			130,241
Income tax expense for the year/period		-			-

There have been no changes during the year ended September 30, 2014 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Deferred~~ITEM 9B. ~~tax~~OTHER INFORMATION

~~The following table summarizes the significant components of deferred tax:~~None.

Deferred tax assets
Net operating loss carry forwards	543,575		83,957
Exploration and development costs	141,255		66,926
Property and equipment	82,230		77,977
Inventory	-		34,031
Total deferred tax assets	767,060		262,891
Deferred tax liabilities
Convertible note payable	(28,768	)	-
Total deferred tax liabilities	(28,768	)	-
Change in valuation allowance	(738,292	)	(262,891	)
Net deferred tax asset (liability)	-		-

Page | 25

~~No deferred tax asset attributable to the~~ITEM ~~net operating loss carry forward has been recognized, as it is not more likely than not to be realized~~10. ~~On June 15~~DIRECTORS, ~~2012,~~EXECUTIVE ~~the~~OFFICERS ~~company acquired~~AND ~~assets,~~CORPORATE as discussed in note 3. This acquisition resulted in a deferred tax asset of $132,650, the realization of which is not more likely than not. Consequently, a valuation allowance has been applied to the deferred tax asset acquired.GOVERNANCE

46Our executive officers and directors are as follows:

Trio Resources, Inc. (formerly Allied Technologies Inc.)

Name		Age		Positions and Offices Held
J. Duncan Reid		56		Chief Executive Officer and Chief Financial Officer and Chairman of the Board

~~(An~~J. Duncan ~~Exploration Stage Company)~~Reid

~~Notes~~Mr. Reid has more than 30 years of experience in a variety of industries, serving in senior management roles in both private and publicly held companies. Since 2003, Mr. Reid has served as the owner and operator of 2023682 Ontario Inc., a closely held Canadian exploration company that owned a historically active mining property which had mineralized material above ground and which Trio purchased in 2012. Mr. Reid has functioned as the owner of 2023682 Ontario Inc., for over ten years. During this time, he has developed the technical and managerial skills necessary to establish, and move Trio to the ~~Consolidated~~next ~~Financial~~level, ~~Statements~~preparing Trio for extensive development and growth. Mr. Reid is also the founder and, since 1997, has served as the CEO of KMA Global Solutions International Inc. (KMAG-OTCBB), a manufacturer and supplier of electronic article surveillance tagging solutions. Mr. Reid earned a Bachelor’s of Commerce with Honors from University of Windsor.

~~(Expressed~~Term of ~~in United States Dollar)~~Office

12Our director is appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. ~~Income~~Our ~~Taxes:~~officers, ~~(continued)~~if any, are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

~~The~~None of ~~Company's~~our ~~net~~Officers ~~operating~~and/or ~~loss~~Directors ~~carry~~have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings ~~forwards~~or ~~expire~~the assubject ~~follows:~~of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

	September 30,		September 30,
	2013		2012
	$		$
2032		326,323		-
2033		1,527,956		70,970
		1,854,279		70,970

Audit Committee

13We do not have a standing audit committee of the Board of Directors. ~~Subsequent~~Management ~~Events:~~has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its consolidated financial statements at this stage of its development. We have not formed a Compensation Committee, Nominating and Corporate Governance Committee or any other Board Committee as of the filing of this Annual Report.

~~On November 27, 2013, the Company entered~~Certain ~~into~~Legal a Draw Down Facility with JMJ Financial for a principal sum of $335,000 plus accrued and unpaid interest and any other fees. The consideration is $300,000 payable by wire with an original issue discount of $35,000. The lender shall pay $50,000 of principal upon closing of this note. The lender may pay additional consideration to the Company at its sole discretion. The maturity date is two years from the effective date of each payment. If the Company repays the principal within 90 days from the effective date of the payment, the interest rate will be zero percent. A one time 12% interest will be charged if the Company does not repay within 90 days. The conversion price is the lesser of $0.10 or 60% of the lowest trade price in the 25 trading days prior to conversion with additional discounts ranging from 5% to 30% contingent on method of delivery and deposit of share converted.Proceedings

~~JMJ~~No director, ~~Financial~~nominee ~~will~~for ~~not~~director, ~~convert~~or ~~any~~executive ~~amount resulting~~officer of the Company has appeared as a party in any legal proceeding material to an ~~ownership~~evaluation of ~~more~~his ~~than~~ability ~~4.99%~~or ofintegrity ~~common~~during ~~stock~~the ~~outstanding~~past five years.

47Compliance With Section 16(A) Of The Exchange Act.

~~ITEM~~Based 9.solely ~~CHANGES~~upon INa ~~AND~~review ~~DISAGREEMENTS~~of ~~WITH~~the ~~ACCOUNTANTS~~Forms ON3, 4 ~~ACCOUNTING~~and ~~AND~~5 ~~FINANCIAL~~and ~~DISCLOSURE~~amendments thereto furnished to the Company during its most recent fiscal year, the following directors, officers and persons beneficially owning greater than 10% of the Company’s equity securities failed to file on a timely basis, as disclosed in the above Forms, reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years:

~~None~~J. Duncan Reid failed to file a Form 3 on a timely basis.

~~ITEM~~Code of ~~9A. CONTROLS AND PROCEDURES~~Ethics

~~Evaluation~~We currently do not have a code of ~~Disclosure~~ethics ~~Controls~~that applies to our officers, employees and ~~Procedures~~director, including our Chief Executive Officer. We will develop a code of ethics during the next fiscal year.

~~Our management~~Page ~~carried~~| out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and chief financial officer each concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.26

~~Management’s~~ITEM 11. ~~Report~~EXECUTIVE ~~on Internal Control over Financial Reporting~~COMPENSATION

~~Our management is responsible for establishing~~Compensation and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of ~~our~~Executive financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.Officers

~~Management conducted an evaluation of the~~The ~~effectiveness~~following ofsummary ~~our~~compensation ~~internal~~table ~~control~~sets ~~over~~forth ~~financial~~all ~~reporting~~compensation ~~based~~awarded onto, ~~the~~earned ~~framework in Internal Control – Integrated Framework issued~~ by, ~~the~~or ~~Committee~~paid ofto ~~Sponsoring Organizations of~~ the ~~Treadway~~named ~~Commission~~executive ~~(COSO). Based on this valuation, segregation of~~officer ~~duties~~paid & maintenance of current accounting records have been identified as material weaknesses in internal control over financial reporting. Management is in the continuous process of improving the internal control over financial reporting by ~~engaging~~us aduring ~~Certified Public Accountant as a consultant to mitigate some of~~ the ~~identified~~fiscal ~~weaknesses.~~years ~~The~~ended ~~Company~~September is30, ~~still~~2014 ~~in its development stage~~ and ~~intends~~2013 ~~on bringing~~ in ~~necessary~~all ~~resources~~capacities tofor ~~address~~ the ~~weaknesses~~accounts ~~once~~of ~~full~~our ~~operations~~executive ~~have commenced. Management concludes that internal control over financial reporting has material weaknesses at September 30, 2013.~~officer:

~~Changes~~SUMMARY COMPENSATION ~~in Internal Control over Financial Reporting~~TABLE

There have been no changes during the year ended September 30, 2013 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Name	Position	Salary		Consulting		Bonus		Others		Total
		$		$		$		$		$
*Year ended September 30, 2014*

J. Duncan Reid	CEO and CFO		-		-		-		-		-

*Year ended September 30, 2013*

J. Duncan Reid	CEO and CFO		-		39,300		-		-		39,300
Don Page	Former CFO		88,425		17,194		-		-		105,619
Sam Kerr	Former Vice President		24,563		8,843		-		-		33,405

~~ITEM 9B. OTHER INFORMATION~~Employment Agreement

~~None~~Pursuant to an employment agreement, Mr. Reid has a base salary of CDN $240,000 (approximately US $241,704) per year, and. Mr. Reid is eligible to receive discretionary bonus but has ever received a bonus from the Company and the Company does not have a history giving bonuses at this time. Mr. Reid may be terminated for cause at any time and will not be entitled to any severance. Mr. Reid may be terminated by the Company without cause at any time except that the Company will be required to continue to pay Mr. Reid’s base salary and continue his enrolment in any group benefit plans in which he is enrolled at the time of termination for a period of six (6) months from the effective date of termination of his employment.

48For purposes of his employment agreement, “cause” includes but is not limited to such things as unsatisfactory job performance or insubordination, if either of which goes uncorrected 30 days following written warnings from the President and CEO or the Chief Financial Officer, and willful misconduct that could reasonably be expected to have a material adverse effect on the Company.

~~ITEM~~Compensation of ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Director

~~Our~~Mr. ~~executive~~Reid ~~officers~~voluntarily ~~and~~decided ~~directors~~not ~~are~~to astake ~~follows:~~any compensation during the fiscal year.

Name		Age		Positions and Offices Held
J. Duncan Reid		55		Chief Executive Officer and Chief Financial Officer and Chairman of the Board

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

J.The following ~~Duncan~~table ~~Reid~~sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

~~Mr.~~Beneficial ownership ~~Reid~~is ~~has~~determined ~~more~~in ~~than~~accordance 30with ~~years~~the ofrules ~~experience in a variety~~ of ~~industries,~~the ~~serving~~Securities inand ~~senior~~Exchange ~~management~~Commission ~~roles in both private~~ and ~~publicly~~generally ~~held~~includes ~~companies.~~voting ~~Since 2003, Mr. Reid~~or ~~has~~investment ~~served~~power aswith ~~the~~respect ~~owner~~to ~~and~~securities. ~~operator~~ordinary ofshares ~~2023682~~subject ~~Ontario~~to ~~Inc.~~options, awarrants ~~closely~~or ~~held~~convertible ~~Canadian~~securities ~~exploration company that owned a historically~~exercisable ~~active~~or ~~mining~~convertible ~~property~~within ~~which~~60 ~~had~~days ~~mineralized~~as ~~material~~of ~~above~~the ~~ground~~date ~~and~~hereof ~~which~~are ~~Trio~~deemed ~~purchased~~outstanding infor ~~2012.~~computing ~~Mr. Reid has functioned as~~ the ~~owner~~percentage of ~~2023682~~the ~~Ontario~~person ~~Inc.,~~or ~~for~~entity holding ~~over~~such ~~ten years. During this time~~options, hewarrants ~~has~~or ~~developed~~convertible ~~the~~securities ~~technical~~but ~~and~~are ~~managerial~~not ~~skills~~deemed ~~necessary to~~outstanding ~~establish,~~for ~~and~~computing ~~move Trio to~~ the ~~next~~percentage ~~level,~~of ~~preparing~~any ~~Trio~~other person ~~for extensive development~~ and ~~growth. Mr. Reid~~ is ~~also~~based ~~the~~on ~~founder and~~369, ~~since 1997~~353,231 ~~has~~shares ~~served~~(comprise ~~as the CEO~~ of ~~KMA~~229,100,000 ~~Global~~restricted ~~Solutions~~shares ~~International~~and ~~Inc.~~140,253,231 ~~(KMAG~~non-~~OTCBB~~restricted shares), ~~a manufacturer and supplier~~ of ~~electronic~~common ~~article~~stock ~~surveillance~~issued ~~tagging~~and ~~solutions.~~outstanding ~~Mr.~~as ~~Reid~~of ~~earned~~the adate ~~Bachelor’s~~ of ~~Commerce~~filing ~~with~~of ~~Honors~~this ~~from~~10K ~~University of Windsor~~document.

Term of Office

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class
Director and CEO and CFO
J. Duncan Reid 55 Harbour Square 1414, Toronto, Ontario, M5J 2L1		97,753,000		26.46	%

5% Security Holder
None

~~Our~~Page ~~director~~| is appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers, if any, are appointed by our board of directors and hold office until removed by the board. All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.27

~~None of our Officers and/or Directors have~~ITEM ~~filed~~13. ~~any~~CERTAIN ~~bankruptcy~~RELATIONSHIPS ~~petition,~~AND ~~been~~RELATED ~~convicted of or been the subject of any criminal proceedings or the subject of any order~~TRANSACTIONS, ~~judgment or~~AND ~~decree~~DIRECTOR ~~involving the violation of any state or federal securities laws within the past five (5) years.~~INDEPENDENCE

~~Audit~~Consulting fees ~~Committee~~paid to Mr. J. Duncan Reid (Director) for the year ended September 30, 2014 was $nil (2013 - $39,300).

WeAs of doSeptember ~~not~~30, ~~have~~2014, athe ~~standing~~Company ~~audit~~has ~~committee of~~a ~~the~~convertible ~~Board~~note payable of ~~Directors.~~$ ~~Management~~446,100 ~~has~~(CDN ~~determined~~$500,000) ~~not~~ to ~~establish~~2023682 anOntario ~~audit~~Inc. ~~committee~~controlled by atJ. ~~present~~Duncan ~~because~~Reid, of our ~~limited~~CEO, ~~resources~~ CFO and ~~limited~~sole ~~operating~~director. ~~activities~~This donote ~~not~~is ~~warrant~~due two years from the ~~formation~~date of anissue ~~audit~~(June ~~committee~~15, or2012) ~~the~~and ~~expense~~accrues interest ofat ~~doing~~3% soper annum. WeThe doterms ~~not~~of ~~have a~~the ~~financial~~convertible ~~expert~~note ~~serving~~specified onthat should the ~~Board~~Company ofbe ~~Directors~~successful orin ~~employed~~a as‘going public’ antransaction ~~officer~~it ~~based~~is onconvertible ~~management’s~~into ~~belief~~common ~~that~~shares of the ~~cost of~~Company ~~obtaining~~at the ~~services~~weighted average of athe ~~person~~Company’s ~~who~~share price ~~meets~~based on the ~~criteria~~average ~~for~~5 aday ~~financial~~bid ~~expert~~price, ~~under~~within ~~Item~~30 ~~401(e)~~days of ~~Regulation~~the ~~S-B~~Company isgoing ~~beyond~~public. If there are no trades on any given day ~~its~~in ~~limited~~the ~~financial~~first ~~resources~~30 ~~and~~days after the ~~financial~~Company’s ~~skills~~stock ofbegins ~~such~~to antrade ~~expert~~then ~~are~~the ~~simply~~bid ~~not~~price ~~required~~will orbe ~~necessary~~used ~~for~~in usdetermining tothe ~~maintain~~weighted ~~effective~~average ~~internal~~price. ~~controls~~This ~~and~~convertible ~~procedures~~note ~~for~~may ~~financial~~be ~~reporting~~repaid inat ~~light~~any oftime without penalty or bonus. This convertible note is interest free for the ~~limited~~first ~~scope~~12 ~~and~~months ~~simplicity~~post-closing of ~~accounting~~the ~~issues raised~~asset inpurchase, ~~its~~thereafter; ~~consolidated~~it ~~financial~~accrues ~~statements~~interest at ~~this~~the ~~stage~~rate of ~~its~~3% ~~development~~per annum.

49As at September 30, 2014, the Company had advanced to 2023682 Ontario Inc. $72,919 (2013 - $65,673). The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms of repayment.

ITEM 10 14. ~~DIRECTORS,~~PRINCIPAL ~~EXECUTIVE~~ACCOUNTANT ~~OFFICERS~~FEES AND ~~CORPORATE GOVERNANCE (continued)~~SERVICES

~~We have not formed a Compensation Committee,~~AUDIT ~~Nominating and Corporate Governance Committee or any other Board Committee as of the filing of this Annual Report.~~ FEES

~~Certain~~The aggregate ~~Legal~~fees ~~Proceedings~~billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of our consolidated financial statements on Form 10K and review of consolidated financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

	Year Ended September 30,
	2014		2013
Audit and review fees	$	85,000	$	64,000
Tax Fees		-		-
All Other Fees		-		17,500
Total	$	85,000	$	81,500

~~Compliance~~In each ~~With~~of ~~Section~~the 16last two fiscal years ended September 30, 2014 and 2013, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Item 9(Ae)(1) Ofof Schedule 14A, for professional services rendered by the principal account ~~The~~for ~~Exchange~~tax ~~Act~~compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.

~~We do not have a class of equity securities~~ITEM registered pursuant to section 12 of the Securities Exchange Act and therefore our directors, officers and persons who beneficially own more than 10% of a registered class of our equity securities are not required to file reports of ownership and changes in ownership with the SEC or furnish us with copies of these reports15. EXHIBITS

~~Code~~Pursuant to Rule 601 of ~~Ethics~~Regulation S-K, the following exhibits are included herein or incorporated by reference.

We currently do not have a code of ethics that applies to our officers, employees and director, including our Chief Executive Officer.

Exhibit Number		Description

31.1		Certification of CEO Pursuant TO 18 U.S.C. § 1350, Section 302

32.1		Certification Pursuant to 18 U.S.C. § 1350, Section 906

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

~~ITEM~~Page ~~11.~~| ~~EXECUTIVE COMPENSATION~~28

~~Compensation of Executive Officers~~SIGNATURES

~~The~~In accordance ~~following~~with ~~summary~~the ~~compensation~~requirements ~~table~~of ~~sets~~the ~~forth~~Exchange ~~all compensation awarded to~~Act, ~~earned~~the ~~by,~~registrant orcaused ~~paid~~this report to ~~the~~be ~~named~~signed ~~executive~~on ~~officer~~its ~~paid~~behalf by ~~us during~~ the ~~fiscal year ended September 30~~undersigned, ~~2013 and period~~ ~~ended~~thereunto ~~September~~duly ~~30, 2012 in all capacities for the accounts of our executive officer:~~authorized.

SUMMARY COMPENSATION TABLE

	TRIO RESOURCES, INC.

Dated: January 13, 2015	By:	/s/ J. Duncan Reid
		J. Duncan Reid, Chief Executive Officer, Chief Financial Officer and Director

Name	Position	Salary		Consulting		Bonus		Others		Total
		$		$		$		$		$
Year ended September 30, 2013
J. Duncan Reid	CEO and CFO		-		39,300		-		-		39,300
Don Page	Former CFO		88,425		17,194		-		-		105,619
Sam Kerr	Former Vice President		24,563		8,843		-		-		33,405
Period ended September 30, 2012
J. Duncan Reid	CEO and CFO		-		95,794		-		-		95,794

Page | 29

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (continued)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person and is based on 338,650,000 shares (comprise of 229,100,000 restricted shares and 109,550,000 non-restricted shares) of common stock issued and outstanding as of December 29, 2013.

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class
Director and CEO and CFO
J. Duncan Reid 55 Harbour Square 1414, Toronto, Ontario, M5J 2L1		97,753,000		28.86	%
5% Security Holder
None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Consulting fees paid to Mr. J. Duncan Reid (Director) for the year ended September 30, 2013 were $39,300 (2012: $95,394).

As of September 30, 2013, the Company has a convertible note payable of $ 485,300 (CDN $ 500,000) to 2023682 Ontario Inc. controlled by J. Duncan Reid, our CEO, CFO and sole director. This note is due two years from the date of issue (June 15, 2012) and accrues interest at 3% per annum. The terms of the convertible note specified that should the Company be successful in a ‘going public’ transaction it is convertible into common shares of the Company at the weighted average of the Company’s share price based on the average 5 day bid price, within 30 days of the Company going public. If there are no trades on any given day in the first 30 days after the Company’s stock begins to trade then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any time without penalty or bonus. This convertible note is interest free for the first 12 months post-closing of the asset purchase, thereafter; it accrues interest at the rate of 3% per annum.

As at September 30, 2013, the Company had advanced to 2023682 Ontario Inc. $65,673 (September 30, 2012 - $68,820). The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms of repayment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of our consolidated financial statements on Form 10K and review of consolidated financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year/Period Ended
	2013		2012
Audit and review fees	$	60,000	$	52,000
Tax Fees		-		-
All Other Fees		-		-
Total	$	60,000	$	52,000

In each of the last two fiscal year/period ended September 30, 2013 and 2012, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Item 9(e)(1) of Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.

ITEM 15. EXHIBITS

Pursuant to Rule 601 of Regulation S-K, the following exhibits are included herein or incorporated by reference.

Exhibit Number		Description
2.1		Share Exchange Agreement, dated December 14, 2012, by and among Allied Technologies Group, Inc., Ihar Yaravenka, TrioResources AG Inc., and the shareholders of TrioResources AG Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
3.2		Amendment No. 1 to the Articles of Incorporation of Allied Technologies Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
3.3		Bylaws of Allied Technologies Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on December 11, 2011).
10.1		Purchase Agreement, dated May 17, 2012, by and between TrioResources AG Inc. and 2023682 Ontario Inc. DBA Canamet Resources and Jeffrey D. Reid. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.2		Consultant Services Agreement, dated May 17, 2012, by and between TrioResources AG Inc. and Seagel Investment Corp. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.3		Employment Agreement, effective November 26, 2012, by and between TrioResources AG Inc. and J. Duncan Reid. (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.4		Convertible Note, dated September 30, 2012, by and between TrioResources AG Inc. and Incendia Management Group Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.5		Convertible Note, dated September 30, 2012, by and between TrioResources AG Inc. and Siderion Capital Group Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.6		Convertible Note, dated September 30, 2012, by and between TrioResources AG Inc. and Seagel Investment Corp. (incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.7		Convertible Note, dated October 31, 2012, by and between TrioResources AG Inc. and Seagel Investment Ltd. (incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.8		Convertible Note, dated October 31, 2012, by and between TrioResources AG Inc. and Incendia Management Group Inc. (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.9		Convertible Note, dated October 31, 2012, by and between TrioResources AG Inc. and Siderion Capital Group Inc. (incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.10		Convertible Note, dated October 31, 2012, by and between TrioResources AG Inc. and Seagel Investment Corp. (incorporated by reference to Exhibit 10,12 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.12		Draw-Down Facility, dated November 1, 2012, by and between TrioResources AG Inc. and Seagel Investment Ltd (incorporated by reference to Exhibit 10.13 of the Company’s Form 8-K filed with the SEC on December 17, 2012)
10.13		Stairs Option/Joint Venture Agreement between Teck Resources Limited and Trio Resources Inc. in respect of the Stairs Property, Ontario dated as of September 25, 2013. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on October 2,, 2013)
10.14		Indemnity and Remediation Agreement (incorporated by reference to Exhibit 35.1 of the Company’s Form 8-K filed with the SEC on March 15, 2013)

31.1		Certification of CEO Pursuant TO 18 U.S.C. § 1350, Section 302
32.1		Certification Pursuant to 18 U.S.C. § 1350, Section 906

SIGNATURES

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

	TRIO RESOURCES, INC.
Dated: December 30, 2013	By:	/s/ J. Duncan Reid
		J. Duncan Reid, Chief Executive Officer, Chief Financial Officer and Director

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