Filed by Automated Filing Services Inc. (604) 609-0244 - Triton Resources, Inc. - Exhibit 10.1






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is dated for reference as of the 31st day
of March, 2006. 

AMONG: 

INVENTA HOLDING GmbH, a
company duly formed under the laws of Germany, with its principal office at
Friedrich-List-Allee 10, 41488 Wegberg-Wildenrath, Germany 

(hereinafter called the "Vendor") 

OF THE FIRST PART 

AND: 

TRITON RESOURCES, INC., a
corporation duly formed under the laws of Nevada with its principal office at
7363 – 146A Street, Surrey, BC, Canada V3S 8Y8 

(hereinafter called the "Purchaser")


OF THE SECOND PART 

AND: 

SKYFLYER TECHNOLOGY GmbH,
a company with limited liability duly formed under the laws of Germany with its
principal office at Friedrich-List-Allee 10, 41488 Wegberg-Wildenrath, Germany


(hereinafter called the "Company") 

OF THE THIRD PART 

AND:

PERRY AUGUSTSON of 7363 –
146A Street, Surrey, BC, Canada V3S 8Y8 

(hereinafter called the "Principal
Shareholder") 

OF THE FOURTH PART 

WHEREAS: 

A. The Purchaser has offered to purchase all of the issued and
outstanding shares of the Company; 

B. The Vendor has agreed to sell to the Purchaser all of the
issued and outstanding shares of the Company held by the Vendor on the terms and
conditions set forth herein; 

C. In order to induce the Vendor to sell the shares of the
Company to the Purchaser, the Principal Shareholder has agreed to sell and
transfer to the Vendor certain shares of the Purchaser; 

1 




D. In order to record the terms and conditions of the agreement
among them the parties wish to enter into this Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the foregoing and of the sum of $1.00 paid by the Purchaser to
the Vendor and to the Company, the receipt of which is hereby acknowledged, the
parties hereto agree each with the other as follows: 

1. INTERPRETATION 

1.1 Where used herein or in any amendments or Schedules hereto,
the following terms shall have the following meanings: 

	 	(a) 	 "Business" means the business in which the
        Company is engaged, namely:

	 	 	 	 
			(i) 	 the development and commercialization of flying device
        and containment (hanger) technology; and

	 	 	 	 
			(ii) 	 any other enterprise that is directly related to the
        foregoing.

	 	 	 	 
	 	(b) 	 "Closing Date" means the fifth business day
        following the day on which the Company delivers the financial statements
        referred to in Article 5 to the Purchaser or such other date as may be
        mutually agreed upon by the parties hereto but in any event not more than
        60 days from the date of this Agreement.

	 	 	 	 
	 	(c) 	 "Company Financial Statements" means those
        unaudited financial statements of the Company, as at October 31, 2005,
        which are attached as Schedule "A" hereto.

	 	 	 	 
	 	(d) 	 "Company Shares" means the one share of the
        capital stock of the Company held by the Vendor, being all of the issued
        and outstanding shares of the Company.

	 	 	 	 
	 	(e) 	 “Patents” means the patent applications
        described in Schedule “I“ hereto.

	 	 	 	 
	 	(f) 	 "Principal Shares" means the 39,000,000 presently
        issued restricted common shares of the Purchaser held by the Principal
        Shareholder to be transferred to the Vendor as described in paragraph
        2.4.

	 	 	 	 
	 	(g) 	 "Purchaser Audited Financial Statements" means
        those audited financial statements of the Purchaser as at October 31,
        2005, attached as Schedule “B” hereto.

	 	 	 	 
	 	(h) 	 "Purchaser Financial Statements" means, collectively,
        the Purchaser Audited Financial Statements and the Purchaser Unaudited
        Financial Statements.

	 	 	 	 
	 	(i) 	 "Purchaser Shares" means those fully paid
        and non-assessable shares in the common stock of the Purchaser to be issued
        by the Purchaser to the Vendor as set out in Article 2.

	 	 	 	 
	 	(j) 	 “Purchaser Unaudited Financial Statements”
        means those unaudited financial statements of the Purchaser as at January
        31, 2006, attached as Schedule “C” hereto.



2 





	 	(k) 	“Securities Act” means the United States Securities
      Act of 1933. 


1.2 All dollar amounts referred to in this Agreement are in
United States funds, unless expressly stated otherwise.

1.3 The following schedules are attached to and form part of
this Agreement: 

	 	Schedule A - Company Financial Statements 
	 	Schedule B – Purchaser Audited Financial Statements 
	 	Schedule C - Purchaser Unaudited Financial Statements

	 	Schedule D - Employment, Service & Pension Agreements
      of the Company 
	 	Schedule E - Real Property & Leases of the Company
  
	 	Schedule F - Encumbrances on the Company's Assets 
	 	Schedule G - Company Litigation 
	 	Schedule H - Purchaser Litigation 
	 	Schedule I - Patents of the Company 
	 	Schedule J – Agreement and Deed of Transfer



2. SHARE EXCHANGE AND PURCHASE OF SHARES


2.1 The Vendor hereby covenants and agrees to sell, assign and
transfer to the Purchaser, and the Purchaser covenants and agrees to purchase
from the Vendor, the Company Shares held by the Vendor. 

2.2 In consideration for the sale of the Company Shares by the
Vendor to the Purchaser, the Purchaser shall allot and issue to the Vendor or
its nominees the Purchaser Shares. 

2.3 The total number of Purchaser Shares to be allotted and
issued by the Purchaser to the Vendor or its nominees shall be 33,000,000
shares.

2.4 In consideration for the Vendor entering into this
Agreement and completing the sale of the Company Shares to the Purchaser, the
Principal Shareholder agrees to transfer the Principal Shares to the Vendor on
the Closing Date at and for an aggregate price of US $9,000. 

2.5 The Vendor acknowledges that the Purchaser Shares are
“restricted securities” within the meaning of the Securities Act and will be
issued to the Vendor in accordance with Regulation S of the Securities Act. Any
certificates representing the Purchaser Shares will be endorsed with the
following legend in accordance with Regulation S of the Securities Act: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AC T OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER 

3 





		THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
      NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”. 




	3.	 COVENANTS, REPRESENTATIONS AND WARRANTIES 

      OF THE VENDOR AND THE COMPANY 


The Vendor and the Company jointly and severally covenant with
  and represent and warrant to the Purchaser as follows, and acknowledge that
  the Purchaser is relying upon such covenants, representations and warranties
  in connection with the purchase by the Purchaser of the Company Shares: 

3.1 The Company has been duly incorporated and organized, is a
validly existing company with limited liability and is in good standing under
the laws of Germany; it has the corporate power to own or lease its property and
to carry on the Business; it is duly qualified as a company with limited
liability to do business and is in good standing with respect thereto in each
jurisdiction in which the nature of the Business or the property owned or leased
by it makes such qualification necessary; and it has all necessary licenses,
permits, authorizations and consents to operate its Business in accordance with
the terms of its business plan. 

3.2 The total share capital of the Company consists of 25,000
Euros, the paid-in capital of the Company consists of 15,000 Euros and the
additional paid-in capital of the Company consists of 59,270 Euros. 

3.3 The Company Shares owned by the Vendor are owned by it as
the beneficial and recorded owner with good and marketable title thereto, free
and clear of all mortgages, liens, charges, security interests, adverse claims,
pledges, encumbrances and demands whatsoever. 

3.4 No person, firm or corporation has any agreement or option
or any right or privilege (whether by law, pre-emptive or contractual) capable
of becoming an agreement or option for the purchase from the Vendor of any of
the Company Shares held by it. 

3.5 No person, firm or corporation has any agreement or option,
including convertible securities, warrants or convertible obligations of any
nature, or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase, subscription,
allotment or issuance of any of the unissued shares in the capital of the
Company or of any securities of the Company. 

3.6 The Company does not have any subsidiaries or agreements of
any nature to acquire any subsidiary or to acquire or lease any other business
operations and will not prior to the Closing Date acquire, or agree to acquire,
any subsidiary or business without the prior written consent of the Purchaser.


3.7 The Company will not, without the prior written consent of
the Purchaser, issue any additional shares or ownership interest in the Company
from and after the date hereof to the Closing Date or create any options,
warrants or rights for any person to subscribe for or acquire any unissued
shares in the capital of the Company or ownership interest in the Company. 

3.8 The Company is not a party to or bound by any guarantee,
warranty, indemnification, assumption or endorsement or any other like
commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness of any other person, firm or corporation. 

4 




3.9 The books and records of the Company fairly and correctly
set out and disclose in all material respects, in accordance with generally
accepted accounting principles, the financial position of the Company as at the
date hereof, and all material financial transactions of the Company relating to
the Business have been accurately recorded in such books and records. 

3.10 The Company Financial Statements present fairly the
assets, liabilities (whether accrued, absolute, contingent or otherwise) and the
financial condition of the Company as at the date thereof and there will not be,
prior to the Closing Date, any material increase in such liabilities other than
increases arising as a result of carrying on the Business in the ordinary and
normal course. 

3.11 The entering into of this Agreement and the consummation
of the transactions contemplated hereby will not result in the violation of any
of the terms and provisions of the constating documents or bylaws of the Company
or of any indenture, instrument or agreement, written or oral, to which the
Company or the Vendor may be a party. 

3.12 The entering into of this Agreement and the consummation
of the transactions contemplated hereby will not, to the best of the knowledge
of the Company and the Vendor, result in the violation of any law or regulation
of Germany or of any states in which they are resident or in which the Business
is or at the Closing Date will be carried on or of any municipal bylaw or
ordinance to which the Company or the Business may be subject. 

3.13 This Agreement has been duly authorized, validly executed
and delivered by the Company and the Vendor. 

3.14 The Business has been carried on in the ordinary and
normal course by the Company since the date of the Company Financial Statements
and will be carried on by the Company in the ordinary and normal course after
the date hereof and up to the Closing Date. 

3.15 Except in connection with the real property leases
described on Schedule E hereto, no capital expenditures in excess of $5,000 have
been made or authorized by the Company since the date of the Company Financial
Statements and no capital expenditures in excess of $5,000 will be made or
authorized by the Company after the date hereof and up to the Closing Date
without the prior written consent of the Purchaser. 

3.16 Except as disclosed in the Schedules hereto, the Company
is not a party to any written or oral employment, service or pension agreement,
and, the Company does not have any employees who cannot be dismissed on not more
than one months notice without further liability. 

3.17 Except as disclosed in the Schedules hereto, the Company
does not have outstanding any bonds, debentures, mortgages, notes or other
indebtedness, and the Company is not under any agreement to create or issue any
bonds, debentures, mortgages, notes or other indebtedness, except liabilities
incurred in the ordinary course of business. 

3.18 Except as disclosed in the Schedules hereto, the Company
is not the owner, lessee or under any agreement to own or lease any real
property. 

3.19 Except as disclosed in the Schedules hereto, the Company
owns, possesses and has good and marketable title to its undertaking, property
and assets, and without restricting the generality of the foregoing, all those
assets described in the balance sheet included in the Company Financial
Statements, free and clear of any and all mortgages, liens, pledges, charges,
security 

5 




interests, encumbrances, actions, claims or demands of any
nature whatsoever or howsoever arising. 

3.20 The Company has its property insured against loss or
damage by all insurable hazards or risks on a replacement cost basis and such
insurance coverage will be continued in full force and effect to and including
the Closing Date; to the best of the knowledge of the Company and the Vendor,
the Company is not in default with respect to any of the provisions contained in
any such insurance policy and has not failed to give any notice or present any
claim under any such insurance policy in due and timely fashion. 

3.21 Except as disclosed herein the Company does not have any
outstanding material agreements, contracts or commitments, whether written or
oral, of any nature or kind whatsoever, including, but not limited to,
employment agreements, except. 

3.22 Except as provided in the Schedules hereto, there are no
actions, suits or proceedings (whether or not purportedly on behalf of the
Company), pending or threatened against or affecting the Company or affecting
the Business, at law or in equity, or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign and neither the Company nor the Vendor are
aware of any existing ground on which any such action, suit or proceeding might
be commenced with any reasonable likelihood of success. 

3.23 The Company is not in material default or breach of any
contracts, agreements, written or oral, indentures or other instruments to which
it is a party and there are no facts, which, after notice or lapse of time or
both, that would constitute such a default or breach, and all such contracts,
agreements, indentures or other instruments are now in good standing and the
Company is entitled to all benefits thereunder. 

3.24 The Company has the right to use all of the patents, both
domestic and foreign, in relation to the Business as set out in the Schedules
hereto. 

3.25 To the best of the knowledge of the Company and the
Vendor, the conduct of the Business does not infringe upon the patents, trade
marks, trade names or copyrights, domestic or foreign, of any other person, firm
or corporation. 

3.26 To the best of the knowledge of the Company and the
Vendor, the Company is conducting and will conduct the Business in compliance
with all applicable laws, rules and regulations of each jurisdiction in which
the Business is or will be carried on, the Company is not in material breach of
any such laws, rules or regulations and is, or will be on the Closing Date,
fully licensed, registered or qualified in each jurisdiction in which the
Company owns or leases property or carries on or proposes to carry on the
Business to enable the Business to be carried on as now conducted and its
property and assets to be owned, leased and operated, and all such licenses,
registrations and qualifications are or will be on the Closing Date valid and
subsisting and in good standing and that none of the same contains or will
contain any provision, condition or limitation which has or may have a
materially adverse effect on the operation of the Business. 

3.27 All facilities and equipment owned or used by the Company
in connection with the Business are in good operating condition and are in a
state of good repair and maintenance. 

3.28 Except as disclosed in the Company Financial Statements
and salaries incurred in the ordinary course of business since the date thereof,
the Company has no loans or indebtedness outstanding which have been made to or
from directors, former directors, officers, shareholders and 

6 




employees of the Company or to any person or corporate body not
dealing at arm's length with any of the foregoing, and will not, prior to
closing, pay any such indebtedness unless in accordance with budgets agreed in
writing by the Purchaser. 

3.29 The Company has made full disclosure to the Purchaser of
all aspects of the Business and has made all of its books and records available
to the representatives of the Purchaser in order to assist the Purchaser in the
performance of its due diligence searches and no material facts in relation to
the Business have been concealed by the Company or the Vendor. 

3.30 There are no material liabilities of the Company of any
kind whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Company or the Purchaser may become liable
on or after the consummation of the transaction contemplated bythis Agreement,
other than liabilities which may be reflected on the Company Financial
Statements, liabilities disclosed or referred to in this Agreement or in the
Schedules attached hereto, or liabilities incurred in the ordinary course of
business and attributable to the period since the date of the Company Financial
Statements, none of which has been materially adverse to the nature of the
Business, results of operations, assets, financial condition or manner of
conducting the Business. 

3.31 The Articles, bylaws and other constating documents of the
Company in effect with the appropriate corporate authorities as at the date of
this Agreement will remain in full force and effect without any changes thereto
as at the Closing Date. 

7 




3.32 The directors and officers of the Company are as follows:



  	 	Name 	Position 
			  
	 	Manfred Sappok 	Managing Director 
	 	Dieter Wagels 	Managing Director 




3.33 The Vendor represents and warrants to the Purchaser and
the Principal Shareholder that the Vendor is not a “U.S. Person” as defined by
Regulation S of the United States Securities Act of 1933 and is
not acquiring the Purchaser Shares for the account or benefit of a U.S. Person.


3.34 The Vendor represents and warrants to the Purchaser that
it is acquiring the Purchaser Shares for investment purposes, only, with no
present intention of dividing its interest with others or reselling or otherwise
disposing of any or all of the Purchaser Shares. 

3.35 The Vendor acknowledges that the Vendor was not in the
United States at the time the offer to acquire the Purchaser Shares was received
it.

	4. 	COVENANTS, REPRESENTATIONS AND WARRANTIES

      OF THE PURCHASER AND THE PRINCIPAL SHAREHOLDER


The Purchaser and the Principal Shareholder covenant with and
  represent and warrant to the Vendor and the Company as follows and acknowledge
  that the Vendor is relying upon such covenants, representations and warranties
  in entering into this Agreement: 

4.1 The Purchaser has been duly incorporated and organized and
is validly subsisting under the laws of the State of Nevada; it is a reporting
issuer under the United States Securities Exchange Act of 1934 and
is in good standing with respect to all filings required to be made under such
statutes with the United States Securities and Exchange Commission; it has the
corporate power to own or lease its properties and to carry on its business as
now being conducted by it; and it is duly qualified as a corporation to do
business and is in good standing with respect thereto in each jurisdiction in
which the nature of its business or the property owned or leased by it makes
such qualification necessary. 

4.2 The authorized capital of the Purchaser consists of
975,000,000 shares of common stock with a par value $0.001 per share, of
which 70,200,000 shares are currently issued and outstanding as fully paid and
non-assessable. 

4.3 No person, firm or corporation has any agreement or option,
including convertible securities, warrants or convertible obligations of any
nature, or any right or privilege (whether by law, pre-emptive or contractual)
capable of becoming an agreement or option for the purchase, subscription,
allotment or issuance of any of the unissued shares in the capital of the
Purchaser.

4.4 The Purchaser will not, without the prior written consent
of the Vendor, issue any additional shares from and after the date hereof to the
Closing Date or create any options, warrants or rights for any person to
subscribe for any unissued shares in the capital of the Purchaser. 

4.5 The directors and officers of the Purchaser are as follows:


8 





	 	Name 	Position 
	 	 	 
	 	Perry Augustson 	Director, President, Secretary and Treasurer 


4.6 The Purchaser Audited Financial Statements present fairly
the assets, liabilities (whether accrued, absolute, contingent or otherwise) and
the financial condition of the Purchaser as at the date thereof. 

4.7 The Purchaser Unaudited Financial Statements present fairly
the assets, liabilities (whether accrued, absolute, contingent or otherwise) and
the financial condition of the Purchaser as of the date thereof and there will
not be, prior to the Closing Date, any material increase in such liabilities.


4.8 There have been no material adverse changes in the
financial position or condition of the Purchaser or damage, loss or destruction
materially affecting the business or property of the Purchaser since the date of
the Purchaser Unaudited Financial Statements except as may be disclosed by the
Purchaser in Current Reports on Form 8-K filed with the United States Securities
and Exchange Commission. 

4.9 The Purchaser has made full disclosure to the Company of
all material aspects of the Purchaser's business and has made all of its books
and records available to the representatives of the Company in order to assist
the Company in the performance of its due diligence searches and no material
facts in relation to the Purchaser's business have been concealed by the
Purchaser. 

4.10 The Purchaser is not a party to or bound by any agreement
or guarantee, warranty, indemnification, assumption or endorsement or any other
like commitment of the obligations, liabilities (contingent or otherwise) or
indebtedness or any other person, firm or corporation. 

4.11 Except as disclosed in the Schedules attached hereto,
there are no actions, suits or proceedings (whether or not purportedly on behalf
of the Purchaser), pending or threatened against or affecting the Purchaser or
affecting the Purchaser's business, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign and the Purchaser is not
aware of any existing ground on which any such action, suit or proceeding might
be commenced with any reasonable likelihood of success. 

4.12 The Purchaser's common shares are quoted on the NASD OTC
Bulletin Board and the Purchaser is not in breach of any regulation, by-law or
policy of, or any of the terms and conditions of its quotation on the NASD OTC
Bulletin Board applicable to the Purchaser or its operations. 

4.13 The Purchaser does not currently have any employees and is
not party to any collective agreements with any labour unions or other
association of employees. 

4.14 The Purchaser does not have any subsidiaries or agreements
of any nature to acquire any subsidiary or to acquire or lease any other
business operations and will not prior to the Closing Date acquire, or agree to
acquire, any subsidiary or business without the prior written consent of the
Company. 

4.15 The business of the Purchaser now and until the Closing
Date will be carried on in the ordinary and normal course after the date hereof
and upon to the Closing Date and no material 

9




transactions shall be entered into until the Closing Date
without the prior written consent of the Vendor. 

4.16 No liability, cost or expense will be incurred or payable
by the Purchaser in connection with the disposition of any of its properties.


4.17 No capital expenditures in excess of $5,000 have been made
or authorized by the Purchaser since the date of the Purchaser Audited Financial
Statements and no capital expenditures in excess of $5,000 will be made or
authorized by the Purchaser after the date hereof and up to the Closing Date
without the prior written consent of the Vendor. 

4.18 The Purchaser is not indebted to any of its directors or
officers nor are any of the Purchaser's directors or officers indebted to the
Purchaser. 

4.19 The Purchaser has good and marketable title to its
properties and assets as set out in the Purchaser Audited Financial Statements
and such properties and assets are not subject to any mortgages, pledges, liens,
charges, security interests, encumbrances, actions, claims or demands of any
nature whatsoever or howsoever arising. 

4.20 The Corporate Charter, Articles of Incorporation and
Bylaws and any other constating documents of the Purchaser in effect with the
appropriate corporate authorities as at the date of this Agreement will not have
been materially changed as at the Closing Date. 

4.21 There are no material liabilities of the Purchaser of any
kind whatsoever, whether or not accrued and whether or not determined or
determinable, in respect of which the Purchaser or the Company may become liable
on or after the consummation of the transaction contemplated by this Agreement,
other than liabilities which may be reflected on the Purchaser Audited Financial
Statements, liabilities disclosed or referred to in this Agreement or in the
Schedules attached hereto, or liabilities incurred in the ordinary course of
business and attributable to the period since the date of the Purchaser Audited
Financial Statements, none of which has been materially adverse to the nature of
the Purchaser's business, results of operations, assets, financial condition or
manner of conducting the Purchaser's business. 

4.22 The entering into of this Agreement and the consummation
of the transactions contemplated hereby will not result in the violation of any
of the terms and provisions of the constating documents or bylaws of the
Purchaser or of any indenture, instrument or agreement, written or oral, to
which the Purchaser may be a party. 

4.23 The entering into of this Agreement and the consummation
of the transactions contemplated hereby will not, to the best of the knowledge
of the Purchaser, result in the violation of any law or regulation of the United
States or the State of Nevada or of any local government bylaw or ordinance to
which the Purchaser or the Purchaser's business may be subject. 

4.24 This Agreement has been duly authorized, validly executed
and delivered by the Purchaser. 

4.25 The Purchaser has no contracts with any officers,
directors, accountants, lawyers or others which cannot be terminated with not
more than one month's notice. 

4.26 No agreement has been made with Purchaser in respect of
the purchase and sale contemplated by this Agreement that could give rise to any
valid claim by any person against the Company or the Vendor for a finder's fee,
brokerage commission or similar payment. 

10




5. ACTS IN CONTEMPLATION OF CLOSING 

5.1 The Company covenants and agrees with the Purchaser and the
Principal Shareholder to, prior to or on the Closing Date, deliver to the
Purchaser those audited annual financial statements and unaudited interim
financial statements of the Company as are required by Item 310 of Regulation SB
of the United States Securities and Exchange Commission in order to permit the
Purchaser to make the United States Securities and Exchange Commission filings
required in respect of the purchase and sale of the shares of the Company in
accordance with this Agreement.

6. CONDITIONS OF CLOSING 

6.1 All obligations of the Purchaser under this Agreement are
subject to the fulfilment, at or prior to the Closing Date, of the following
conditions: 

	 	(a) 	 The respective representations and warranties
        of the Vendor and the Company contained in this Agreement or in any Schedule
        hereto or certificate or other document delivered to the Purchaser pursuant
        hereto shall be substantially true and correct as of the date hereof and
        as of the Closing Date with the same force and effect as though such representations
        and warranties had been made on and as of such date, regardless of the
        date as of which the information in this Agreement or any such Schedule
        or certificate is given, and the Purchaser shall have received on the
        Closing Date certificates dated as of the Closing Date, in forms satisfactory
        to counsel for the Purchaser and signed under seal by the Vendor and by
        two senior officers of the Company to the effect that their respective
        representations and warranties referred to above are true and correct
        on and as of the Closing Date with the same force and effect as though
        made on and as of such date, provided that the acceptance of such certificates
        and the closing of the transactions herein provided for shall not be a
        waiver of the respective representations and warranties contained in Articles
        3 and 4 or in any Schedule hereto or in any certificate or document given
        pursuant to this Agreement which covenants, representations and warranties
        shall continue in full force and effect for the benefit of the Purchaser;

	 	 	 	 
	 	(b) 	 the Company shall have caused to be delivered
        to the Purchaser either a certificate of an officer of the Company or,
        at the Purchaser's election, an opinion of legal counsel acceptable to
        the Purchaser's legal counsel, in either case, in form and substance satisfactory
        to the Purchaser, dated as of the Closing Date, to the effect that:

	 	 	 	 
			(i) 	 the Company owns, possesses and has good and marketable
        title to its undertaking, property and assets, and without restricting
        the generality of the foregoing, those assets described in the balance
        sheet included in the Company Financial Statements, free and clear of
        any and all mortgages, liens, pledges, charges, security interests, encumbrances,
        actions, claims or demands of any nature whatsoever and howsoever arising;

	 	 	 	 
			(ii) 	 the Company has been duly incorporated, organized and
        is validly existing under the laws of Germany, it has the corporate power
        to own or lease its properties and to carry on its business that is now
        being conducted by it



11 





	 		 	 and is in good standing with respect to filings with
        the appropriate governmental authorities;

	 	 	 	 
	 		(iii)	  the issued and authorized capital of the
        Company is as set out in this Agreement and all of the issued and outstanding
        shares have been validly issued as fully paid and non-assessable;

	 	 	 	 
	 		(iv)	  all necessary approvals and all necessary
        steps and corporate proceedings have been obtained or taken to permit
        the Company Shares to be duly and validly transferred to and registered
        in the name of the Purchaser; and

	 	 	 	 
	 		(v)	  the consummation of the purchase and sale
        contemplated by this Agreement, including, but not limited to, the transfer
        of the Company Shares to the Purchaser, will not be in breach of any laws
        of Germany , and, in particular but without limiting the generality of
        the foregoing, the execution and delivery of this Agreement by the Vendor
        and the Company has not breached and the consummation of the purchase
        and sale contemplated hereby will not be in breach of any laws of Germany
        or of any other country or state in which a Vendor is resident or the
        Company carries on business;

	 	 	 	 
	 		and, without limiting the generality of the foregoing, that
      all corporate proceedings of the Company, its shareholders and directors
      and all other matters which, in the reasonable opinion of counsel for the
      Purchaser, are material in connection with the transaction of purchase and
      sale contemplated by this Agreement, have been taken or are otherwise favourable
      to the completion of such transaction.
	 	 	 	 
	 	(c) 	 At the Closing Date there shall have been
        no materially adverse change in the affairs, assets, liabilities, or financial
        condition of the Company or the Business (financial or otherwise) from
        that shown on or reflected in the Company Financial Statements.

	 	 	 	 
	 	(d) 	 No substantial damage by fire or other hazard
        to the Business shall have occurred prior to the Closing Date.

	 	 	 	 
	 	(e) 	 The Company shall have delivered to the
        Purchaser those financial statements of the Company specified in paragraph
        5.1 hereof.



6.2 In the event any of the foregoing conditions contained in
paragraph 6.1 hereof are not fulfilled or performed at or before the Closing
Date to the reasonable satisfaction of the Purchaser, the Purchaser may
terminate this Agreement by written notice to the Vendor and in such event the
Purchaser shall be released from all further obligations hereunder but any of
such conditions may be waived in writing in whole or in part by the Purchaser
without prejudice to its rights of termination in the event of the
non-fulfilment of any other conditions. 

6.3 All obligations of the Vendor under this Agreement are
subject to the fulfilment, at or prior to the Closing Date, of the following
conditions: 

	 	(a) 	
      The representations and warranties of the Purchaser
      contained in this Agreement or in any Schedule hereto or certificate or
      other document delivered to the Company and the Vendor pursuant hereto
      shall be substantially true and correct as of the date hereof and as of
      the Closing Date with the same force and effect as though
  such



12 





	 		
      representations and warranties had been made on and as of
      such date, regardless of the date as of which the information in this
      Agreement or any such Schedule or certificate is given, and the Vendor
      shall have received on the Closing Date a certificate dated as of the
      Closing Date, in a form satisfactory to the Vendor and signed under seal
      by two senior officers of the Purchaser, to the effect that such
      representations and warranties referred to above are true and correct on
      and as of the Closing Date with the same force and effect as though made
      on and as of such date, provided that the acceptance of such certificate
      and the closing of the transaction herein provided for shall not be a
      waiver of the representations and warranties contained in Article 4 or in
      any Schedule hereto or in any certificate or document given pursuant to
      this Agreement which covenants, representations and warranties shall
      continue in full force and effect for the benefit of the Vendor.

	 	 	 	 
	 	(b) 	
      The Purchaser shall have caused to be delivered to the
      Vendor either a certificate of an officer of the Purchaser or, at the
      Vendor's election, an opinion of legal counsel acceptable to counsel to
      the Vendor, in either case, in form and substance satisfactory to the
      Vendor, dated as of the Closing Date, to the effect that:

	 	 	 	 
	 		(i) 	
      the Purchaser has been duly incorporated and organized
      and is validly subsisting under the laws of the State of Nevada, it has
      the corporate power to own or lease its properties and to carry on its
      business that is now being conducted by it and is in good standing with
      respect to all filings with the appropriate corporate authorities in
      Nevada and with respect to all annual and quarterly filings with the
      United States Securities and Exchange Commission;

	 	 	 	 
	 		(ii) 	
      the issued and authorized capital of the Purchaser is as
      set out in this Agreement and all issued shares have been validly issued
      as fully paid and non-assessable;

	 	 	 	 
	 		(iii) 	
      all necessary approvals and all necessary steps and
      corporate proceedings have been obtained or taken to permit the Purchaser
      Warrants to be duly and validly issued to the Vendor and the Purchaser
      Shares to be duly and validly allotted and issued to and registered in the
      name of the Vendor;

	 	 	 	 
	 		(iv) 	
      the consummation of the purchase and sale contemplated by
      this Agreement, including, but not limited to, the issuance and delivery
      of the Purchaser Shares to the Vendor, in consideration of the purchase of
      the Company Shares from the Vendor, will not be in breach of any laws of
      Nevada and, in particular, but without limiting the generality of the
      foregoing, the execution and delivery of this Agreement by the Purchaser
      has not breached, and the consummation of the purchase and sale
      contemplated hereby will not be in breach of, any securities laws of the
      United States of America;

	 	 	 	 
	 		
      and, without limiting the generality of the foregoing,
      that all corporate proceedings of the Purchaser, its shareholders and
      directors and all other matters which, in the reasonable opinion of
      counsel for the Company, are material in connection with the transaction
      of purchase and sale contemplated by this Agreement, have been taken or
      are otherwise favourable to the completion of such
  transaction.



13 





	 	(c) 	
      At the Closing Date there shall have been no materially
      adverse change in the affairs, assets, liabilities, financial condition or
      business (financial or otherwise) of the Purchaser from that shown on or
      reflected in the Purchaser Audited Financial
Statements.



6.4 In the event that any of the conditions contained in
paragraph 6.3 hereof shall not be fulfilled or performed by the Purchaser at or
before the Closing Date to the reasonable satisfaction of the Vendor then the
Vendor shall have all the rights and privileges granted to the Purchaser under
paragraph 6.2, mutatis mutandis. 

7. CLOSING ARRANGEMENTS 

7.1 The closing shall take place on the Closing Date at the
offices of the Vendor at Friedrich-List-Allee 10, 41488 Wegberg-Wildenrath,
Germany, or at such other time and place as the parties may mutually agree. 

7.2 On the Closing Date, upon fulfilment of all the conditions
set out in Article 6 which have not been waived in writing by the Purchaser or
by the Vendor, as the case may be, then: 

	 	(a) 	
      the Vendor shall deliver to the Purchaser:

	 	 	 	 
	 		(i) 	
      the Agreement and Deed of Transfer in the form attached
      as Schedule J hereto and such other documents as may be necessary to
      record the transfer of the Company to the Purchaser in the commercial
      registry in Moenchengladbach;

	 	 	 	 
	 		(ii) 	
      the certificates and officer's certificate or opinion
      referred to in paragraph 6.1; and

	 	 	 	 
	 		(iii) 	
      evidence satisfactory to the Purchaser and its legal
      counsel of the completion by the Company and the Vendor of those acts
      referred to in paragraph 5.1.

	 	 	 	 
	 	(b) 	
      the Vendor and the Company shall cause the Company Shares
      to be transferred into the name of the Purchaser, or its nominee, to be
      duly and regularly recorded in the books and records of the
  Company;

	 	 	 	 
	 	(c) 	
      the Purchaser shall issue and deliver to the
    Vendor:

	 	 	 	 
	 		(i) 	
      certificates representing the Purchaser Shares duly
      endorsed with legends, acceptable to the Purchaser's counsel, respecting
      restrictions on transfer as required by or necessary under the applicable
      securities legislation of the United States or any state, including, but
      not limited to, the non-transferability of such shares for a period of one
      year from the Closing Date;

	 	 	 	 
	 		(ii) 	
      the certificates and officer's certificate or opinion
      referred to in paragraph 6.3; and

	 	 	 	 
	 		(iii) 	
      sequential resignations and directors resolutions such
      that all of the directors and officers of the Purchaser will have resigned
      and the following



14 



 

	 	will have been appointed directors and/or officers of the Purchaser immediately
      following closing: 





	Name 	Position 
	  	  
	Rolf Horchler 	Director & President 
	John Boschert 	Secretary & Treasurer





	 	(d)	The Principal Shareholder shall
      deliver to the Vendor the certificates representing all the Principal
      Shares duly endorsed in blank for transfer or with a stock power of
      attorney (in either case with the signature guaranteed by the appropriate
      official) with all applicable security transfer taxes paid. 





8. GENERAL PROVISIONS 

8.1 Time shall be of the essence of this Agreement. 

8.2 This Agreement contains the whole agreement between the
parties hereto in respect of the purchase and sale of the Company Shares and
there are no warranties, representations, terms, conditions or collateral
agreements expressed, implied or s tatutory, other than as expressly set forth
in this Agreement. 

8.3 This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.
The Purchaser may not assign this Agreement without the consent of the Company
which consent may be withheld for any reason whatsoever. 

8.4 Any notice to be given under this Agreement shall be duly
and properly given if made in writing and delivered or telecopied to the
addressee at the address as set out on page one of this Agreement. Any notice
given as aforesaid shall be deemed to have been given or made on, if delivered,
the date on which it was delivered or, if telecopied, on the next business day
after it was telecopied. Any party hereto may c hange its address for notice
from time to time by providing notice of such change to the other parties hereto
in accordance with the foregoing. 

8.5 This Agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement. 

8.6 This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Nevada, and each of the parties hereto irrevocably attorns to the
jurisdiction of the courts of the State of Nevada. 

8.7 No claim shall be made by the Company or the Vendor against
the Purchaser, or by the Purchaser against the Company or the Vendor, as a
result of any misrepresentation or as a result of the breach of any covenant or
warranty herein contained unless the aggregate loss or damage to such party
exceeds $5,000. 

15 




-- INTENTIONALLY LEFT BLANK --

16 




IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	INVENTA HOLDING GmbH 	 
	  	 
	  	 
	/s/ Manfred Sappok 	 
	By Its Authorized Signatory 	 



	TRITON RESOURCES, INC. 	 
	  	 
	  	 
	/s/ Perry Augustson 	 
	By Its Authorized Signatory 	 



	SKYFLYER TECHNOLOGY GmbH 	 
	  	 
	/s/ Dieter Wagels 	 
	By Its Authorized Signatory 	 



	SIGNED, SEALED AND DELIVERED 	 	  	 
	BY PERRY AUGUSTSON 	 	  	 
	in the presence of: 	 	  	 
	  	 	  	 
	  	 	  	 
	/s/ Christian I. Cu 	 	/s/ Perry Augustson 	 
	Signature of Witness 	 	PERRY AUGUSTSON 	 
	  	 	  	 
	  	 	  	 
	Christian I. Cu 	 	  	 
	Name 	 	  	 
	  	 	  	 
	Suite 1880, Royal Centre 	 	  	 
	1055 West Georgia Street, Box 11122 	 	  	 
	Vancouver, BC V6E 3P3 	 	  	 
	Address 	 	  	 






SCHEDULE "A" 

to that Share Purchase Agreement 
dated for reference as of
the 31st day of March, 2006 

 

COMPANY FINANCIAL STATEMENTS 





	Skyflyer Technology GmbH 
	(A Development Stage Company) 
	Balance Sheet 
	  
	October 31,
      2005 



	ASSETS 	 	  	 
	  	 	  	 
	Current Assets 	 	  	 
	Cash and cash equivalents 	$	 11,187 	 
	Receivable 	 	0 	 
	Other 	 	20,270 	 
	Prepaid expenses 	 	0 	 
	Deferred tax asset, less valuation allowance of $57,717
	 	- 	 
	Total Current
      Assets 	$	 31,457 	 
	  	 	  	 
	Fixed Assets 	 	  	 
	Capital assets 	$	 19,118 	 
	Total Fixed
      Assets 	$	 19,118 	 
	  	 	  	 
	Total
      Assets 	$	 50,575 	 
	  	 	  	 
	LIABILITIES AND STOCKHOLDER’S EQUITY 	 	  	 
	  	 	  	 
	Current Liabilities 	 	  	 
	Accounts payable and accrued liabilities
	$	 37,567 	 
	Other 	 	994 	 
	Total Current Liabilities 	$	 38,561 	 
	  	 	  	 
	Contingency (Note 2) 	 	  	 
	  	 	  	 
	Stockholder’s Equity 	 	  	 
	Common stock, €25,000 par value; unlimited number of shares
      authorized, 	 	  	 
	one share issued and outstanding, not paid
      10,000 EUR yet 	$	 19,365 	 
	Additional paid in Capital 	 	72,947 	 
	Accumulated other comprehensive loss:
      Foreign currency cumulative 	 	  	 
	translation adjustment 	 	( 1,070 	) 
	Deficit accumulated during the development stage 	 	( 79,228 	) 
	Total
      Stockholder’s Equity 	 	12,014 	 
	  	 	  	 
	Total
      Liabilities and Stockholder’s Equity 	$	 50,575 	 


The accompanying notes are an integral part of these financial
statements.





	Skyflyer Technology GmbH 
	(A Development Stage Company) 
	Statement of Operations 



	  	 	Period from 
	 
	  	 	inception 
	 
	  	 	(April 14, 
	 
	  	 	2005) to 
	
	  	 	October 31, 
	 
	  	 	2005 
	 
	  	 	 	 
	EXPENSES 	 	 	 
	General and Administration 	 	 	 
	Personnel Costs 	$	 19,650 	 
	Amortization 	 	322 	 
	Professional fees/management fees 	 	53,318 	 
	Other operating expenses 	 	5,890	 
	Loss before other items and income tax 	 	( 79,180 	) 
	  	 	 	 
	  	 	 	 
	OTHER ITEMS 	 	 	 
	Interes expenses 	 	( 117 	) 
	Interest income 	 	69 	 
	  	 	 	 
	Loss before income taxes 	 	( 79,228 	) 
	  	 	 	 
	Provision for income
      taxes 	 	- 	 
	  	 	 	 
	Net loss 	$	 ( 79,228 	) 
	  	 	 	 
	Comprehensive loss: 	 	 	 
	Net loss 	$	 ( 79,228
      	) 
	Foreign currency translation adjustment 	 	( 1,070 	) 
	  	 	 	 
	Comprehensive loss:
      	$	 ( 80,298 	) 
	  	 	 	 
	  	 	 	 
	  	 	 	 
	  	 	 	 
	Basic and diluted net loss per share 	$	 ( 79,228 	) 
	  	 	 	 
	  	 	 	 
	  	 	 	 
	  	 	 	 
	Weighted average
      number of shares of common stock outstanding 	 	1 	 


The accompanying notes are an integral part of these financial
statements.





	Skyflyer Technology GmbH 
	(A Development Stage Company) 
	Statement of Stockholder’s Equity




	  	 	Common Stock 	 	 	  	 	 	  	 	 	Deficit 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	Accumulated 	 	 	Accumulated 	 	 	  	 
	  	 	  	 	 	  	 	 	Additional 	 	 	Other 	 	 	During 	 	 	Total 	 
	  	 	  	 	 	  	 	 	Paid-in 	 	 	Comprehensive 	 	 	Development 	 	 	Stockholder’s 	 
	  	 	Shares 	 	 	Amount 	 	 	Capital 	 	 	Loss
    	 	 	Stage
    	 	 	Equity 	 
	Balance, April 14, 2005 (date of
      inception) 	 	- 	 	$	 - 	 	$	 - 	 	$	 - 	 	$	 - 	 	$	 - 	 
	Common stock issued for cash at €25,000 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	per share, April 2005 (paid €15,000) 	 	1 	 	 	19,365 	 	 	- 	 	 	- 	 	 	- 	 	$	 19,365 	 
	Additional paid in Capital 	 	  	 	 	  	 	 	72,947 	 	 	  	 	 	  	 	 	72,947 	 
	Foreign currency translation adjustment 	 	- 	 	 	- 	 	 	- 	 	 	( 1,070 	) 	 	- 	 	 	( 1,070 	) 
	Net loss 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	( 79,228
    	) 	 	( 79,228
    	) 
	Balance, October 31,2005 	 	1 	 	$	 19,365 	 	$	 72,947- 	 	$	( 1,070 	) 	$	( 79,228 	) 	$	 12,014 	 


The accompanying notes are an integral part of these financial
statements.





	Skyflyer Technology GmbH 
	(A Development Stage Company) 
	Statement of Cash Flows 



	  	 	Period from 	 
	  	 	inception 	 
	  	 	(April 14, 	 
	  	 	2005) to 	
	  	 	October 31, 2005 	 
	  	 	  	 
	  	 	  	 
	Cash flows from operating activities 	 	  	 
	       Net loss 	$	 ( 79,228 	) 
	       Amortization 	 	337 	 
	     Change in assets and
      liabilities: 	 	  	 
	               Increase
      in receivable 	 	( 20,707 	) 
	           
         Increase in prepaid expenses 	 	0 	 
	   
                 Increase in accounts payable and
      accrued liabilities 	 	39,392 	 
	  	 	  	 
	Net cash used
      in operating activities 	 	(
      60,206 	) 
	  	 	  	 
	  	 	  	 
	Cash flows from investing activities
    	 	  	 
	   
       Acquisition of capital assets 	$	 ( 19,851 	) 
	  	 	  	 
	Net cash used
      in investing activities 	$	 ( 19,851 	) 
	  	 	  	 
	  	 	  	 
	Cash flows from financing activities
    	 	  	 
	     Proceeds from sale and issuing common
      stock 	 	19,365 	 
	     Proceeds from additional paid in
      Capital 	 	72,961 	 
	  	 	  	 
	Net cash provided by financing activities 	 	92,326 	 
	  	 	  	 
	Effect of foreign currency translation on cash and cash
      equivalents during the period 	 	( 1,082 	) 
	  	 	  	 
	Change in cash and cash equivalents for
      the period 	 	11,187 	 
	  	 	  	 
	Cash and cash equivalents, beginning of period 	 	- 	 
	  	 	  	 
	Cash and cash equivalents, end of period 	$	 11,187 	 
	  	 	  	 
	Cash paid during the period for interest 	$	 - 	 
	  	 	  	 
	Cash paid during the period for income taxes 	$	 - 	 


The accompanying notes are an integral part of these financial
statements.










	
SCHEDULE "B"
	
	
to that Share Purchase Agreement
	
	
dated for reference as of the 31st day of March, 2006
	
	 

	
	 

	
	 

	
	
PURCHASER AUDITED FINANCIAL STATEMENTS
	







 

   

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of 
Triton
Resources , Inc. (An Exploration Stage Company) 

We have audited the accompanying balance sheets of Triton
Resources , Inc. (An Exploration Stage Company) as of October 31, 2005 and
October 31, 2004 and the related statements of operations, cash flows and
stockholders’ equity for the year ended October 31, 2005 and for the period from
May 18, 2004 (Date of Inception) to October 31, 2004 and accumulated for the
period from May 18, 2004 (Date of Inception) to October 31, 2005. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits. 

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 financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes 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. 

In our opinion, the financial statements referred to above,
present fairly, in all material respects, the financial position of Triton
Resources , Inc. (An Exploration Stage Company) as of October 31, 2005 and
October 31, 2004, and the results of its operations and its cash flows for the
year ended October 31, 2005 and for the period from May 18, 2004 (Date of
Inception) to October 31, 2004 and accumulated for the period from May 18, 2004
(Date of Inception) to October 31, 2005, in conformity with accounting
principles generally accepted in the United States. 

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated revenues and has
accumulated losses since inception and will need additional equity financing to
begin realizing its business plan. These factors raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s plans in
regard to these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

	/s/ “Manning Elliott LLP” 
	  
	CHARTERED ACCOUNTANTS 
	Vancouver, Canada 
	January 10, 2006 


F-1 





	Triton Resources , Inc. 
	(An Exploration Stage Company) 
	Balance Sheets 
	(Expressed in US dollars) 



	  	 	  	 	 	October 31, 	 
	  	 	  	 	 	2004	 
	  	 	October 31, 	 	 	(Restated -	 
	  	 	2005 	 	 	Note 7) 	
	  		$ 	 		$ 	 
	ASSETS 	 	  	 	 	  	 
	Current Assets 	 	  	 	 	  	 
	   Cash 	 	46,539 	 	 	73,261 	 
	   Prepaid
      expenses 	 	11
	 	 	– 	 
	Total Assets 	 	46,550 	 	 	73,261 	 
	  	 	  	 	 	  	 
	LIABILITIES AND STOCKHOLDERS’ EQUITY
    	 	  	 	 	  	 
	Current Liabilities 	 	  	 	 	  	 
	   Accounts payable 	 	7,235 	 	 	– 	 
	   Accrued liabilities 	 	4,500 	 	 	4,250 	 
	   Due to related parties (Note 3(b)) 	 	– 	 	 	82 	 
	Total Liabilities
    	 	11,735 	 	 	4,332
    	 
	Contingencies and Commitments (Notes
      1 and 4) 	 	  	 	 	  	 
	Stockholders’ Equity 	 	  	 	 	  	 
	Common Stock, 975,000,000 s hares authorized,
      $0.001 par value 	 	  	 	 	  	 
	70,200,000 shares issued and outstanding (Note 5) 	 	70,200 	 	 	70,200 	 
	Additional Paid in Capital 	 	2,800 	 	 	2,800 	 
	Donated Capital (Note 3(a)) 	 	13,775 	 	 	4,775 	 
	Accumulated Other Comprehensive Income
      (Note 7) 	 	2,304 	 	 	3,000 	 
	Deficit Accumulated
      During the Exploration Stage (Note 7) 	 	(54,264	) 	 	(11,846	) 
	Total Stockholders’ Equity 	 	34,815 	 	 	68,929 	 
	Total Liabilities
      and Stockholders’ Equity 	 	46,550 	 	 	73,261 	 


F-2 

(The Accompanying Notes are an Integral Part of These Financial
Statements) 





	Triton Resources , Inc. 
	(An Exploration Stage Company) 
	Statements of Operations 
	(Expressed in US dollars) 



	  	 	Accumulated 	 	 	  	 	 	  	 
	  	 	From 	 	 	  	 	 	From 	 
	  	 	May 18, 2004 	 	 	For the 	 	 	May 18, 2004 	 
	  	 	(Date of Inception) 	 	 	Year Ended 	 	 	(Date of Inception) 	 
	  	 	to October 31, 	 	 	October 31, 	 	 	to October 31, 	 
	  	 	2005 	 	 	2005 	 	 	2004 	 
	  	 	  	 	 	  	 	 	(Restated – Note 7) 	
	  		$ 	 		$ 	 		$ 	 
	  	 	  	 	 	  	 	 	  	 
	Revenue 	 	– 	 	 	– 	 	 	– 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Expenses 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	       Donated services (Note 3(a))
    	 	8,750 	 	 	6,000 	 	 	2,750 	 
	       General and
      administrative 	 	8,478 	 	 	7,919 	 	 	559 	 
	       Mineral property costs (Note
      4) 	 	4,646 	 	 	2,384 	 	 	2,262 	 
	       Professional
      fees 	 	28,520 	 	 	23,620 	 	 	4,900 	 
	       Donated rent (Note 3(a))
    	 	4,375 	 	 	3,000 	 	 	1,375 	 
	       Interest income 	 	(505	) 	 	(505	) 	 	– 	 
	  	 	  	 	 	  	 	 	  	 
	Total Expenses 	 	54,264 	 	 	42,418 	 	 	11,846 	 
	  	 	  	 	 	  	 	 	  	 
	Net Loss 	 	(54,264	) 	 	(42,418	) 	 	(11,846	) 
	  	 	  	 	 	  	 	 	  	 
	Other Comprehensive Income (Loss) 	 	  	 	 	  	 	 	  	 
	   
         Foreign currency translation 	 	2,304
    	 	 	(696	) 	 	3,000
    	 
	  	 	  	 	 	  	 	 	  	 
	Comprehensive
      Loss 	 	(51,960	) 	 	(43,114	) 	 	(8,846	) 
	  	 	  	 	 	  	 	 	  	 
	Net Loss Per
      Share – Basic and Diluted 	 	  	 	 	–
    	 	 	–
    	 
	  	 	  	 	 	  	 	 	  	 
	Weighted Average
      Shares Outstanding 	 	  	 	 	70,200,000 	 	 	49,270,000 	 


F-3 

(The Accompanying Notes are an Integral Part of These Financial
Statements) 





	Triton Resources , Inc. 
	(An Exploration Stage Company) 
	Statements of Cash Flows 
	(Expressed in US dollars) 



	  	 	Accumulated 	 	 	  	 	 	From 	 
	  	 	From 	 	 	  	 	 	May 18, 2004 	 
	  	 	May 18, 2004 	 	 	For the 	 	 	(Date of Inception) 	 
	  	 	(Date of Inception) 	 	 	Year Ended 	 	 	to October 31, 	 
	  	 	to October 31, 	 	 	October 31, 	 	 	2004 	 
	  	 	2005 	 	 	2005 	 	 	(Restated – Note 7)	 
	  		$ 	 		$	 		$ 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Operating Activities 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	   Net loss 	 	(54,264	) 	 	(42,418	) 	 	(11,846	) 
	  	 	  	 	 	  	 	 	  	 
	   Adjustments to reconcile
      net loss to cash 	 	  	 	 	  	 	 	  	 
	       Donated rent and services
    	 	13,775 	 	 	9,000 	 	 	4,775 	 
	  	 	  	 	 	  	 	 	  	 
	   Change in operating assets and liabilities
    	 	  	 	 	  	 	 	  	 
	       (Increase)
      in prepaid expenses 	 	(11	) 	 	(11	) 	 	– 	 
	   
         Increase in accounts payable and accrued liabilities 	 	11,735
    	 	 	7,485
    	 	 	4,250
    	 
	  	 	  	 	 	  	 	 	  	 
	Net Cash Used
      in Operating Activities 	 	(28,765	) 	 	(25,944	) 	 	(2,821	)

	  	 	  	 	 	  	 	 	  	 
	Financing Activities 	 	  	 	 	  	 	 	  	 
	       Advances
      from (repayments to) related party 	 	– 	 	 	(82	) 	 	82 	 
	   
         Proceeds from issuance of common stock 	 	73,000
    	 	 	–
    	 	 	73,000
    	 
	  	 	  	 	 	  	 	 	  	 
	Net Cash Flows
      Provided by (Used in) Financing Activities 	 	73,000
    	 	 	(82	) 	 	73,082
    	 
	  	 	  	 	 	  	 	 	  	 
	Effect of exchange
      rate changes on cash 	 	2,304
    	 	 	(696	) 	 	3,000
    	 
	  	 	  	 	 	  	 	 	  	 
	Increase (Decrease) in Cash 	 	46,539 	 	 	(26,722	) 	 	73,261 	 
	  	 	  	 	 	  	 	 	  	 
	Cash - Beginning
      of Period 	 	–
    	 	 	73,261
    	 	 	–
    	 
	  	 	  	 	 	  	 	 	  	 
	Cash - End
      of Period 	 	46,539
    	 	 	46,539
    	 	 	73,261
    	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Supplemental Disclosures 	 	  	 	 	  	 	 	  	 
	   Interest paid 	 	– 	 	 	– 	 	 	– 	 
	   Income taxes paid 	 	– 	 	 	– 	 	 	– 	 


F-4 

(The Accompanying Notes are an Integral Part of These Financial
Statements) 





	Triton Resources , Inc. 
	(An Exploration Stage Company) 
	Statement of Stockholders’ Equity 
	For the Period from May 18, 2004 (Date of Inception) to
      October 31, 2005 
	(Expressed in US dollars) 



	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	Deficit 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	Accumulated 	 	 	Accumulated 	 	 	  	 
	  	 	  	 	 	  	 	 	Additional 	 	 	  	 	 	Other 	 	 	During the 	 	 	  	 
	  	 	  	 	 	  	 	 	Paid-in 	 	 	Donated 	 	 	Comprehensive 	 	 	Exploration 	 	 	  	 
	  	 	Shares 	 	 	Amount 	 	 	Capital 	 	 	Capital 	 	 	Income 	 	 	Stage 	 	 	Total 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	(Restated – 	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	Note 7)	 	 	  	 	 	  	 
	  	 	# 	 		 $	 		$	 		$	 		$	 		$	 		$	 
	Balance – May 18, 2004 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	(Date of Inception) 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	– 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common shares 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	for cash 	 	  	 	 	  	 	 	  	 	 	  	 	 	– 	 	 	  	 	 	  	 
	   at $.00008 per share 	 	39,000,000 	 	 	39,000 	 	 	(36,000	) 	 	– 	 	 	– 	 	 	– 	 	 	3,000 	 
	   at $.0008 per share 	 	16,250,000 	 	 	16,250 	 	 	(3,750	) 	 	– 	 	 	– 	 	 	– 	 	 	12,500 	 
	   at $.004 per share 	 	14,950,000 	 	 	14,950 	 	 	42,550 	 	 	– 	 	 	– 	 	 	– 	 	 	57,500 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Foreign currency translation 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	adjustment 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	3,000 	 	 	– 	 	 	3,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Donated rent and services 	 	– 	 	 	– 	 	 	– 	 	 	4,775 	 	 	– 	 	 	– 	 	 	4,775 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss for the period
    	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	(11,846	) 	 	(11,846	)

	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance – October 31, 2004 	 	70,200,000 	 	 	70,200 	 	 	2,800 	 	 	4,775 	 	 	3,000 	 	 	(11,846	) 	 	68,929 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Foreign currency translation 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	adjustment 	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	(696	) 	 	– 	 	 	(696	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Donated services and 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	expenses 	 	– 	 	 	– 	 	 	– 	 	 	9,000 	 	 	– 	 	 	– 	 	 	9,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss for the period
    	 	– 	 	 	– 	 	 	– 	 	 	– 	 	 	 
    	 	 	(42,418	) 	 	(42,418	)

	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance – October
      31, 2005 	 	70,200,000 	 	 	70,200
    	 	 	2,800
    	 	 	13,775
    	 	 	2,304
    	 	 	(54,264	) 	 	34,815
    	 


F-5 

(The Accompanying Notes are an Integral Part of These Financial
Statements) 





	Triton Resources, Inc. 
	(An Exploration Stage Company) 
	Notes to the Financial Statements 
	October 31, 2005 



	1. 	
      Exploration Stage Company

	 	 	 
		
      The Company was incorporated in the State of Nevada on
      May 18, 2004. The Company is an Exploration Stage Company, as defined by
      Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting
      and Reporting for Development Stage Enterprises”. The Company’s
      principal business is the acquisition and exploration of mineral
      resources. The Company has not presently determined whether its properties
      contain mineral reserves that are economically recoverable.

	 	 	 
		
      These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, confirmation of the Company’s interests
      in the underlying properties, and the attainment of profitable operations.
      As at October 31, 2005, the Company has not generated revenues and has
      accumulated losses of $54,264 since inception. These factors raise
      substantial doubt regarding the Company’s ability to continue as a going
      concern. These financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.

	 	 	 
		
      The Company filed an SB-2 Registration Statement with the
      United States Securities and Exchange Commission that was declared
      effective April 25, 2005 to register 31,200,000 shares of common stock for
      resale by existing shareholders of the Company. The Company did not
      receive any proceeds from the resale of shares of common stock by the
      selling stockholders. The Company is currently trading on the United
      States Over-the-Counter Bulletin Board (OTC BB) under the symbol
      “TRCS”.

	 	 	 
	2. 	
      Summary of Significant Accounting Policies

	 	 	 
		a) 	
      Basis of Presentation

	 	 	 
			
      These financial statements and related notes are
      presented in accordance with accounting principles generally accepted in
      the United States, and are expressed in US dollars. The Company’s fiscal
      year-end is October 31.

	 	 	 
		b) 	
      Use of Estimates

	 	 	 
			
      The preparation of financial statements in conformity
      with U.S. generally accepted accounting principles requires management to
      make estimates and assumptions that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

	 	 	 
		c) 	
      Basic and Diluted Net Income (Loss) Per Share

	 	 	 
			
      The Company computes net income (loss) per share in
      accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128
      requires presentation of both basic and diluted earnings per share (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period.
      Diluted EPS gives effect to all dilutive potential common shares
      outstanding during the period using the treasury stock method and
      convertible preferred stock using the if-converted method. In computing
      Diluted EPS, the average stock price for the period is used in determining
      the number of shares assumed to be purchased from the exercise of stock
      options or warrants. Diluted EPS excludes all dilutive potential shares if
      their effect is anti dilutive.

	 	 	 
		d) 	
      Comprehensive Income

	 	 	 
			
      SFAS No. 130, “Reporting Comprehensive Income,”
      establishes standards for the reporting and display of comprehensive
      income and its components in the financial statements.

	 	 	 
		e) 	
      Cash and Cash Equivalents

	 	 	 
			
      The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.



F-6 





	Triton Resources, Inc. 
	(An Exploration Stage Company) 
	Notes to the Financial Statements 
	October 31, 2005 



	2. 	
      Summary of Significant Accounting Policies
    (continued)

	 	 	 
		f) 	
      Mineral Property Costs

	 	 	 
			
      The Company has been in the exploration stage since its
      formation on May 18, 2004 and has not yet realized any revenues from its
      planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property acquisition and
      exploration costs are expensed as incurred. 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 develop
      such property are capitalized. Such costs will 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.

	 	 	 
		g) 	
      Financial Instruments

	 	 	 
			
      Financial instruments, which include cash, prepaid
      expenses, accounts payable and accrued liabilities, were estimated to
      approximate their carrying values due to the immediate or short-term
      maturity of these financial instruments. The Company’s operations are in
      Canada, which results in exposure to market risks from changes in foreign
      currency rates. The financial risk is the risk to the Company’s operations
      that arise from fluctuations in foreign exchange rates and the degree of
      volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.

	 	 	 
		h) 	
      Income Taxes

	 	 	 
			
      Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109 “Accounting for Income Taxes” as
      of its inception. Pursuant to SFAS No. 109 the Company is required to
      compute tax asset benefits for net operating losses carried forward.
      Potential benefit of net operating losses have not been recognized in
      these financial statements because the Company cannot be assured it is
      more likely than not it will utilize the net operating losses carried
      forward in future years.

	 	 	 
		i) 	
      Foreign Currency Translation

	 	 	 
			
      The Company’s functional currency is the Canadian dollar.
      The financial statements of the Company are translated to United States
      dollars under the current rate method in accordance with SFAS No. 52
      “Foreign Currency Translation”. Revenues and expenses are translated at
      the average exchange rate for the period. The cumulative translation
      adjustment is reported as a component of accumulated other comprehensive
      income. At October 31, 2005, the indirect exchange rate used was $0.85 and
      the average for the year ended October 31, 2005 was $0.82.

	 	 	 
		j) 	
      Recent Accounting Pronouncements

	 	 	 
			
      In May 2005, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A
      Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the
      requirements for the accounting for and reporting of a change in
      accounting principle and applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting
      pronouncement in the unusual instance that the pronouncement does not
      include specific transition provisions. SFAS 154 requires retrospective
      application to prior periods’ financial statements of changes in
      accounting principle, unless it is impracticable to determine either the
      period-specific effects or the cumulative effect of the change. The
      provisions of SFAS No. 154 are effective for accounting changes and
      correction of errors made in fiscal years beginning after December 15,
      2005. The adoption of this standard is not expected to have a material
      effect on the Company’s results of operations or financial
  position.

	 	 	 
			
      In December 2004, the FASB issued SFAS No. 153,
      “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”.
      The guidance in APB Opinion No. 29, “Accounting for Nonmonetary
      Transactions”, is based on the principle that exchanges of nonmonetary
      assets should be measured based on the fair value of the assets exchanged.
      The guidance in that Opinion, however, included certain exceptions to that
      principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception
      for nonmonetary exchanges of similar productive assets and replaces it
      with a general exception for exchanges of nonmonetary assets that do not
      have commercial substance. A nonmonetary exchange has commercial substance
      if the future cash flows of the entity are expected to change
      significantly as a result of the exchange. The provisions of SFAS No. 153
      are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. Early application is permitted and
      companies must apply the standard prospectively. The adoption of this
      standard is not expected to have a material effect on the Company’s
      results of operations or financial position.



F-7 





	Triton Resources, Inc. 
	(An Exploration Stage Company) 
	Notes to the Financial Statements 
	October 31, 2005 



	2. 	
      Summary of Significant Accounting Policies
    (continued)

	 	 	 
		j) 	
      Recent Accounting Pronouncements (continued)

	 	 	 
			
      In December 2004, the FASB issued Statement of Financial
      Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a
      revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”
      and its related implementation guidance. SFAS 123R establishes standards
      for the accounting for transactions in which an entity exchanges its
      equity instruments for goods or services. It also addresses transactions
      in which an entity incurs liabilities in exchange for goods or services
      that are based on the fair value of the entity’s equity instruments or
      that may be settled by the issuance of those equity instruments. SFAS 123R
      focuses primarily on accounting for transactions in which an entity
      obtains employee services in share -based payment transactions. SFAS 123R
      requires a public entity to measure the cost of employee services received
      in exchange for an award of equity instruments based on the grant-date
      fair value of the award (with limited exceptions). That cost will be
      recognized over the period during which an employee is required to provide
      service in exchange for the award – the requisite service period (usually
      the vesting period). SFAS 123R requires that the compensation cost
      relating to share -based payment transactions be recognized in financial
      statements. That cost will be measured based on the fair value of the
      equity or liability instruments issued. Public entities that file as small
      business issuers will be required to apply SFAS 123R in the first interim
      or annual reporting period that begins after December 15, 2005. The
      adoption of this standard is not expected to have a material effect on the
      Company’s results of operations or financial position.

	 	 	 
			
      In March 2005, the SEC staff issued Staff Accounting
      Bulletin No. 107 (“SAB 107”) to give guidance on the implementation of
      SFAS 123R. The Company will consider SAB 107 during implementation of SFAS
      123R.

	 	 	 
	3. 	
      Related Party Balances/Transactions

	 	 	 
		a) 	
      During the year ended October 31, 2005, the Company
      recognized a total of $6,000 (2004 - $2,750) for donated services at $500
      per month and $3,000 (2004 -$1,375) for donated rent at $250 per month
      provided by the President of the Company. During the year ended October
      31, 2004, the President of the Company also contributed organizational and
      legal costs of $650 on behalf of the Company.

	 	 	 
		b) 	
      During the year ended October 31, 2004, the President of
      the Company provided a cash advance of $82 for working capital purposes.
      The advance was unsecured, non-interest bearing and had no specific terms
      of repayment. During the year ended October 31, 2005, the Company repaid
      the $82 owing to the President of the Company.

	 	 	 
		c) 	
      During the year ended October 31, 2004, the Company
      entered into a trust agreement with the President of the Company. Refer to
      Note 4.

	 	 	 
	4. 	
      Mineral Properties

	 	 	 
		
      The Company entered into an Agreement dated July 5, 2004
      to acquire a 100% interest in the Gold Bottom Mining Claim located in the
      Atlin Mining Division, British Columbia, Canada, in consideration for
      $2,262. The claims are registered in the name of the President of the
      Company, who has executed a trust agreement whereby the President agreed
      to hold the claims in trust on behalf of the Company. In the Province of
      British Columbia, the recorded holder of a mineral claim is required to
      perform a minimum amount of exploration work on a claim of CND$100 per
      unit plus a CND$10 recording fee annually. The mineral claim is twenty
      units and the Company has agreed to make payments on behalf of the
      President which are anticipated to be CND$2,200 annually. On June 20,
      2005, the Company filed exploration and development work in the amount of
      CAD$2,000 plus an additional recording fee of CAD$200 with the Province of
      British Columbia. The claim is now in good standing until June 20,
      2006.



F-8 





	Triton Resources, Inc. 
	(An Exploration Stage Company) 
	Notes to the Financial Statements 
	October 31, 2005 



	5. 	
      Common Stock

	 	 
		
      On September 30, 2005, the Company increased the number
      of authorized shares of common stock from 75,000,000 shares to 975,000,000
      shares and correspondingly increased the number of issued and outstanding
      shares on a thirteen for one (13:1) basis. All share amounts have been
      retroactively adjusted for all periods presented.

	 	 
	6. 	
      Income Taxes

	 	 
		
      Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has net operating losses carried forward totalling $40,489 for tax
      purposes which expire starting in 2024. Pursuant to SFAS No. 109, the
      Company is required to compute tax asset benefits for net operating losses
      carried forward. Potential benefit of net operating losses have not been
      recognized in these financial statements because the Company cannot be
      assured it is more likely than not it will utilize the net operating
      losses carried forward in future years. For the periods ending October 31,
      2005 and 2004, the valuation allowance established against the deferred
      tax assets increased by $11,400 and 2,400, respectively.

	 	 
		
      The components of the net deferred tax asset at October
      31, 2005 and 2004, the statutory tax rate, the effective tax rate and the
      amount of the valuation allowance are indicated
below:





	  	2005 	2004 
	  	$ 	$ 
	Net Operating Loss 	40,489 	7,071 
	Statutory Tax Rate 	34% 	34% 
	Effective Tax Rate 	– 	– 
	Deferred Tax Asset 	13,800 	2,400 
	Valuation Allowance 	(13,800) 	(2,400) 
	Net Deferred Tax
      Asset 	–
	–
  




	7. 	
      Restatement

	 	 
		
      The Company has restated its financial statements as of
      and for the period ending October 31, 2004. The restatement reflected the
      change in the accounting for the functional currency of the Company from
      the US dollar to the Canadian dollar.

	 	 
		
      The effect of the restatement is as
  follows:



Balance Sheet: 

	 	  	October 31, 	  	October 31, 
	 	  	2004
    	Adjustment 	2004
    
	 	  	(As Originally 	  	  
	 	  	Reported) 	  	(Restated) 
	 	  	(audited) 	  	(audited) 
	 	Accumulated Other Comprehensive Income 	$ – 	$ 3,000 	$ 3,000 


Statement of Operations:


	 	  	From May 18, 2004 	  	From May 18, 2004 
	 	  	(Date of Inception) to 	  	(Date of Inception) to 
	 	  	October 31, 	  	October 31, 
	 	  	2004
    	Adjustment 	2004
    
	 	  	(As Originally 	  	  
	 	  	Reported) 	  	(Restated) 
	 	  	(audited) 	  	(audited) 
	 	Net Loss for the Period 	$ (8,846) 	$ (3,000) 	$ (11,846) 


F-9 




SCHEDULE "C" 

to that Share Purchase Agreement dated for reference as of the
31st day of March, 2006 

 

PURCHASER UNAUDITED FINANCIAL STATEMENTS 





	TRITON RESOURCES, INC. 
	 
	(An Exploration Stage Company) 
	 
	INTERIM FINANCIAL STATEMENTS 
	 
	January 31, 2006 
	 
	(Stated in US Dollars) 
	 
	(Unaudited) 







	TRITON RESOURCES, INC. 
	(An Exploration Stage Company) 
	INTERIM BALANCE SHEETS 
	January 31, 2006 and October 31, 2005 
	(Stated in US Dollars) 
	(Unaudited) 



	  	 	January 31, 	 	 	October 31, 	 
	ASSETS 	 	2006 	 	 	2005 	 
	  	 	  	 	 	  	 
	Current 	 	  	 	 	  	 
	       Cash 	$	 39,527 	 	$	 46,539 	 
	       Prepaid expenses 	 	11
	 	 	11
	 
	  	 	  	 	 	  	 
	Total Assets 	$	 39,538 	 	$	 46,550 	 
	  	 	  	 	 	  	 
	LIABILITIES 	 	  	 	 	  	 
	  	 	  	 	 	  	 
	Current 	 	  	 	 	  	 
	       Accounts
      payable and accrued liabilities 	$	 18,128 	 	$	 11,735 	 
	  	 	  	 	 	  	 
	STOCKHOLDERS’ EQUITY
    	 	  	 	 	  	 
	  	 	  	 	 	  	 
	Common stock 	 	  	 	 	  	 
	       Authorized: 	 	  	 	 	  	 
	           
       975,000,000 shares authorized - $0.001 par value 	 	  	 	 	  	 
	               70,200,000
      (2005: 70,200,000) shares outstanding: 	 	70,200 	 	 	70,200 	 
	Additional paid- in capital 	 	18,825 	 	 	16,575 	 
	Accumulated other comprehensive income 	 	2,317 	 	 	2,304 	 
	Deficit accumulated during the exploration
      stage 	 	(69,932	) 	 	(54,264	) 
	  	 	  	 	 	  	 
	Total Stockholders’ Equity 	 	21,410 	 	 	34,815 	 
	  	 	  	 	 	  	 
	Total Liabilities and Stockholders’
      Equity 	$	 39,538 	 	$	 46,550 	 


SEE ACCOMPANYING NOTES 





	TRITON RESOURCES, INC. 
	(An Exploration Stage Company) 
	INTERIM STATEMENTS OF OPERATIONS 
	for the three months ended January 31, 2006 and 2005 and
    
	for the period May 18, 2004 (Date of Inception) to
      January 31, 2006 
	(Stated in US Dollars) 
	(Unaudited) 



	  	 	  	 	 	  	 	 	May 18, 2004 	 
	  	 	  	 	 	  	 	 	(Date of 	 
	  	 	Three months ended 	 	 	Inception) to 	 
	  	 	January 31, 	 	 	January 31, 	 
	  	 	2006 	 	 	2005 	 	 	2006 	 
	  	 	  	 	 	  	 	 	  	 
	Revenue 	$	 - 	 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 	 	  	 
	Expenses 	 	  	 	 	  	 	 	  	 
	     Accounting and audit 	 	4,378 	 	 	2,250 	 	 	20,278 	 
	     Bank charges 	 	51 	 	 	59 	 	 	247 	 
	     Consulting – Note 4 	 	1,500 	 	 	1,500 	 	 	10,250 	 
	     Legal fees 	 	7,435 	 	 	3,000 	 	 	20,055 	 
	     Mineral property costs – Note
      3 	 	- 	 	 	637 	 	 	4,646 	 
	     Office and miscellaneous
    	 	1,604 	 	 	- 	 	 	3,527 	 
	     Rent – Note 4 	 	750 	 	 	750 	 	 	5,125 	 
	     Transfer agent and
      filing fees 	 	(50	) 	 	470 	 	 	6,309 	 
	  	 	  	 	 	  	 	 	  	 
	Net loss for the period before other
      items 	 	(15,668	) 	 	(8,666	) 	 	(70,437	) 
	  	 	  	 	 	  	 	 	  	 
	Other items 	 	  	 	 	  	 	 	  	 
	     Interest income 	 	- 	 	 	185 	 	 	505 	 
	  	 	  	 	 	  	 	 	  	 
	Net loss for the period 	 	(15,668	) 	 	(8,481	) 	 	(69,932	) 
	  	 	  	 	 	  	 	 	  	 
	Other comprehensive income (loss) 	 	  	 	 	  	 	 	  	 
	     Foreign currency
      translation adjustment 	 	13 	 	 	(730	) 	 	2,317 	 
	  	 	  	 	 	  	 	 	  	 
	Comprehensive loss 	$	 (15,655	) 	$	 (9,211	) 	$	 (67,615	) 
	  	 	  	 	 	  	 	 	  	 
	Basic and diluted loss per share 	$	 (0.00	) 	$	 (0.00	) 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Weighted average number of shares outstanding
    	 	70,200,000 	 	 	70,200,000 	 	 	  	 


SEE ACCOMPANYING NOTES 





	TRITON RESOURCES, INC. 
	(An Exploration Stage Company) 
	INTERIM STATEMENTS OF CASH FLOWS 
	for the three months ended January 31, 2006 and 2005 and
    
	for the period May 18, 2004 (Date of Inception to January
      31, 2006) 
	(Stated in US Dollars) 
	(Unaudited) 



	  	 	  	 	 	  	 	 	May 18, 2004 	 
	  	 	  	 	 	  	 	 	(Date of 	 
	  	 	Three months ended 	 	 	Inception) to 	 
	  	 	January 31, 	 	 	January 31, 	 
	  	 	2006 	 	 	2005 	 	 	2006 	 
	  	 	  	 	 	  	 	 	  	 
	Operating Activities 	 	  	 	 	  	 	 	  	 
	     Net loss for the
      period 	$	 (15,668	) 	$	 (8,481	) 	$	 (69,932	) 
	     Items not affecting cash 	 	  	 	 	  	 	 	  	 
	           Consulting
      fees 	 	1,500 	 	 	1,500 	 	 	10,250 	 
	           Rent 	 	750 	 	 	750 	 	 	5,125 	 
	           Legal
      fees 	 	- 	 	 	- 	 	 	650 	 
	     Change in non-cash working capital
      items: 	 	  	 	 	  	 	 	  	 
	           Prepaid
      expenses 	 	- 	 	 	(11	) 	 	(11	) 
	           Accounts payable
      and accrued liabilities 	 	6,393
    	 	 	(2,000	) 	 	18,128
    	 
	  	 	  	 	 	  	 	 	  	 
	Net cash used in operating activities 	 	(7,025	) 	 	(8,242	) 	 	(35,790	) 
	  	 	  	 	 	  	 	 	  	 
	Financing Activities 	 	  	 	 	  	 	 	  	 
	     Advances from (repayments
      to) related party 	 	- 	 	 	(82	) 	 	- 	 
	     Proceeds from issuance of common
      stock 	 	- 	 	 	- 	 	 	73,000
    	 
	  	 	  	 	 	  	 	 	  	 
	Net cash provided by (used in) financing 	 	  	 	 	  	 	 	  	 
	Activities 	 	- 	 	 	(82	) 	 	73,000 	 
	  	 	  	 	 	  	 	 	  	 
	Effect of exchange rate changes on cash
    	 	13 	 	 	(730	) 	 	2,317 	 
	  	 	  	 	 	  	 	 	  	 
	Increase (decrease) in cash 	 	(7,012	) 	 	(9,054	) 	 	39,527 	 
	  	 	  	 	 	  	 	 	  	 
	Cash, beginning of the period 	 	46,539 	 	 	73,261 	 	 	- 	 
	  	 	  	 	 	  	 	 	  	 
	Cash, end of the period 	$	 39,527 	 	$	 64,207 	 	$	 39,527 	 


SEE ACCOMPANYING NOTES 





	TRITON RESOURCES, INC. 
	(An Exploration Stage Company) 
	INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY 
	for the period May 18, 2004 (Date of Inception) to
      January 31, 2006 
	(Stated in US Dollars) 
	(Unaudited) 



	  	 	  	 	 	  	 	 	  	 	 	  	 	 	Deficit 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	Accumulated 	 	 	Accumulated 	 	 	  	 
	  	 	  	 	 	  	 	 	Additional 	 	 	Other 	 	 	During the 	 	 	  	 
	  	 	*Common Shares 	 	 	Paid-in 	 	 	Comprehensive 	 	 	Exploration 	 	 	  	 
	  	 	Number 	 	 	Par Value 	 	 	Capital 	 	 	Income 	 	 	Stage 	 	 	Total 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, May 18, 2004 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	(Date of Inception) 	 	- 	 	$	 - 	 	$	 - 	 	$	 - 	 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	shares for cash 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	           
                           -at
      $0.00008 	 	39,000,000 	 	 	39,000 	 	 	(36,000	) 	 	- 	 	 	- 	 	 	3,000 	 
	               
                       - at $0.0008
    	 	16,250,000 	 	 	16,250 	 	 	(3,750	) 	 	- 	 	 	- 	 	 	12,500 	 
	           
                           -
      at $0.004 	 	14,950,000 	 	 	14,950 	 	 	42,550 	 	 	- 	 	 	- 	 	 	57,500 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Foreign currency 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	translation adjustment 	 	- 	 	 	- 	 	 	- 	 	 	3,000 	 	 	- 	 	 	3,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Donated services and 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	expenses 	 	- 	 	 	- 	 	 	4,775 	 	 	- 	 	 	- 	 	 	4,775 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss for the period 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	(11,846	) 	 	(11,846	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, October 31, 2004 	 	70,200,00 	 	 	70,200 	 	 	7,575 	 	 	3,000 	 	 	(11,846	) 	 	68,929 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Foreign currency 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	translation adjustment 	 	- 	 	 	- 	 	 	- 	 	 	(696	) 	 	- 	 	 	(696	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Donated services and 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	expenses 	 	- 	 	 	- 	 	 	9,000 	 	 	- 	 	 	- 	 	 	9,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss for the period 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	(42,418	) 	 	(42,418	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, October 31, 2005 	 	70,200,000 	 	 	70,200 	 	 	16,575 	 	 	2,304 	 	 	(54,264	) 	 	34,815 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Foreign currency 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	translation adjustment 	 	- 	 	 	- 	 	 	- 	 	 	13 	 	 	- 	 	 	13 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Donated services and 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	expenses 	 	- 	 	 	- 	 	 	2,250 	 	 	- 	 	 	- 	 	 	2,250 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss for the period 	 	- 	 	 	- 	 	 	- 	 	 	- 	 	 	(15,668	) 	 	(15,668	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, January 31, 2006 	 	70,200,000 	 	$	 70,200 	 	$	 18,825 	 	$	 2,317 	 	$	 (69,932	) 	$	 21,410 	 


* On September 16, 2005, the Company’s shares were
forward split on a 13 new for 1 old basis. The number of shares issued, par
value and additional paid-in capital prior to this date have been restated to
reflect this forward split. 

SEE ACCOMPANYING NOTES 





	TRITON RESOURCES, INC. 
	(An Exploration Stage Company) 
	INTERIM NOTES TO THE FINANCIAL STATEMENTS 
	January 31, 2006 
	(Stated in US Dollars) 
	(Unaudited) 



	Note 1 	Interim Reporting 
	  	  
		While information presented in the
      accompanying interim financial statements is unaudited, it includes all
      adjustments, which are, in the opinion of management, necessary to present
      fairly the financial position, results of operations and cash flows for
      the interim period presented. All adjustments are of a normal recurring
      nature. It is suggested that these interim financial statements be read in
      conjunction with the Company’s October 31, 2005 audited financial
      statements. Operating results from the period ended January 31, 2006 are
      not necessarily indicative of the results that can be expected for the
      year ending October 31, 2006. 







	  	  
	Note 2 	Continuance of Operations 
	  	  
		These financial statements have been
      prepared in accordance with generally accepted accounting principles
      applicable to a going concern, which assumes that the Company will be able
      to meet its obligations and continue its operations for the next twelve
      months. Realization values may be substantially different from carrying
      values as shown and these financial statements do not give effect to
      adjustments that would be necessary to the carrying values and
      classification of assets and liabilities should the Company be unable to
      continue as a going concern. At January 31, 2006, the Company had not yet
      achieved profitable operations, has accumulated losses of $69,932 since
      its inception and expects to incur further losses in the development of
      its business, all of which casts substantial doubt about the Company’s
      ability to continue as a going concern. The Company’s ability to continue
      as a going concern is dependent upon its ability to generate future
      profitable operations and/or to obtain the necessary financing to meet its
      obligations and repay its liabilities arising from normal business
      operations when they come due. Management has no formal plan in place to
      address this concern but considers that the Company will be able to obtain
      additional funds by equity financing and/or related party advances,
      however there is no assurance of additional funding being available.
















	  	  
	Note 3 	Mineral Property 
	  	  
	  	Gold Bottom Mining Claim 
	  	  
		By a mineral property staking and
      sales agreement dated July 5, 2004, the Company acquired a 100% undivided
      right, title and interest in and to the Gold Bottom Mining Claim located
      in the Atlin Mining Division in the province of British Columbia, Canada
      by the payment of $2,262 (CDN$ 3,000). 










	Triton Resources, Inc. 
	(An Exploration Stage Company) 
	Interim Notes to the Financial Statements 
	January 31, 2006 
	(Stated in US Dollars) 
	(Unaudited) – Page 2 



	Note 4 	Related Party Transactions 
	  	 
		During the three months ended January
      31, 2006 and 2005, a director of the Company contributed the following:
    




	 	  	 	  	 	 	  	 	 	May 18, 2004 	 
	 	  	 	Three months 	 	 	(Date of 	 
	 	  	 	Ended 	 	 	Inception) to 	 
	 	  	 	January 31, 	 	 	January 31, 	 
	 	  	 	2006 	 	 	2005 	 	 	2006 	 
	 	  	 	  	 	 	  	 	 	  	 
	 	Consulting fees 	$	 1,500 	 	$	 1,500 	 	$	 10,250 	 
	 	Legal fees 	 	- 	 	 	- 	 	 	650 	 
	 	Rent 	 	750 	 	 	750 	 	 	5,125 	 
	 	  	 	  	 	 	  	 	 	  	 
	 	  	$	 2,250 	 	$	 2,250 	 	$	 16,025 	 



		These contributions were measured by
      the exchange amount, which is the amount agreed upon by the transacting
      parties. 

	  	  
	Note 5 	Comparative Figures 
	  	  
		Certain of the comparative figures
      for the three months ended January 31, 2005 and for the period May 18,
      2004 (Date of Inception) to January 31, 2006 have been reclassified to
      conform with the current year’s presentation. 









	SCHEDULE "D” 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  



	EMPLOYMENT, SERVICE & PENSION AGREEMENTS OF THE
      COMPANY 
	 
	None. 







	SCHEDULE "E" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  



	REAL PROPERTY & LEASES OF THE COMPANY 
	 
	None. 







	SCHEDULE "F" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  



	ENCUMBRANCES ON THE COMPANY'S ASSETS 
	 
	None. 







	SCHEDULE "G" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  



	COMPANY LITIGATION 
	 
	None. 







	SCHEDULE "H" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  



	PURCHASER LITIGATION 
	 
	None. 







	SCHEDULE "I" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  


PATENTS OF THE COMPANY 

	Patent Application for Flying Device more particularly
      described in applications set out below: 
	  
	European Patent Application # 
	03748086.0-2318 
	  
	International Patent Application 
	PCT/EP2003/010659 
	  
	United Arab Emirates Patent Application 
	No. 156/2005 
	  
	China Patent Application 
	No. 03823060.7 
	  
	Japan Patent Application 
	No. 2004-540701 
	  
	Russia Patent Application 
	No. 2005112724 
	  
	United States Patent Application 
	No. 10/525,886 







	SCHEDULE "J" 
	  
	to that Share Purchase Agreement 
	dated for reference as of the 31st day of March, 2006
  


AGREEMENT AND DEED OF TRANSFER 




AGREEMENT AND DEED OF TRANSFER 

THIS AGREEMENT AND DEED OF TRANSFER is dated for
reference as of the day of , 2006. 

BETWEEN: 

INVENTA HOLDING GMBH, a
company duly formed under the laws of Germany, with its principal office at
Friedrich-List-Allee 10, 41488 Wegberg-Wildenrath, Germany 

(hereinafter called the "Transferor")


OF THE FIRST PART 

AND: 

TRITON RESOURCES, INC., a
corporation duly formed under the laws of Nevada with its principal office at
7363 – 146A Street, Surrey, BC, Canada V3S 8Y8. 

(hereinafter called the "Transferee")


OF THE SECOND PART 

THIS DOCUMENT WITNESSES THAT for value received, the
receipt and sufficiency of which is hereby acknowledged, the Transferor DOES
HEREBY assign to the Transferee all of the Transferor’s shares, rights and
interests in Skyflyer Technology GmbH, a limited liability company duly formed
under the laws of the Federal republic Germany, registered in the commercial
register of the Magistrate Court (Amtsgericht) Mönchengladbach under commercial
registration No. HRB 11257, being a 100% ownership interest, free and clear of
all liens, charges and encumbrances, and Transferee DOES HEREBY accept
such assignment. 

	1. 	
      The Transferor hereby represents to the Transferee that
      the Transferor has all necessary authority to execute this Agreement and
      Deed of Transfer.

	 	 
	2. 	
      The Transferee hereby represents to the Transferor that
      the Transferee has all necessary authority to execute this Agreement and
      Deed of Transfer.

	 	 
	3. 	
      The Transferee and the Transferor agree to enter into any
      other documents and take such further actions as shall be necessary to
      give effect to this Agreement and Deed of Transfer.

	 	 
	4. 	
      Notwithstanding execution of this document and the
      transfer of the ownership of Skyflyer Technology GmbH, the representations
      of the Transferee and the Transferor made in the agreement among the
      Transferee, the Transferor, Skyflyer Technology GmbH, and Perry Augustson
      dated for reference as of the 25th day of March, 2006, shall
      survive this transfer of interest and remain in force and
effect.

	 	 
	5. 	
      This Agreement may be executed in one or more
      counter-parts, each of which so executed shall constitute an original and
      all of which together shall constitute one and the same
  agreement.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	INVENTA HOLDING GMBH 	 	TRITON RESOURCES, INC. 
	 	 
	Per: 		 	 	  
	 	Deiter Wagels, Managing Director 	 	Per: 	
	 	 	 	 	 
	 	 	 	 	 
	 	Manfred Sappok, Managing Director