U.S. SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



| | S | ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
| | - | -------------------------------------------------------------------

ACT OF 1934: FOR
THE FISCAL YEAR ENDED MAY 31, 2013



ZINCO DO BRASIL, INC.

(formerly TurkPower Corporation)

(Exact name of registrant as specified in
its charter)



|Delaware                                       |  | 26-2524571              
|---------------------------------------------- |  | ------------------------
|(State or other jurisdiction of incorporation) |  | (IRS employer ID Number)



100 Park Avenue Suite 1600

New York, New York 10017

(212) 984-0628

(Address and Telephone
Number including area code

of registrant’s principal executive
offices):



Securities registered pursuant to Section
12(b) of the Act: None



Securities registered pursuant to Section
12(g) of the Act: Common Stock, $0.0001 par value per share



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



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



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



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes  ̈ No x



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



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

12b-2 of the Exchange Act:



|Large Accelerated Filer  ̈ | Accelerated Filer  ̈ | Non-Accelerated Filer  ̈ | Smaller Reporting Company x
|------------------------- | ------------------- | ----------------------- | ---------------------------



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈
No x



The aggregate market value of the
voting stock held on November 30, 2012 by non-affiliates of the registrant was $29,504,074 based on the closing price of
$1.49 per share as reported on the OTC Bulletin Board on November 30, 2012 the last business day of the registrant's most
recently completed fiscal second quarter (calculated by excluding all shares held by executive officers, directors and
holders known to the registrant of five percent or more of the voting power of the registrant's common stock, without
conceding that such persons are "affiliates" of the registrant for purposes of the federal securities laws).



As of September 13, 2013, there were 23,563,850
shares of common stock of the registrant issued and outstanding.
























TABLE OF CONTENTS



|               |  |                                                                                                               |  | Page
|-------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|PART I         |  |                                                                                                              
|               |  |                                                                                                               | 
|Item 1.        |  | Description of Business                                                                                       |  | 1   
|Item 1A.       |  | Risk Factors                                                                                                  |  | 2   
|Item 2.        |  | Properties                                                                                                    |  | 7   
|Item 3.        |  | Legal Proceedings                                                                                             |  | 7   
|Item 4.        |  | Mine Safety Disclosures                                                                                       |  | 7   
|               |  |                                                                                                              
|PART II        |  |                                                                                                              
|               |  |                                                                                                               | 
|Item 5.        |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases  of Equity Securities |  | 7   
|Item 6.        |  | Selected Financial Data                                                                                       |  | 12  
|Item 7.        |  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                          |  | 12  
|Item 7A.       |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 16  
|Item 8.        |  | Financial Statements and Supplementary Data                                                                   |  | 16  
|Item 9.        |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  | 16  
|Item 9A(T).    |  | Controls and Procedures                                                                                       |  | 16  
|Item9B.        |  | Other Information                                                                                             |  | 17  
|               |  |                                                                                                              
|PART III       |  |                                                                                                              
|               |  |                                                                                                               | 
|Item 10.       |  | Directors, Executive Officers, Promoters and Corporate Governance                                             |  | 17  
|Item 11.       |  | Executive Compensation                                                                                        |  | 20  
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                |  | 23  
|Item 13.       |  | Certain Relationships and Related Transactions, and Director Independence                                     |  | 24  
|Item 14.       |  | Principal Accountant Fees and Services                                                                        |  | 24  
|               |  |                                                                                                               |  |     
|PART IV        |  |                                                                                                               |  |     
|               |  |                                                                                                               |  |     
|Item 15.       |  | Exhibits, Financial Statement Schedules                                                                       |  | 24  
|               |  |                                                                                                               |  |     
|Signatures     |  |                                                                                                               |  | 26  
|Certifications |  |                                                                                                               |  |     











PART I



ITEM 1. DESCRIPTION OF BUSINESS



Special Cautionary Notice Regarding Forward-Looking Statements



This Report contains statements that constitute
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities
Act”) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Various matters discussed in
this document and in documents incorporated by reference herein, including matters discussed under the caption “Plan of Operation,”
may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on
many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of Zinco Do Brasil, Inc. (the “Company”
or “Zinco”) to be materially different from future results, performance or achievements expressed or implied by such
forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking
statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements
due to a variety of factors, including, without limitation:



Overview



References in this Report to "Zinco," "we,"
"our," "us,” "Registrant,” and the "Company" refer to Zinco Do Brasil, Inc.



Organizational History



Zinco Do Brasil, Inc. (formerly TurkPower
Corporation) was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the
purpose of forming a vehicle to pursue a business combination. On May 11, 2010, an amendment was filed with the Secretary of State
of Delaware to change the name of the Company to TurkPower Corporation. On September 28, 2012, an amendment was filed with and
approved by the Secretary of State of Delaware to (i) change the name of the Company to Zinco do Brasil, Inc., (ii) effect a reverse
split on a 1:15 basis and (iii) increase the number of the Company’s authorized shares of capital stock from 310,000,000
shares to 810,000,000 of which 800,000,000 shares are common stock with a par value $0.0001 per share and 10,000,000 shares are
preferred stock with a par value $0.0001 per share. The amended Articles of Incorporation were approved
by the State of Delaware effective September 28, 2012.



Business of the Company



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



The Company issued 3,466,667 of the OBH
Shares to OBH and the IMS Shares to IMS. The balance of the respective shares will be issued to OBH at the Closing pursuant to
a Final Transaction Agreement (“Transaction Agreement”) to be executed by the parties upon the formation of ZBM. The
Transaction Agreement will contain customary terms, conditions, and covenants for a transaction of this nature.



1







In connection with the Transaction, the
Company will convert an aggregate of approximately $5,000,000 of outstanding debt into approximately 3,333,333 shares of the Company’s
Common Stock. In addition, following the closing of the proposed transaction, the Company shall consummate a private placement
offering of $300,000 secured convertible notes and, within six months of closing the proposed transaction, the Company must: (i)
raise up to $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine; and
(ii) raise $17,000,000 on or before the anniversary of the closing for working capital and general corporate purposes (collectively,
the “Financing Conditions”). If the Financing Conditions are not met, IMS shall have the right of rescission provided
that IMS has not converted any of its IMS Shares into Common Stock.



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



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



Further, on or before the second anniversary
of the closing, the Company shall divest itself of all current assets and operations in Turkey (the “Turkish Operations”)
in exchange of the assumption of any liabilities associated with the Turkish Operations.



As of the date of this filing, ZBM has
not been formed and the transaction has not been completed. The fair value of OBH shares and IMS shares of $200,600 has been recorded
as a deposit on the acquisition.



On February 13, 2013, Zinco, OBH and IMS
entered into a modification of the Agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000
or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine until June 14, 2013.



On June 14, 2013, the Registrant, OBH and
IMS entered into a modification of the Binding Agreement dated August 14, 2012, as amended on February 13, 2013, to extend the
date by which the Registrant is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete
the acquisition of the zinc mine, until September 14, 2013.



The extension was granted, in part, as
a result of the substantial, partial performance made by the Registrant in its efforts to complete the acquisition, including the
delivery of 5,921,620 shares of common stock and 1,074,999 shares of Series C Preferred Stock, as well as the conversion of an
aggregate of $4,286,832.05 of liabilities into shares of common stock at $1.50 per share. The Registrant continues to devote all
its efforts and operations toward the preparation of engaging in mining operations upon consummation of the transaction. The Registrant
owns a minority interest in the Kuluncak mine, an iron ore mine in Turkey formerly owned by Exxaro and is currently in the process
of evaluating its options and defining its strategy regarding its asset in Turkey.



Employees



Zinco has 6 full-time employees.



ITEM 1A - RISK FACTORS



Risks Related to Our Business



IF WE DO NOT OBTAIN ADDITIONAL FINANCING,
OUR BUSINESS WILL FAIL.



We need to obtain additional financing
in order to complete our business plan. We are not currently generating operating cash flows. We do not have any arrangements for
financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number
of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing,
amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.





2







FLUCTUATIONS IN OUR OPERATING RESULTS
AND ANNOUNCEMENTS AND DEVELOPMENTS CONCERNING OUR BUSINESS AFFECT OUR STOCK PRICE.



Our quarterly operating results, the number
of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution
of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of
our common stock to fluctuate substantially.



THE SUCCESS OF OUR BUSINESSES WILL DEPEND
ON OUR ABILITY TO EFFECTIVELY DEVELOP AND IMPLEMENT STRATEGIC BUSINESS INITIATIVES.



We are currently developing various strategic
business initiatives and we will incur additional expenses and capital expenditures to implement the initiatives. The development
and implementation of these initiatives also requires management to divert a portion of its time from day-to-day operations. These
expenses and diversions could have a significant impact on our operations and profitability, particularly if the initiatives included
in any new initiative proves to be unsuccessful. Moreover, if we are unable to implement an initiative in a timely manner, or if
those initiatives turn out to be ineffective or are executed improperly, our business and operating results would be adversely
affected.



IF WE ARE UNABLE TO MAKE NECESSARY CAPITAL
INVESTMENTS OR RESPOND TO PRICING PRESSURES, OUR BUSINESS MAY BE HARMED.



In order to remain competitive, we need
to invest in research and development, manufacturing, customer service and support, and marketing. From time to time we also have
to adjust the prices of our products to remain competitive. We may not have available sufficient financial or other resources to
continue to make investments necessary to maintain our competitive position.



OUR BUSINESS DEPENDS SUBSTANTIALLY ON
THE CONTINUING EFFORTS OF OUR EXECUTIVE OFFICERS AND OUR ABILITY TO MAINTAIN A SKILLED LABOR FORCE, AND OUR BUSINESS MAY BE SEVERELY
DISRUPTED IF WE LOSE THEIR SERVICES.



Our future success depends substantially
on the continued services of our executive officers, especially Mr. Ryan Hart, our Chairman and Chief Executive Officer. We do
not maintain key man life insurance on any of our executive officers. If one or more of our executive officers are unable or unwilling
to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely
disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins
a competitor or forms a competing company, we may lose some of our customers.



IF WE ARE UNABLE TO ATTRACT, TRAIN AND
RETAIN TECHNICAL AND FINANCIAL PERSONNEL, OUR BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED.



Our future success depends, to a significant
extent, on our ability to attract, train and retain technical and financial personnel. Recruiting and retaining capable personnel,
particularly those with expertise in our chosen industries, are vital to our success. There is substantial competition for qualified
technical and financial personnel, and there can be no assurance that we will be able to attract or retain our technical and financial
personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.



OUR DIRECTORS, OFFICERS AND PRINCIPAL
STOCKHOLDERS AND THEIR RESPECTIVE AFFILIATES HAVE SIGNIFICANT CONTROL OVER US.



Our directors, executive officers and holders
of more than 5% of our common stock, together with their affiliates, beneficially own, in the aggregate over 70% of our outstanding
common stock. As a result, these stockholders, acting together, may be able to exercise significant influence over the management
of our company; impede a merger, consolidation, takeover or other business consolidation, or discourage a potential acquirer from
making a tender offer for our common stock; and control matters submitted to stockholders for approval, including:



3







| | • | amendment of our certificate of incorporation and by-laws;                                                                           
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| | • | election of our board of directors;                                                                                                  
| | • | removal of any directors; and                                                                                                        
| | • | adoption of measures that could delay or prevent a change of control or impede a merger, business combination or similar transaction.



WE MAY BE SUBJECT TO FURTHER GOVERNMENT
REGULATION WHICH WOULD ADVERSELY AFFECT ITS OPERATIONS.



Although we will be subject to the reporting
requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the business of investing or trading
in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities,
we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the
U.S. Securities and Exchange Commission ("SEC") as to our status under the Investment Company Act and, consequently,
violation of the Investment Company Act could subject us to material adverse consequences. In addition, we currently produce no
products or services, therefore, we are not presently subject to any governmental regulation in this regard. However, in the event
that we engage in a merger or acquisition transaction with an entity that engages in such activities, we will become subject to
all governmental approval requirements to which the merged or acquired entity is subject.



WE HAVE HAD LOSSES SINCE OUR INCEPTION.
WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE.



We have incurred operating losses of $8,179,193
during the year ended May 31, 2013. We expect to continue to incur significant operating expenses as we maintain our consulting
and services. Our operating expenses have been and are expected to continue to outpace revenues and result in significant losses
in the near term. We may never be able to reduce these losses, which will require us to seek additional debt or equity financing.
If such financing is available, of which there can be no assurance, you may experience significant additional dilution.



WE HAVE A LIMITED OPERATING HISTORY.
THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN GROWING OUR MINERAL EXPLORATION ACTIVITIES.



We have a limited history of operations.
As a result, there can be no assurance that we will be successful in our consulting and service operations for wind, hydro, solar,
coal and geothermal energy parks in Turkey, and acquisition of operational mines with proven reserves. Our success to date in entering
into ventures to acquire mineral properties is not indicative that we will be successful in entering into any further ventures.
Any potential for future growth in our mineral exploration activities will place additional demands on our executive officers,
and any increased scope of our operations will present challenges due to our current limited management resources. Our future performance
will depend upon our management and their ability to locate and negotiate additional exploration opportunities in which we are
solely involved or participate in as a joint venture partner. There can be no assurance that we will be successful in our efforts.
Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management
systems, could have a material adverse effect on our results of operations. There can be no assurance that our operations will
be profitable.



4







WE MAY NOT BE ABLE TO SUCCESSFULLY ACQUIRE OR PROFITABLY
OPERATE THE MINING COMPANY.



On August 14, 2012, we entered into an
agreement to purchase 99.9% of the shares of Zinco do Brasil Mineracao Ltda. (“Zinco”), a company to be formed under
the laws of Brazil (“ZBM”), which will be owned by Ouro do Brasil Holdings Ltd. and IMS Engenharia Mineral Ltda. Our
acquisition of the shares is contingent upon our payment of the purchase price by certain specified dates. If, for some reason,
we are unable to raise the funds to pay the purchase price, we will not be able to acquire the shares. We have expended significant
resources and management effort in the negotiation and entry into the purchase agreement and our inability to consummate the acquisition
may have a material adverse effect on our business. In addition, even if we successfully acquire the shares, there is no guarantee
that the Zinco will produce positive results or that we will be able to successfully integrate Zinco, which could result in substantial
costs and delays or other operational, technical or financial problems. If any of these events occur, it would have a material
adverse effect upon our operations and results from operations.



YOU MAY SUFFER SIGNIFICANT DILUTION
IF WE RAISE ADDITIONAL CAPITAL.



If we need to raise additional capital
to expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities. If we issue
equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current
stockholders would be diluted, and any equity securities we may issue may have rights, preferences or privileges senior or more
advantageous to our common stockholders.



Risks related to Our Common Stock



THE SHARES OF COMMON STOCK ELIGIBLE
FOR FUTURE SALE COULD NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.



As of May 31, 2013, the Company had a total
of 23,563,850 shares of Common Stock issued and outstanding. If the Company's stockholders sell substantial amounts of the Company's
common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price
of its common stock could fall. These sales also may make it more difficult for the Company to sell equity or equity-related securities
in the future at a time and price that the Company deems reasonable or appropriate. Stockholders who have been issued shares in
the Acquisition will be able to sell their shares pursuant to Rule 144 under the Securities Act of 1933, beginning one year after
the stockholders acquired their shares provided we have satisfied the conditions in Rule 144 relating to ceasing to be a shell
company, are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, have timely filed all Exchange Act
reports required to be filed during the preceding 12 months, and at least one year has elapsed from the time that we filed current
Form 10 information reflecting our status as an entity that is not a shell company.



OUR COMMON STOCK MAY BE DEEMED TO BE
A PENNY STOCK AND, AS SUCH, WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH “PENNY STOCKS”. REGULATIONS RELATING TO “PENNY
STOCKS” LIMIT THE ABILITY OF OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY HAVE TO HOLD THEIR
SHARES INDEFINITELY.



Our Common Stock is currently subject to
the "penny stock" rules adopted under section 15(h) of the Securities Exchange Act of 1934. The penny stock rules apply,
for the purposes relevant to us, to companies whose Common Stock is not listed on a national securities exchange and trades at
less than $4.00 per share. These rules generally require, among other things, that brokers who trade penny stock to potential investors
complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have
decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers
willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant
period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock
rules, investors will find it more difficult to dispose of our securities.



FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE
INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
AND OPERATING RESULTS AND STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING.



Effective internal controls are necessary
for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, our operating results could be harmed. We may be required in the future to document and test our internal control
procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over
financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a
report by our independent certified public accounting firm addressing these assessments. Failure to achieve and maintain an effective
internal control environment, regardless of whether we are required to maintain such controls could also cause investors to lose
confidence in our reported financial information, which could have a material adverse effect on our stock price.



5







SHARES ELIGIBLE FOR FUTURE SALE, IF
AT ALL, MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUR RESTRICTED
STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.



From time to time, certain of our stockholders
may be eligible, if at all, to sell all or some of their shares of common stock by means of ordinary brokerage transactions in
the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations.
In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) that was our affiliate who has satisfied
a six-month holding period may, under certain circumstances, sell within any three-month period a number of securities which does
not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during
the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without
any volume limitations, by a non-affiliate of our company that has satisfied a six-month holding period. Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company unless we meet certain conditions. Any substantial sale of common stock pursuant
to Rule 144 or pursuant to any resale prospectus may have an adverse effect on the market price of our securities.



WE HAVE NEVER PAID DIVIDENDS ON OUR
COMMON STOCK AND WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR STOCK.



We have never paid dividends on our common
stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment
of dividends will be re-invested into the Company to further its business strategy. If we do not pay dividends, its stock may be
less valuable because a return on your investment will only occur if our stock price appreciates.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



6







ITEM 2 - PROPERTIES



We do not own any properties. We lease
office space for our executive offices. We also utilize the office space and equipment of our Chief Executive Officer at no cost.
Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real
estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.



ITEM 3 - LEGAL PROCEEDINGS



On December 26, 2011, the Company commenced
a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in
the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement
and seeking to cancel the 2,666,667 shares of Common Stock and 226,667 warrants issued to the defendants in connection with the
Mine Purchase Agreement. The Company is also seeking damages of $6,000,000 from the defendants for breach of contract.



On October 2, 2012, the Company was served
with a Summons and Notice of Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation,
Index No. 653415/2012, Supreme Court, New York County. The Company has opposed the Plaintiff’s motion and asserted a number
of defenses including fraud and the forgery of the signatures of certain of the Company’s officers. At a hearing on May 8,
2013, the court granted the Plaintiff’s Motion for Summary Judgment in lieu of complaint for repayment of €450,000.
A judgment has not yet been entered in this matter.



Except as disclosed herein, we are not
aware of any material, existing or pending legal proceedings nor are we involved as a plaintiff in any material proceeding or pending
litigation.



ITEM 4 – MINE SAFETY DISCLOSURES



Not applicable.



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



Market Information



Our common stock is listed for quotation
on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “ZNBR.”



The following table sets forth the high
and low closing bid prices for our common stock for the fiscal quarters indicated as reported on the OTCBB. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our Common Stock
is thinly traded and, thus, pricing of our common stock on the OTCBB does not necessarily represent its fair market value.



7







|                                                       |  | High |      |  | Low |  
|------------------------------------------------------ |  | ---- | ---- |  | --- | -
|                                                       |  |      |      |  |     |  
|Fiscal Year 2012 (June 1, 2012 – May 31, 2013)         |  |      |      |  |     |  
|First quarter (June 1, 2012 – August 31, 2012)         |  | $    | 0.18 |  |     | $
|Second quarter (September 1, 2012 – November 30, 2012) |  | $    | 0.11 |  |     | $
|Third quarter (December 1, 2012 – February 28, 2013)   |  | $    | 3.00 |  |     | $
|Fourth quarter (March 1, 2013 – May 31, 2013)          |  | $    | 2.14 |  |     | $
|                                                       |  |      |      |  |     |  
|Fiscal Year 2011  June 1, 2011 – May 31, 2012)         |  |      |      |  |     |  
|First quarter (June 1, 2011 – August 31, 2011)         |  | $    | 0.43 |  |     | $
|Second quarter (September 1, 2011 – November 30, 2011) |  | $    | 0.30 |  |     | $
|Third quarter (December 1, 2011 – February 28, 2012)   |  | $    | 0.21 |  |     | $
|Fourth quarter (March 1, 2012 – May 31, 2012)          |  | $    | 0.23 |  |     | $



Number of Shareholders



As of May 31, 2013, a total of
23,563,850 shares of the Company’s common stock were outstanding and held by approximately 87 shareholders of record of
our common stock. This figure does not reflect the persons or entities that hold their stock in nominee or street name
through various brokerage firms. Of this amount, approximately 2,400,000 shares are unrestricted. Approximately 19,500,000
shares are restricted securities held by non-affiliates, and the remaining 2,000,000 shares are restricted securities held by
affiliates. These shares may only be sold in accordance with Rule 144. As of May 31, 2013, there were 748,335 warrants
829,445 stock options to purchase the Company’s Common Stock outstanding.



Description of Securities



Common Stock



The Company's Amended and Restated Certificate
of Incorporation authorizes the issuance of 300,000,000 shares of common stock, $0.0001 par value per share.



Holders of Company’s common stock
are entitled to one vote per share on each matter submitted to vote at a meeting of Company’s stockholders. Holders of common
stock do not have cumulative voting rights. Stockholders do not have any preemptive rights or other similar rights to acquire additional
shares of Company’s common stock or other securities. Subject to preferences that may be applicable to any then-outstanding
preferred stock, holders of common stock are entitled to share in all dividends that the board of directors, in its discretion,
declares from legally available funds. In the event of liquidation, dissolution or winding up, subject to preferences that may
be applicable to any then-outstanding preferred stock, each outstanding share of common stock entitles its holder to participate
ratably in all remaining assets of the Company that are available for distribution to stockholders after providing for each class
of stock, if any, having preference over the common stock.



Holders of common stock have no conversion,
preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock.
The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and
if any preferred stock is authorized and issued.



Transfer Agent. Shares of Common Stock
are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney)
upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied
that such transfer will not result in a violation of any applicable federal or state security laws. The Company’s transfer
agent for its Common Stock is Island Stock Transfer

15500 Roosevelt Boulevard, Suite 301, Clearwater,
Florida 33760, Suite 301, (727) 289-0010)



8







Preferred Stock



The Company's Amended Articles of Incorporation
authorizes the issuance of 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.0001 per share, subject
to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of
preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences,
voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company's board of directors,
which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.



The Company has designated
1,000 of its preferred stock as Series A Convertible Preferred Stock with a par value of $.0001, 1,000 shares of its preferred
stock as Series B Convertible Preferred Stock with a par value of $0.0001 per share, 1,100,000 of its preferred stock as Series
C Convertible Preferred Stock with a par value of $0.001 per share and 1,200,000 of its preferred stock as Series D Convertible
Preferred with a par value of $0.001.



Series A Convertible Preferred Stock



1,000 shares of Series
A Convertible Preferred Stock, par value $0.0001 per share (“Series A”), of which no shares are outstanding. Holders
of Series A are entitled to receive dividends, ratably among holders, if and when declared by the board of directors for distribution
to holders of Common Stock. Each share of Series A is convertible into 260,000 shares of the Company’s Common Stock, subject
to adjustment. Holders of the Series A are entitled to 260,000 votes per share on all matters requiring shareholder vote.



Series B Perpetual Convertible Preferred
Stock



1,000 shares of Series
B Perpetual Convertible Preferred Stock, par value $0.0001 per share (“Series B”), of which no shares are outstanding.
Each share of Series B is convertible into 100,000,000 shares of the Company’s Common Stock, subject to adjustment. Holders
of the Series B are entitled to 100,000,000 votes per share on all matters requiring shareholder vote. Series B has a liquidation
preference of $25,000 per share.



Series C Convertible Preferred Stock



1,100,000 shares of
Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C”), of which 1,074,999 shares are outstanding.
The Series C does no accrue dividends. Each share of Series C is convertible into 100 shares of the Company’s Common Stock,
subject to adjustment. Holders of the Series C are entitled to 100 votes per share on all matters requiring shareholder vote. The
Series C participates pari passu with the Common Stock in liquidation.



Series D Convertible Preferred Stock



1,200,000 shares of
12% Series D Convertible Preferred Stock, par value $0.0001 per shares (“Series D”), of which 95,000 shares are outstanding.
Each share of Series D is entitled to receive cumulative annual dividends at the rate of 12.0% per annum on the stated value of
$15.00. Each share of Series D is convertible into 6.667 shares of the Company’s Common Stock, subject to adjustment. Holders
of the Series D are entitled to vote on an “as converted” basis together with the Common Stock on all matters requiring
shareholder vote.



Dividends



We have not paid any cash dividends to
date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management
to utilize all available funds for the development of our business.



Long-Term Incentive Plans Awards in
Last Fiscal Year



[See Item 11 for a description of recent
grants of stock and stock options to directors.]



9







Penny Stock Rules



The Securities and Exchange Commission
has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).



Our shares are considered penny stock under
the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us
will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.



The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document,
which:



| | · | Contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading.                                                                                                          
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended.
| | · | Contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price.                                                      
| | · | Contains a toll-free telephone number for inquiries on disciplinary actions.                                                                                                                                                                  
| | · | Defines significant terms in the disclosure document or in the conduct of trading penny stocks.                                                                                                                                               
| | · | Contains such other information
and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule
or regulation.                                                                



The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, to the customer:



| | · | The bid and offer quotations for the penny stock.                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | The compensation of the broker-dealer and its salesperson in the transaction.                                                                                 
| | · | The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock.
| | · | Monthly account statements showing the market value of each penny stock held in the customer's account.                                                       



In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated
copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in
the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty
selling their securities.



10









Recent Sales of Unregistered Securities



During the fiscal years ended May 31, 2013,
May 31, 2012, and 2011, the Company issued the following securities exempt from the registration requirements of the Securities
Act pursuant to Section 4(2) of the Securities Act. No underwriting or other compensation was paid in connection with these transactions:



From April 22 to May 3, 2013, the Company
converted an aggregate of $826,334 of existing convertible notes and accrued interest, held in favor of its investors, SDS Capital
Group, Fuse Capital LLC and Mrs. Jane Hsiao, into an aggregate of 550,890 shares of newly-issued Common Stock. The basis of the
conversion price was $1.50 per each share of Common Stock the notes were converted into.



On April 18, 2013, the Company accepted
subscriptions in the aggregate of $1,000,000 from existing institutional investors and Edward Dowling, a member of the Company’s
Board of Directors, for 100,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share
(the “Series D Stock”) plus warrants (to purchase an additional 166,667 shares of the Company’s Common Stock,
at an exercise price of $2.25 per share, which expire in three (3) years. The shares of Series D Stock are convertible into 666,667
shares of Common Stock.



As of February 5, 2013, the Company has
converted an aggregate of $3,460,498 of its existing 18% convertible notes and accrued interest, held in favor of its investors,
Azure Trading, LLC, Frost Gamma Corp, MKM Opportunity Mater Fund, Ovation Group, Inc. and others, into an aggregate of 2,306,998
shares of newly-issued Common Stock. The basis of the conversion price was $1.50 per share of Common Stock, taking into account
the Company’s recent reverse stock split of 1 share for every 15 shares of Common Stock outstanding.



On September 24, 2012, pursuant to certain
amended agreements with certain subscribers for the conversion of obligations related thereto, the Registrant authorized the issuance
of an aggregate of 23,286,612 shares of common stock, par value $0.0001 per share.



On various dates from June 1, 2011 to May
31, 2012, the Company issued convertible debentures totaling $2,545,000 to third party and related party investors together with
2,545,000 common shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid
interest, are convertible into common shares at a conversion rate of $0.25 per share.



On August 22,
2011, the Company issued a $250,000 secured convertible debenture (“Secured Debenture”) to a third party (the “Holder”)
together with 1,136,363 common shares and 1,100,000 warrants to other entities controlled by the Holder (“Holder Entities”).
As security for this Secured Debenture, the Company granted the Holder a first priority lien on all of the assets of the Company.
The Secured Debenture bears annual interest at 18%, matures at the earlier of 1) six months and 2) upon the Company’s receipt
of $500,000 of debt or equity proceeds and, together with any unpaid interest, are convertible into common shares at a conversion
rate of $0.25 per share. The Company also issued 1,100,000 warrants in connection with the issuance of convertible notes on August
22, 2011. The warrants have term of one year and are exercisable at $0.25 per share. In the event the Company raises equity at
less than $0.25 per share or convertible debt which may be converted into common shares at a conversion rate of less than $0.25
per share, the Holder and the Holder Entities shall receive the same terms as the terms of the new financing arrangement (which
could decrease the conversion rate of the convertible debt and could decrease the exercise price of the warrants). As a result,
the Company determined the conversion feature of the Secured Debenture and related warrants are derivative liabilities. On
February 29, 2012, the Company entered into an agreement with the holder to extend the maturity date of the secured debenture to
June 22, 2012 in exchange for 3,250,258 common shares.  Additionally, the 1,100,000 1-year warrants issued in connection
with the secured debenture were modified by (i) extending its expiration date for another twelve months to September 1, 2013 (ii)
lowering the exercise price from $0.25 to $0.1275 per warrant share and (iii) increasing the number of common shares convertible
from 1,100,000 shares to 2,200,000 shares. The Company evaluated the modification and determined that it was substantial and was
therefore accounted as an extinguishment of debt.  Consequently, the fair value of the common shares of $549,294, the
fair value of the additional warrants and the incremental fair value of the modified warrants of $202,549 was recorded as loss
on debt extinguishment during the nine months ended February 29, 2012.  Simultaneously, the Holder converted $6,816 of
the interest owed into 24,742 common shares.



11







On various dates from April 1, 2011 to
May 31, 2011, the Company issued 6,666,667 options to purchase shares of its common stock to investors for services rendered. These
options were granted with an exercise price of $0.35 per share, are fully vested at issuance, and are exercisable for 3 years from
their respective vesting dates.



On various dates from April 1, 2011 to
May 31, 2011, the Company sold common stock for cash for $170,500, of which $70,000 was reflected as a subscription receivable
at May 31, 2011 and received in June 2011.



On various dates from March 1, 2011 to
May 31, 2011, the Company offered and sold an aggregate of $1,018,159 of units comprised of convertible debentures and the Company’s
Common Stock for the purchase price of $50,000 per unit. Each unit was comprised of 50,000 shares of the Company’s Common
Stock and a debenture in the principal amount of $50,000, with interest at the rate of 18% and convertible into shares of the Company’s
Common Stock at the rate of $0.25 per share.



The sales of the securities identified
above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly,
we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2)
of the Securities Act and Rule 506 of Regulation D and Regulation S promulgated thereunder. The agreements executed in connection
with this sale contain representations to support the Company’s reasonable belief that the Investor had access to information
concerning the Company’s operations and financial condition, the Investor acquired the securities for their own account and
not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from
registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited
investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering;
the Company made no solicitation in connection with the sale other than communications with the Investor; the Company obtained
representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received
or had access to adequate information about the Company in order to make an informed investment decision. All of the foregoing
securities are deemed restricted securities for purposes of the Securities Act.



Purchases of Equity Securities by the Issuer and Affiliated
Purchasers



We did not purchase any of our shares of
Common Stock or other securities during our fiscal year ended May 31, 2013.



ITEM 6 – SELECTED FINANCIAL DATA



Not applicable for smaller reporting companies.



ITEM 7 – MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The following discussion should be read
in conjunction with the information contained in the consolidated financial statements of the Company and the notes thereto appearing
elsewhere herein and in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations
set forth in (1) the Company's Annual Report on Form 10-K for the year ended May 31, 2013. Readers should carefully review the
risk factors disclosed in this Form 10-K and other documents filed by the Company with the SEC.



FORWARD LOOKING STATEMENTS



The following discussion and plan of operations
should read in conjunction with the financial statements and the notes to those statements included in this annual report. The
following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties
and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that
could cause or contribute to these differences include those discussed below and under the headings “Risk Factors”
and “Forward-Looking Statements.”



12







LIQUIDITY AND CAPITAL RESOURCES



We have funded our operations through financing
activities consisting primarily of private placements of debt and equity with outside investors. Our principal use of funds has
been for long-term deposits in connection with the potential acquisition of shares of an entity, and for the operating expenses
of the Company.



Our cash balance as of May 31, 2013, was
$687 compared to $299,298 as of May 31, 2012.



During the year
ended May 31, 2013, the Company issued $0 of equity securities for cash, $1,450,000 of Preferred D securities for cash, and $212,000
of convertible debentures to third party and related party investors. The Company also made $130,000 of payments to investors on
convertible debentures and converted $4,343,364 of convertible debt and accrued interest into common stock. The
Company received non-interest bearing advances from shareholders totaling $67,600 and made repayments of $172,266 during the year
ended May 31, 2013. As of May 31, 2013, amounts due to these shareholders totaled $35,841.



Liquidity and Capital Resources during
the year ended May 31, 2012 compared to the year ended May 31, 2011.



During
the year ended May 31, 2012, the Company issued $72,000 of equity securities for cash and $2,635,000 of convertible debentures
to third party and related party investors. The Company also made $50,000 of payments to investors on convertible debentures and
converted $119,846 of convertible debentures and accrued interest into common stock. The Company received non-interest bearing
advances from shareholders totaling $205,672 and made repayments of $65,165 during the year ended May 31, 2012.  As of
May 31, 2012, amounts due to these shareholders totaled $140,507.



Liquidity and Capital Resource Plan
for the year ending May 31, 2014



During the year ending May 31, 2014, the
Company intends to fund its operations by raising proceeds from its current equity financing which will enable it to consummate
its proposed acquisition of a natural resources mine in Brasil. Due to the expenses involved and capital required to acquire and
commence revenue generating operations of the mine, it is not anticipated that the Company will generate additional working capital
during the next fiscal year. The Company will be required to pursue working capital debt financing as well as project-specific
debt financing to acquire and develop the mine. However, no assurance can be given that any such financing that the Company is
pursuing will be available to us on favorable terms, if at all, and this may severely impact our current operations and delay the
development of our alternative energy projects until additional funds are received by the Company.



RESULTS OF OPERATIONS



Results of Operations for the Year Ended
May 31, 2013 Compared to the Year Ended May 31, 2012



The company had no revenues from continuing
operations during the years ended May 31, 2013 and 2012. Revenues from discontinued operations for the year ended May 31, 2013
were $0 compared to $9,988 for the year ended May 31, 2012, a decrease of $9,988. This decrease was due to the Company discontinuing
its Turkey operations and terminating its agreement to acquire BEST LLC.



Operating expenses for the year ended May
31, 2013 from continuing operations were $3,337,775 compared to $13,565,190 for the year ended May 31, 2012, a decrease of $10,227,415.
This is primarily due to the decrease in stock-based compensation of $10,065,630
which was primarily due to the 240 Series A preferred shares issued for services during the year ended May 31, 2012 which had a
fair value of $10,764,000.Operating expenses from discontinued operations for the year ended May 31, 2012 were $0 compared
to $14,917,138 for the year ended May 31, 2012. Operating expenses for the year ended May 31, 2012 primarily consisted of the impairment
on the investment in the mining company of $13,859,231. There were no operating expenses for the year ended May 31, 2013 as the
Company discontinued their Turkey operations.



13







The Company also incurred net interest
expense of $1,429,169 ($316,765 is reported under discontinued operations) and $2,493,764 ($317,876 is reported under discontinued
operations) during the years ended May 31, 2013 and 2012, respectively. During the year ended May 31, 2013, this amount consisted
primarily of $1,009,047 interest on the convertible debt (of which approximately $353,513 was non-cash amortization). During
the year ended May 31, 2012, the Company incurred interest expense of $2,175,000 on the convertible debt (of which approximately
$1,539,000 was non-cash amortization). The Company also incurred derivative gains of $416,282 and a loss on extinguishment of debt
for the year ended May 31, 2013 of $1,632,701. The Company also incurred derivative losses and a loss on extinguishment of debt
for the year ended May 31, 2012 of $143,417 and $827,593. Derivative gains during the year ended May 31, 2013 and losses during
the year ended May 31, 2012 are substantially related to warrants issued with Preferred D subscriptions and $250,000 secured convertible
debentures and related warrants issued with the debt which qualified for derivative accounting. Losses on extinguishment relate
to the $250,000 secured convertible debenture and related warrants which were modified during the years ended May 31, 2013 and
2012 (see note 6).



As a result, the Company incurred a net
loss of $8,179,193 for the year ended May 31, 2013, compared with a net loss of $31,965,914 for the year ended May 31, 2012.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Use of estimates



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



Discontinued Operations



In accordance with ASC 205-20, Presentation
of Financial Statements-Discontinued Operations (“ASC 205-20”), we reported the results of our Turkey operations
as a discontinued operation. The application of ASC 205-20 is discussed in Note 3 “Discontinued Operations”.



Receivables



The Company extends unsecured credit to
its customers in the ordinary course of business.  An allowance for doubtful accounts is established and recorded based
on management’s assessment of customer credit history, overall trends in collections and write-offs, and expected exposures
based on facts and prior experience.  If events or changes in circumstances indicate that specific receivable balances
may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly.
Past-due receivable balances are written off when our internal collection efforts have been unsuccessful. There was no allowance
for doubtful accounts as of May 31, 2013 or 2012.



Property and equipment



Property and equipment are stated at cost,
less accumulated depreciation. Expenditures for additions, major renewals and betterments are capitalized and expenditures for
maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, over the assets’
estimated useful lives. The estimated useful lives of furniture and equipment are 3-5 years. All property and equipment related
to the operations in Turkey were written down to zero as of May 31, 2013.



Long-lived assets



Long-lived assets held and used by the
Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of an asset may
not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors,
including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset is written
down to fair value. Long-lived assets related to the operations in Turkey were fully impaired as of May 31, 2013.



14







Revenue recognition



The Company recognizes revenue where there
is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is
determinable and collectability can be reasonably assured.



In instances where the Company has received
cash in advance of meeting the Company’s revenue recognition criteria, the Company records such as deferred revenue.



During the year ended May 31, 2012, the
Company’s revenues (included in discontinued operations) were principally derived from energy consulting services provided
to several customers in Turkey.



Income Taxes



In accordance with ASC 740 -Income
Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method,
deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases
of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for
the amount of deferred tax assets that, based on available evidence, are not expected to be realized.



The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial
statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the
position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated
financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with
the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, 2013 and 2012.



Fair value of financial instruments



The carrying value of cash and cash equivalents,
receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term
nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from
these financial instruments.



Foreign currency



The financial statements of the Company’s
subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into the
reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities. The capital
accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items
are translated at the average exchange rate for the period. Translation adjustments are included in other comprehensive income
(loss) within stockholders’ deficit.



Gain or losses from foreign currency transactions
are recognized in income.



Stock Based Payments



We account for share-based awards to employees
in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured
at the grant date, based on the fair value of the award, and is recognized as an expense over over the estimated service period
(generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in
accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services
are rendered at their fair value.





15







Recently issued accounting pronouncements



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



Off-Balance Sheet Arrangements



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



ITEM 7A- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Not required for smaller reporting companies.



ITEM 8- FINANCIAL STATEMENTS



The required Financial Statements and the notes thereto are
contained in a separate section of this report beginning with the page following the signature page.



ITEM 9- CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE



None.



ITEM 9A- CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated
to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls
is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



As of the end of the period covered by
this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our executive
management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our executive management have concluded that our disclosure controls and procedures are not effective because of the identification
of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral
part of our disclosure controls and procedures.



Management’s Annual Report on Internal Control over
Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



16







Our management conducted an evaluation
of the effectiveness of our internal control over financial reporting using the criteria as required by Section 404 of the Sarbanes-Oxley
Act, management, including testing using the criteria in Internal Control — Integrated Framework, issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its evaluation, our management concluded
that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination
of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.



The material weakness relates to the Company
not having personnel with knowledge of generally accepted accounting principles. Our executive management does not possess accounting
expertise and our Company does not have an audit committee. This weakness was due to our lack of working capital to hire additional
staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting principles
by hiring a contractor and/or hiring additional accounting personnel.



The Company's management based its evaluation
on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial
reporting was not effective as of May 31, 2013.



This Annual Report on Form 10-K does not
include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm
pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.



Changes in Internal Controls over Financial
Reporting



There have been no changes in our internal
controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal
controls over financial reporting during the year ended May 31, 2013. There have not been any significant changes in the Company's
critical accounting policies identified since the Company filed its Form 10-K for the year ended May 31, 2013



This annual report does not include an
attestation report of the Company’s independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report
in the Annual Report.



ITEM 9B- OTHER INFORMATION



None.



ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



(a) Identification of Directors and Executive Officers.



The following table sets forth information regarding the Company’s
directors and executive officers and their respective positions as of May 31, 2013:



17









|Name                |  | Age |  | Officer orDirectorSince |  | Position                                                                      
|------------------- |  | --- |  | ----------------------- |  | ------------------------------------------------------------------------------
|Daniel J. Kunz      |  | 61  |  | 2013                    |  | Executive Chairman of the Board of Directors; Chief Executive Officer         
|Ryan E. Hart        |  | 37  |  | 2009                    |  | Vice Chairman of the Board of  Directors; President; [Chief Financial officer]
|Juvenil Felix       |  | 74  |  | 2012                    |  | Director                                                                      
|Edward Dowling      |  | 58  |  | 2012                    |  | Director                                                                      
|Adriano Espeschit   |  | 48  |  | 2012                    |  | Director; Chief Operating officer                                             
|Mustafa Aksoy       |  | 36  |  | 2012                    |  | Director                                                                      
|Jose Mendo de Souza |  | 74  |  | 2012                    |  | Director                                                                      





Daniel J. Kunz, Executive
Chairman of the Board of Directors, Chief Executive Officer- Mr. Kunz was co-founder and served as the Chief Executive
Officer and a director of U. S. Geothermal Inc. from March 2000 and December 2003, respectively, until April 19, 2013, of which
he also served as President from December 2003 to September 2011. Mr. Kunz has more than 30 years of experience in international
mining, engineering and construction, including, marketing, business development, management, accounting, finance and operations.
Mr. Kunz served as Chairman of the Board of U.S. Cobalt Inc. from March 2000 to December 2004. He was senior vice president and
Chief Operating Officer of Ivanhoe Mines Ltd. from 1997 until October 2000, and served as its President, Chief Executive Officer
and Director from November 2000 until March 2003. From March 2003 until March 2004, Mr. Kunz served as President and CEO of Ivanhoe’s
subsidiary Jinshan Gold Mines Inc. Prior thereto, Mr. Kunz was a founder of and directed the 1993 initial public offering of the
NASDAQ listed MK Gold Company for which he served as President, Chief Executive Officer and a Director. Also, for 17 years from
January 1979 to December 1993 Mr. Kunz held executive positions with NYSE listed Morrison Knudsen Corporation including Vice President
and Controller. Mr. Kunz holds a Masters of Business Administration, a Bachelor of Science in Engineering and an associate accounting
degree. He is currently a director at Chesapeake Gold Corp. and its subsidiary Gunpoint Exploration Ltd, Silver Bull Resources,
Kazax Minerals Inc., and Kenai Resources Ltd. The Registrant determined that Mr. Kunz’s experience of more than 30 years
in international mining, engineering and construction, plus and his many years of senior management and NYSE, NASDAQ and TSX director
experience, rendered him suitably qualified to serve as its Chief Executive Officer and Executive Chairman



Ryan E. Hart, Vice Chairman of the
Board of Directors, President, Chief Financial Officer– Mr. Hart is a Swiss-American financial investor based in
Istanbul and New York. After working several years at Credit Suisse and UBS in the fields of Equity Trading and Portfolio Management,
Mr. Hart founded Mirus Investments AG in 2004 as an alternative investment advisor (with a strong focus on hedge funds and venture
capital) to independent asset managers and high net-worth individuals. Since the inception of Mirus Investments, Mr. Hart and his
clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial
resources and network to execute their business plans and create sustainable shareholder value. The Company concluded that Mr.
Hart’s extensive experience in financing make him an ideal candidate to serve in these capacities.



(b)Significant
Employees.



None.



(c)Family Relationships.



None.



(d)Involvement in Certain Legal Proceedings.



There have been no events under any bankruptcy
act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity
of any director, executive officer, promoter or control person of Company during the past five years.



(e)The Board of Directors acts as the
Audit Committee and the Board has no separate committees.



We have no qualified financial expert at
this time because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources
at this time to hire such an expert. We intend to continue to search for a qualified individual for hire.



18







AUDIT COMMITTEE



Although our bylaws provide for the appointment
of one, we are not yet required to have an Audit Committee as a result of the fact that our common stock is not considered a “listed
security” as defined in Rule 10A-3 of the Exchange Act. In March, 2013, Mustafa Aksoy was elected, as an independent member,
to the Company’s Board of Directors and the Chair of the Company’s Audit Committee. Due to his education and extensive
experience, we believe Mr. Aksoy meets the criteria of an independent director and an “Audit Committee Financial Expert”
as provided in Release 33-8173 and 34-47235.



CODE OF ETHICS



As of May 31, 2013, we have not adopted
a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.



EMPLOYMENT ARRANGEMENTS



None of the Company's officers, directors,
advisors or key employees are currently party to employment agreements with the Company. The Company has no pension, health, annuity,
bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are presently
no personal benefits available for directors, officers or employees of the Company.



2011 Omnibus Equity Incentive Plan



Zinco’s Board of Directors (the “Board”)
administers the 2011 Omnibus Equity Incentive Plan ("2011 Plan"), which was adopted by the Board effective August 29,
2011. The purpose of the 2011 Plan is to provide a means through which the Company and its affiliates may attract and retain key
personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers,
employees, consultants and advisors) of the Company and its affiliates can acquire and maintain an equity interest in the Company,
or be paid incentive compensation, which may (but need not) be measured by reference to the value of the Company’s common
stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with
those of the Company’s stockholders. The 2011 Plan provides for the direct issuance of Awards including stock options, restricted
stock awards and unrestricted stock awards. All of the Company’s employees, officers and directors (including persons who
have entered into an agreement with the Company under which they will be employed by the Company in the future), as well as all
of the Company’s consultants and advisors that are natural persons, are eligible to the awards under the 2011 Plan. The administrator
is authorized to determine the terms of each award granted under the plan, including the number of shares, exercise price, term
and exercisability. Stock and options may be granted for services rendered or to be rendered. The 2011 Plan shall terminate on
the tenth anniversary of the date it was adopted unless sooner termination by the Board in accordance with its terms; provided,
however, that such expiration shall not affect awards then outstanding, and the terms and conditions of the 2011 Plan shall
continue to apply to such awards. A total of 20,000,000 shares of Common Stock have been authorized for issuance under the 2011
Plan.



Awards Under the 2011 Plan



In connection with the adoption of the
2011 Plan, on August 29, 2011, the Board approved grants to certain of our named executive officers. Aykut Ferah, our Chief Executive
Officer and Chief Financial Officer, was granted 5,000,000 stock options and Ryan E. Hart, our Executive Chairman, was granted
5,000,000 stock options. The stock options granted to Messrs. Ferah and Hart have an exercise price equal to $0.35 per share of
common stock covered by the stock options, and will become exercisable at such time as the Company achieves a market capitalization
of $150 million or annual EBITDA of $7.5 million or in the event that the Company merges with or is acquired by another company
(whichever event first occurs). The stock options to each executive have a term of 10 years following the date of grant and are
subject to forfeiture in the event that the executive is terminated by the Company for cause.



19







ITEM 11 - EXECUTIVE COMPENSATION



The following Summary Compensation Table
shows certain compensation information for each of the Named Executive Officers. Compensation data is shown for the years ended
May 31, 2013 and 2012. This information includes the dollar value of base salaries, bonus awards, the number of stock options granted,
and certain other compensation, if any, whether paid or deferred.





|Name and Principal Position                                              |  | Year |  | Salary |   |  | Bonus ($) |   |   | Restricted Stock Award(s) ($) |  |   | Option Awards(#) |  |  | Nonequity Incentive  Plan |           |  | All Other Compensation ($) |   |   | Total ($) | 
|------------------------------------------------------------------------ |  | ---- |  | ------ | - |  | --------- | - | - | ----------------------------- |  | - | ---------------- |  |  | ------------------------- | --------- |  | -------------------------- | - | - | --------- | 
|Daniel J. Kunz (a)                                                       |  | 2013 |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Executive Chairman of the Board of Directors, Chief Executive Officer    |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Ryan Hart, (b)                                                           |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            |   | - |           | 
|President and Financial Officer; Vice Chairman of the Board of Directors |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | 5,000,000 |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|James Davidson,                                                          |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director (c)                                                             |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Kaveh Meghdadpour,                                                       |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director (d)                                                             |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Edward Dowling,                                                          |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director                                                                 |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Jose Mendo de Souza                                                      |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director                                                                 |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Adriano Espeschit,                                                       |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director and Chief Operating Officer                                     |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Mustafa Aksoy,                                                           |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director                                                                 |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Ahmet Calik,                                                             |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director                                                                 |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|                                                                         |  |      |  |        |   |  |           |   |   |                               |  |   |                  |  |  |                           |           |  |                            |   |   |           | 
|Juvenil Felix,                                                           |  | 2013 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 
|Director                                                                 |  | 2012 |  | $      | - |  |           | $ | - |                               |  | $ | -                |  |  |                           | -         |  |                            | $ | - |           | 







(a) Was elected on June 17, 2013 to serve as Executive Chairman
of the Board of Directors and, effective September 1, 2013, its Chief Executive Officer.



(b) Served as Chief Executive Officer under September 1, 2013.
On June 17, 2013 was appointed to serve as Vice Chairman of the Board of Directors.



(c) Was elected in June, 2013 to serve as Chief Executive Officer
and Chairman of the Board of Directors and subsequently resigned of all capabilities on December 20, 2012.



20







(d) Resigned as a director on September 26, 2012.



Outstanding Equity Awards at Fiscal Year-End



The following table sets forth for each
named executive officer certain information concerning the outstanding equity awards as of May 31, 2013.

|                                |  | Option awards                                                       |   |  | Stock awards                                                          | 
|------------------------------- |  | ------------------------------------------------------------------- | - |  | --------------------------------------------------------------------- | 
|Name and Principal
    Position |  | Number of
    Securities Underlying Unexercised Options Exercisable |   |  | Number of Securities
    Underlying Unexercised Options Unexercisable | 
|Ryan E. Hart                    |  |                                                                     | - |  |                                                                       | 
|James Davidson                  |  |                                                                     | - |  |                                                                       | 
|Kaveh Meghdadpour               |  |                                                                     | - |  |                                                                       | 



Directors Equity Compensation



Kaveh Meghdadpour



On January 3, 2011, the Company granted
500,000 options to purchase shares of its common stock to Kaveh Meghdadpour upon becoming a member of the Board. 100,000 of the
stock options vested immediately and are exercisable for 3 years from the vesting date of January 3, 2011. The director’s
remaining 400,000 stock options will vest ratably 100,000 per year over the next four years provided that the director serves as
a director for each 12 month period. Each 100,000 stock option tranche shall be exercisable for three years from the date each
tranche vests. The stock options granted to Mr. Meghdadpour have an exercise price equal to $0.35 per share and are governed by
the terms of the 2011 Plan. The intrinsic value and fair value for these options on the grant date was $22,500 and $171,666, respectively.



James Davidson



On April 13, 2011, the Company issued 2,000,000
fully vested shares of common stock to James Davidson upon becoming a member of the Board. The stock price of the Company on April
13, 2011 was $0.355 per share. The Company recorded stock compensation expense of $710,000 during the year ended May 31, 2011.
In addition, the Director received an additional 2,000,000 restricted shares of common stock, which will vest after 18 months of
continuous service for the Company as a Director. The Company determined the grant date of these shares was April 13, 2011 and
will record an additional $710,000 of stock compensation expense over the 18 months term, of which the Company recognized stock
compensation expense of $119,306 during the year ended May 31, 2012. The Company will record future stock compensation expense
of $590,694 in connection with this restricted stock grant.



Richard Schaeffer



On May 2, 2011, the Company issued 250,000
stock options to purchase shares of its common stock to Richard Schaeffer upon becoming a member of the Board. These options were
granted with an exercise price of $0.35 per share, were fully vested at issuance, are exercisable for 3 years from the vesting
date of May 2, 2011 and are governed by the terms of the 2011 Plan. The intrinsic value and fair value for these stock options
on the grant date was $10,000 and $69,027, respectively.



21







Cash Compensation



Kaveh Meghdadpour receives $5,000 in cash
for each Board meeting he attends. James Davidson receives $50,000 in cash each year payable in monthly installments. No other
directors currently receive cash compensation. All directors of the Company are reimbursed for business expenditures incurred in
connection with performing their services as directors of the Company.



The table below shows the aggregate cash
paid, and stock awards issued, to the non-employee directors during the year ended May 31, 2013 in accordance with the descriptions
set forth above:





|Name              |  | Fees Earned or Paid in Cash ($) |        |  | Stock Awards ($)(1) |  |   | Option Awards ($) |  |  | Total ($) | 
|----------------- |  | ------------------------------- | ------ |  | ------------------- |  | - | ----------------- |  |  | --------- | 
|James Davidson    |  |                                 | 50,000 |  |                     |  | - |                   |  |  | -         | 
|Richard Schaeffer |  |                                 | -      |  |                     |  | - |                   |  |  | -         | 
|Kaveh Meghdadpour |  |                                 | 5,000  |  |                     |  | - |                   |  |  | -         | 







|(1) | Amounts in this column represent the grant date fair value of stock awards granted during the year ended May 31, 2013, in accordance with ASC Topic 718.                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The table below shows the number of stock options held by each of our non-employee directors as of May 31, 2013. The options owned by Richard Schaeffer are fully vested. 200,000 of the options owned by Kaveh Meghdadpour are vested and the remaining 300,000 options will vest ratably 100,000 per year over the next three years provided that the director serves as a director for each 12 month period.



|Name              |  | Grant Date |  | No. of Securities Underlying Unexercised Options |         |  | Option Exercise Price ($) | 
|----------------- |  | ---------- |  | ------------------------------------------------ | ------- |  | ------------------------- | 
|Kaveh Meghdadpour |  | 01/03/2011 |  |                                                  | 500,000 |  |                           | 



Equity Compensation Plan Information



The following table summarizes share and exercise information
about the Company's equity compensation plans as of May 31, 2013.

|Plan Category |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |            |  | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |   |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities included in column 1) | 
|------------- |  | ------------------------------------------------------------------------------------------- | ---------- |  | --------------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------------------------------------------------------------------- | 
|Stock Options |  |                                                                                             | 17,666,667 |  |                                                                             | $ | 0.35 |                                                                                                                                          | 



22







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



The following table sets forth, as of May
31, 2012, information known to us about the number of shares of common stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding shares of our common stock.



Beneficial ownership of shares is determined
under the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment
power. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of August 19, 2011, and
not subject to repurchase as of that date, are deemed to be outstanding for calculating the percentage of outstanding shares of
the person holding these options, but are not deemed to be outstanding for calculating the percentage of any other person. The
percentage of ownership is based on 125,303,158 shares of voting common stock outstanding as of August 19, 2011. Unless otherwise
indicated, the address for those listed below is c/o Zinco Do Brasil, Inc., 100 Park Avenue, Suite 1600, New York, New York 10017.



The table also shows the number of shares beneficially owned
as of May 31, 2013 by each of the individual directors and executive officers and by all directors and executive officers as a
group.







|Name of Beneficial Owner                                                                       | Title of Class           | Beneficial
        Ownership(1) | Percent of
        Class(2) | 
|---------------------------------------------------------------------------------------------- | ------------------------ | ------------------------------- | --------------------------- | 
|                                                                                               |                          |                                 |                             | 
|Daniel Kunz                                                                                    | Common Stock             |                                 | 1,000,000                   | 
|Ryan E. Hart (4)
        Director, Chief Executive Officer and Chief Financial
        Officer | Common Stock             |                                 | 600,000                     | 
|Edward Dowling                                                                                 | Series D Preferred Stock |                                 | 50,000                      | 
|                                                                                               | Common Stock             |                                 | 833,334                     | 
|Jose Mendo de Souza                                                                            | Common Stock             |                                 | 560,271                     | 
|Mustafa Askoy                                                                                  | Series D Preferred Stock |                                 | 50,000                      | 
|                                                                                               | Common Stock             |                                 | 833,334                     | 
|Juvenil Felix                                                                                  | Common Stock             |                                 | 330,000                     | 
|Adriano Epeschit                                                                               | Common Stock             |                                 | 560,271                     | 
|All Officers and Directors as a Group (8 Persons)                                              |                          |                                 |                             | 



---

(1) "Beneficial Owner" means
having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment
power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition
of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible
into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days.
Unless otherwise indicated, the beneficial owner has sole voting and investment power.



(2) For each shareholder, the calculation
of percentage of beneficial ownership is based upon 162,300,414 shares of Common Stock outstanding as of April 19, 2012, and shares
of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or
exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options,
warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has
exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised
such rights.



23







(3) Includes 2,500,000 shares owned directly.
Each share of Series A Preferred Stock votes as 260,000 shares of Common Stock. The address for Seacrest Trading Corporation SA.
is 2, Route D’Oron, 1010 Lausanne, Switzerland. Ajoy Garapati holds voting and dispositive voting power for Seacrest Trading
Corporation SA.



(4) Effective November 16, 2011, the Board
of Directors of TurkPower appointed Mr. Ryan E. Hart as Interim Chief Executive Officer and Interim Chief Financial Officer of
TurkPower, to serve at the pleasure of the Board of Directors.



(5) Includes shares of Common Stock that
may be acquired upon exercise of warrants.



(b) Director Independence.



Although the Company is not a listed issuer,
under the NASDAQ definition of “independence”, Messrs. Davidson, Meghdadpour and Schaeffer qualify as independent directors.



(c) Securities Authorized for Issuance
Under Equity Compensation Plans.



There were no securities issued under equity compensation plans
as of May 31, 2013. See Item 10 for a description of the 2011 Plan, which was adopted on August 29, 2011.



ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Except as otherwise disclosed herein, there
have been no related party transactions, or any other transactions or relationships, including matters related to director independence,
required to be disclosed pursuant to Items 404 or 407(a) of Regulation S-B.



ITEM 14- PRINCIPAL ACCOUNTING FEES AND SERVICES



The following table sets forth the aggregate
fees billed to us for fiscal years ended May 31, 2013 and 2012 by Malone Bailey, LLP, the Company’s independent registered
public accounting firm:



|                           |  | 2013 |        |  | 2012 |  
|-------------------------- |  | ---- | ------ |  | ---- | -
|                           |  |      |        |  |      |  
|Audit Fees (1)             |  | $    | 90,000 |  |      | $
|Audit Related Fees (2)     |  |      | -      |  |      |  
|Tax Fees (3)               |  |      | -      |  |      |  
|                           |  |      |        |  |      |  
|Total Fees paid to auditor |  | $    | 90,000 |  |      | $



(1) Audit fees consist of fees billed for
professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are normally provided by Malone Bailey, LLP in connection
with statutory and regulatory filings or engagements.



(2) Audit-Related fees consist of fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of Company’s
consolidated financial statements and are not reported under "Audit Fees".



(3) Tax fees consist of fees billed for
professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include
assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.



ITEM 15- EXHIBITS



(a) Exhibits:



24







EXHIBITS



|31.1 |  | Chief Executive Officer Certification of
        Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Chief Financial Officer Certification of
        Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                  
|32.1 |  | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*        
|32.2 |  | Chief Financial Officer Certification Pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
|     |  |                                                                                                                                                        
|*    |  | Filed herewith                                                                                                                                         



25







Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

|FINANCIAL STATEMENTS                                                                                    | Page #
|------------------------------------------------------------------------------------------------------- | ------
|                                                                                                        |       
|Report of Independent Registered Public Accounting Firm                                                 | F-2   
|                                                                                                        |       
|Consolidated Balance Sheets as of  May 31, 2013 and 2012                                                | F-3   
|                                                                                                        |       
|Consolidated Statements of Operations and Comprehensive Loss  for the Years Ended May 31, 2013 and 2012 | F-4   
|                                                                                                        |       
|Consolidated Statements of Stockholders’ Deficit for the Years Ended May 31, 2013 and 2012              | F-5   
|                                                                                                        |       
|Consolidated Statements of Cash Flows for the Years Ended May 31, 2013 and 2012                         | F-6   
|                                                                                                        |       
|Notes to the Consolidated Financial Statements                                                          | F-7   



F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Zinco do Brasil, Inc.

(formerly TurkPower Corporation)

New York, New York



We have audited the accompanying consolidated balance sheets
of Zinco do Brasil, Inc. and its subsidiaries (collectively “the Company”) as of May 31, 2013 and 2012 and the related
consolidated statements of operations and comprehensive loss, stockholders' deficit, and cash flows for the years then ended. 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 an audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Zinco do Brasil, Inc. and its subsidiaries as of May
31, 2013 and 2012 and the results of their operations and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company
has incurred losses from operations and has a working capital deficit as of May 31, 2013 which raises substantial doubt about its
ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

September 13, 2013





F-2









Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Balance Sheets



|                                                                                                                                                                      |  | May 31, |            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | -----------
|                                                                                                                                                                      |  | 2013    |            
|ASSETS                                                                                                                                                                |  |         |            
|Current assets:                                                                                                                                                       |  |         |            
|Cash                                                                                                                                                                  |  | $       | 687        
|Total current assets                                                                                                                                                  |  |         | 687        
|                                                                                                                                                                      |  |         |            
|Other assets:                                                                                                                                                         |  |         |            
|Deposit on acquisition of Zinco do
    Brasil Mineracao Ltda.                                                                                                         |  |         | 210,320    
|                                                                                                                                                                      |  |         |            
|TOTAL ASSETS                                                                                                                                                          |  | $       | 211,007    
|                                                                                                                                                                      |  |         |            
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                 |  |         |            
|Current liabilities:                                                                                                                                                  |  |         |            
|Accounts payable and accrued expenses                                                                                                                                 |  | $       | 328,645    
|Accrued interest                                                                                                                                                      |  |         | 412,323    
|Related party payable                                                                                                                                                 |  |         | 35,841     
|Derivative liabilities                                                                                                                                                |  |         | 499,646    
|Convertible debt - related party, net of unamortized
    discount of $492 and $- as of  May 31, 2013 and May 31, 2012, respectively                                   |  |         | 31,508     
|Convertible debt, net of unamortized discount of $51,156 and $267,718
    as of  May 31, 2013 and May 31, 2012, respectively                                          |  |         | 1,173,844  
|Liabilities of discontinued operations                                                                                                                                |  |         | 2,450,307  
|Total current liabilities                                                                                                                                             |  |         | 4,932,114  
|                                                                                                                                                                      |  |         |            
|Total liabilities                                                                                                                                                     |  |         | 4,932,114  
|                                                                                                                                                                      |  |         |            
|Stockholders' Deficit:                                                                                                                                                |  |         |            
|Series A Preferred stock: $0.0001 par
    value; 1,000 shares authorized; 0 and 240 shares issued and outstanding as of May 31, 2013 and 2012, respectively           |  |         | -          
|Series B Preferred stock: $0.0001 par
    value; 1,000 shares authorized; 0 shares issued and outstanding as of  May 31, 2013 and 2012, respectively                  |  |         | -          
|Series C Preferred stock: $0.001 par value;
    1,100,000 shares authorized; 1,074,999 and 0 shares issued and outstanding as of  May 31, 2013 and 2012, respectively |  |         | 1,075      
|Series D Preferred Stock: $0.001 par value;
    1,200,000 shares authorized; 150,000 and 0 shares issued and outstanding as of  May 31, 2013  and 2012, respectively  |  |         | 150        
|Common stock: $0.0001 par value; 300,000,000
    shares authorized; 23,563,850 and 10,050,028 shares issued and outstanding as of May 31, 2013 and 2012, respectively |  |         | 2,356      
|Additional paid-in capital                                                                                                                                            |  |         | 41,678,431 
|Accumulated other comprehensive income                                                                                                                                |  |         | 212,324    
|Accumulated deficit                                                                                                                                                   |  |         | (46,582,584
|Total stockholders' deficit of Zinco Do Brasil, Inc.                                                                                                                  |  |         | (4,688,248 
|Non-controlling interest                                                                                                                                              |  |         | (32,859    
|Total deficit                                                                                                                                                         |  |         | (4,721,107 
|                                                                                                                                                                      |  |         |            
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                           |  | $       | 211,007    



See accompanying notes to the consolidated
financial statements.



F-3







Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Statements of Operations
and Comprehensive Loss



|                                                                                            |  | Year Ended May 31, |           
|------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                            |  | 2013               |           
|                                                                                            |  |                    |           
|Professional fees                                                                           |  | $                  | 395,585   
|Selling, general and administrative expenses                                                |  |                    | 2,942,190 
|Total operating expenses                                                                    |  |                    | 3,337,775 
|Loss from operations                                                                        |  |                    | (3,337,775
|                                                                                            |  |                    |           
|Other (income) expense:                                                                     |  |                    |           
|Derivatives (gain) loss                                                                     |  |                    | (416,282  
|Interest expense                                                                            |  |                    | 1,112,404 
|Loss on extinguishment of debt                                                              |  |                    | 1,632,701 
|Debt conversion expense                                                                     |  |                    | 2,195,830 
|Total other expense                                                                         |  |                    | 4,524,653 
|                                                                                            |  |                    |           
|Loss from continuing operations                                                             |  |                    | (7,862,428
|Loss from discontinued operations                                                           |  |                    | (316,765  
|                                                                                            |  |                    |           
|Net loss                                                                                    |  |                    | (8,179,193
|Net loss attributable to non-controlling interest                                           |  |                    | -         
|Net loss attributable to Zinco Do Brasil, Inc.                                              |  |                    | (8,179,193
|Deemed dividend related to incremental beneficial conversion feature on preferred
    stock |  |                    | (522,876  
|Preferred dividends                                                                         |  |                    | (41,589   
|Net loss attributable to Zinco Do Brasil, Inc.’s common
    stockholders                    |  | $                  | (8,743,658
|                                                                                            |  |                    |           
|Basic and diluted loss per common share:                                                    |  |                    |           
|Loss from continuing operations                                                             |  | $                  | (0.45     
|Loss from discontinued operations                                                           |  | $                  | (0.01     
|Net loss per share                                                                          |  | $                  | (0.46     
|                                                                                            |  |                    |           
|Weighted average number of  common shares  outstanding
    - basic and diluted              |  |                    | 18,808,560
|                                                                                            |  |                    |           
|Comprehensive loss                                                                          |  |                    |           
|Net loss                                                                                    |  | $                  | (8,179,193
|Foreign currency translation adjustments                                                    |  |                    | 34,505    
|Total comprehensive loss                                                                    |  |                    | (8,144,688
|Comprehensive loss attributable to non-controlling interests                                |  |                    | -         
|Comprehensive net loss attributable to Zinco Do Brasil,
    Inc.                            |  | $                  | (8,144,688



See accompanying notes to the consolidated
financial statements.



F-4







Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Statement of Stockholders’
Deficit

For the years ended May 31, 2013 and
2012



|                                                                 |  |                              |      |   |                                  |  |   |                                  |  |  |              |  |  |                    |       |  |              |  |         | Accumulated          |  |   |             |  |  |                 |            |  | Total                |  
|---------------------------------------------------------------- |  | ---------------------------- | ---- | - | -------------------------------- |  | - | -------------------------------- |  |  | ------------ |  |  | ------------------ | ----- |  | ------------ |  | ------- | -------------------- |  | - | ----------- |  |  | --------------- | ---------- |  | -------------------- | -
|                                                                 |  | Preferred Stock Series
    A |      |   | Preferred
    Stock
    Series C |  |   | Preferred
    Stock
    Series D |  |  | Common Stock |  |  | Additional Paid-in |       |  | Subscription |  |         | Other 
Comprehensive |  |   | Accumulated |  |  | Non-Controlling |            |  | Stockholders' Equity |  
|                                                                 |  | Shares                       |      |   | Amount                           |  |   | Shares                           |  |  | Amount       |  |  | Shares             |       |  | Amount       |  |         | Shares               |  |   | Amount      |  |  | Capital         |            |  | Receivable           |  
|Balance, May 31 2011                                             |  |                              |      |   |                                  |  |   |                                  |  |  |              |  |  |                    |       |  |              |  |         |                      |  |   |             |  |  |                 | 6,666,210  |  |                      | $
|Issuance of common stock for purchase of Mining Company          |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 2,666,667  |  |                      |  
|Issuance of warrants for purchase of Mining Company              |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Subscription receivable                                          |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Issuance of common stock with convertible debt                   |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 234,758    |  |                      |  
|Beneficial conversion feature                                    |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Stock issued in conversion and extinguishment of debt            |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 275,060    |  |                      |  
|Issuance of common stock for cash                                |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 133,333    |  |                      |  
|Stock-based compensation                                         |  |                              |      |   |                                  |  |   |                                  |  |  |              |  |  |                    |       |  |              |  |         |                      |  |   |             |  |  |                 | 74,000     |  |                      |  
|Stock option expense                                             |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Issuance of preferred shares for services                        |  |                              | 240  |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Foreign currency translation adjustments                         |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Net loss                                                         |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Balance, May 31, 2012                                            |  |                              | 240  |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 10,050,028 |  |                      |  
|Stock issued in conversion and extinguishment of debt            |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 3,710,574  |  |                      |  
|Issuance of common stock with convertible debt                   |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 2,133      |  |                      |  
|Issuance of Series D convertible preferred stock for
    cash    |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | 150,000 |                      |  |   | 150         |  |  |                 |            |  |                      |  
|Stock-based compensation                                         |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  |         |                      |  |   |             |  |  |                 | 869,022    |  |                      |  
|Stock-based compensation -warrants                               |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 |            |  |                      |  
|Stock issued to settle accounts payable and accrued
    expenses |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 60,379     |  |                      |  
|Conversion of Series A Preferred Shares to common
    stock      |  |                              | (240 | ) |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | 4,160,000  |  |                      |  
|Stock issued as a deposit on acquisition of Zinco
    do Brasil  |  |                              | -    |   |                                  |  | - |                                  |  |  | 1,074,999    |  |  |                    | 1,075 |  |              |  | -       |                      |  |   | -           |  |  |                 | 4,711,714  |  |                      |  
|Debt discount related to beneficial conversion feature           |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Foreign currency translation adjustments                         |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Net loss                                                         |  |                              | -    |   |                                  |  | - |                                  |  |  | -            |  |  |                    | -     |  |              |  | -       |                      |  |   | -           |  |  |                 | -          |  |                      |  
|Balance, May 31, 2013                                            |  |                              | -    |   |                                  |  | - |                                  |  |  | 1,074,999    |  |  | $                  | 1,075 |  |              |  | 150,000 |                      |  | $ | 150         |  |  |                 | 23,563,850 |  |                      | $



See accompanying notes to the consolidated
financial statements.



F-5







Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Consolidated Statements of Cash Flows



|                                                                                             |  | Year Ended May 31, |           
|-------------------------------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                                             |  | 2013               |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                                         |  |                    |           
|Net loss                                                                                     |  | $                  | (8,179,193
|Less: loss from discontinued operations                                                      |  |                    | 316,765   
|Adjustments to reconcile net loss to net cash used in operating activities:                  |  |                    |           
|(Gain) loss on derivatives                                                                   |  |                    | (416,282  
|Stock-based compensation                                                                     |  |                    | 1,580,718 
|Amortization of deferred financing costs                                                     |  |                    | -         
|Amortization of debt discount                                                                |  |                    | 324,054   
|Loss on debt extinguishment                                                                  |  |                    | 1,632,701 
|Gain on settlement of accrued expenses                                                       |  |                    | (24,583   
|Debt conversion expense                                                                      |  |                    | 2,195,830 
|Changes in operating assets and liabilities:                                                 |  |                    |           
|Prepaid expenses and advances                                                                |  |                    | -         
|Accounts payable and accrued expenses                                                        |  |                    | 844,045   
|Cash used in continuing operations                                                           |  |                    | (1,725,945
|Cash used in discontinued operations                                                         |  |                    | -         
|NET CASH USED IN OPERATIONS                                                                  |  |                    | (1,725,945
|                                                                                             |  |                    |           
|CASH FLOWS FROM INVESTING ACTIVITIES                                                         |  |                    |           
|Cash used in discontinued operations                                                         |  |                    | -         
|CASH USED IN INVESTING ACTIVITIES                                                            |  |                    | -         
|                                                                                             |  |                    |           
|CASH FLOWS FROM FINANCING ACTIVITIES                                                         |  |                    |           
|Proceeds from issuance of Series D convertible preferred stock, net of                       |  |                    | 1,450,000 
|Proceeds from issuance of convertible debt                                                   |  |                    | 180,000   
|Proceeds from issuance of convertible debt - related party                                   |  |                    | 32,000    
|Payments on convertible debt                                                                 |  |                    | (130,000  
|Payment of deferred financing costs                                                          |  |                    | -         
|Advances from related parties                                                                |  |                    | 67,600    
|Payments on advances from related parties                                                    |  |                    | (172,266  
|Proceeds from sale of common stock                                                           |  |                    | -         
|CASH PROVIDED BY FINANCING ACTIVITIES                                                        |  |                    | 1,427,334 
|                                                                                             |  |                    |           
|EFFECT OF EXCHANGE RATES ON CASH                                                             |  |                    | -         
|                                                                                             |  |                    |           
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                                      |  |                    | (298,611  
|                                                                                             |  |                    |           
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                             |  |                    | 299,298   
|                                                                                             |  |                    |           
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   |  | $                  | 687       
|                                                                                             |  |                    |           
|SUPPLEMENTAL CASH FLOW INFORMATION                                                           |  |                    |           
|Cash paid during the period for:                                                             |  |                    |           
|Income taxes                                                                                 |  | $                  | -         
|Interest                                                                                     |  | $                  | 164,240   
|NONCASH INVESTING AND FINANCING ACTIVITIES                                                   |  |                    |           
|Debt discount due to common stock issued with debt and beneficial conversion feature         |  | $                  | 73,218    
|Debt discount due to derivative liabilities issued with convertible debt                     |  | $                  | 34,765    
|Derivative liabilities due to warrants issued with Series D Preferred Stock                  |  | $                  | 372,344   
|Conversion of accounts payable- related party into related party debt                        |  | $                  | -         
|Conversion of accounts payable to debt                                                       |  |                    | -         
|Common stock issued to settle accrued expenses                                               |  | $                  | 68,056    
|Conversion of convertible debt and accrued interest to equity                                |  | $                  | 4,343,364 
|Interest converted to debt principal                                                         |  | $                  | 25,000    
|Conversion of Series A Preferred Stock to common stock                                       |  | $                  | 416       
|Fair value of common stock issued as a deposit to Sellers of Zinco do Brasil Mineracao Ltda. |  | $                  | 210,320   
|Fair value of common stock issued to Sellers of the Mining Company                           |  | $                  | -         
|Fair value of warrants issued to Sellers of the Mining Company                               |  | $                  | -         





See accompanying notes to the consolidated
financial statements.



F-6







Zinco Do Brasil, Inc.

(Formerly TurkPower Corporation)

Notes to Consolidated Financial Statements

May 31, 2013 and 2012



NOTE 1 – ORGANIZATION AND OPERATIONS



Zinco Do Brasil, Inc. (formerly TurkPower
Corporation) was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was organized for
the purpose of developing e-commerce website to sell ink printer cartridges and toner. On September 28, 2012, an amendment was
filed with and approved by the Secretary of State of Delaware to (i) change the name of the Company to Zinco do Brasil, Inc.,
(ii) effect a reverse split on a 1:15 basis and (iii) increase the number of the Company’s authorized shares of capital
stock from 310,000,000 shares to 810,000,000 of which 800,000,000 shares are common stock with a par value $0.0001 per share and
10,000,000 shares are preferred stock with a par value $0.0001 per share. The amended Articles of Incorporation were approved
by the State of Delaware effective September 28, 2012.



The reverse split does not affect the
number of common shares authorized for issuance. All share and per share information has been retroactively adjusted to reflect
the reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect
the reverse stock split as if it occurred at beginning of the comparable year.



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Principles of Consolidation



The accompanying consolidated financial
statements include the accounts of its wholly owned US subsidiary, TurkPower USA Corporation and its foreign subsidiary, Turkpower
Enerji San. Ve Tic. A.S., of which the Company has a 99.8% controlling interest. All significant intercompany balances and transactions
have been eliminated in the consolidation.



Use of estimates



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



Discontinued Operations



In accordance
with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements-Discontinued Operations, we reported
the results of our Turkey operations as a discontinued operation. This is discussed in Note 4 “Discontinued Operations”.



Cash and Cash Equivalents



The Company considers all highly liquid
investments purchased with an original maturity of three months or less to be cash equivalents.



Property and equipment



Property and equipment are stated at cost,
less accumulated depreciation.  Expenditures for additions, major renewals and betterments are capitalized and expenditures
for maintenance and repairs are charged to expense as incurred.  Depreciation is provided on a straight-line basis,
over the assets’ estimated useful lives.  The estimated useful lives of furniture and equipment are 3 –
5 years.   All property and equipment related to the operations in Turkey was written down to zero as of May 31,
2012.



F-7







Long-lived assets



Long-lived assets held and used by the
Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of an asset
may not be recoverable.  For purposes of evaluating the recoverability of long-lived assets, the Company considers various
factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset
is written down to fair value.  Long-lived assets related to the operations in Turkey were fully impaired as of May
31, 2012 (see Note 4).



Revenue recognition



The Company recognizes revenue where there
is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is
determinable and collectability can be reasonably assured.



In instances where the Company has received
cash in advance of meeting the Company’s revenue recognition criteria, the Company records such as deferred revenue.



The Company didn’t have revenues
during the year ended May 31, 2013. During the year ended May 31, 2012 the Company’s revenues (included in discontinued
operations) were principally derived from energy consulting services provided to several customers in Turkey.



Income Taxes



In accordance with ASC 740 -Income
Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method,
deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases
of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for
the amount of deferred tax assets that, based on available evidence, are not expected to be realized.



The Company also follows the guidance
related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the
financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not
sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in
the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, 2013 and 2012.



Fair value of financial instruments



The carrying
value of cash and cash equivalents, accounts payable and accrued expenses, and debt approximate their fair values because of the
short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks
arising from these financial instruments.



Fair value is
defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable
inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable
and the last unobservable.



|● | Level 1 — | Quoted prices in active markets for identical assets
    or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical
    assets.                                                                                                                                                                                                 
|- | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Level 2 — | Quoted prices for similar assets and liabilities in active markets;
    quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in
    which all significant inputs and significant value drivers are observable in active markets. These are typically obtained
    from readily-available pricing sources for comparable instruments.
|● | Level 3 — | Unobservable inputs, where there is little or no market activity
    for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market
    participants would use in pricing the asset or liability, based on the best information available in the circumstances.                                                                                  



F-8







The following table presents the derivative
financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s
consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of May 31, 2013:



|                                         |  | Amount |         |  | Level 1 |   |   | Level 2 |  |   | Level 3 | 
|---------------------------------------- |  | ------ | ------- |  | ------- | - | - | ------- |  | - | ------- | 
|Embedded conversion derivative liability |  | $      | 67,004  |  |         | $ | - |         |  | $ | -       | 
|Warrant derivative liabilities           |  |        | 432,642 |  |         |   | - |         |  |   | -       | 
|Total                                    |  | $      | 499,646 |  |         | $ | - |         |  | $ | -       | 



The following table presents the derivative
financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s
consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of May 31, 2012:



|                                         |  | Amount |         |  | Level 1 |   |   | Level 2 |  |   | Level 3 | 
|---------------------------------------- |  | ------ | ------- |  | ------- | - | - | ------- |  | - | ------- | 
|Embedded conversion derivative liability |  | $      | 159,000 |  |         | $ | - |         |  | $ | -       | 
|Warrant derivative liabilities           |  |        | 349,819 |  |         |   | - |         |  |   | -       | 
|Total                                    |  | $      | 508,819 |  |         | $ | - |         |  | $ | -       | 



The following
table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments,
measured at fair value on a recurring basis using significant unobservable inputs:



|Balance at May 31, 2012                                  |  | $ | 508,819  |  
|-------------------------------------------------------- |  | - | -------- | -
|Fair value of warrant derivative liabilities at issuance |  |   | 407,109  |  
|Unrealized derivative gains included in other expense    |  |   | (416,282 | )
|Balance at May 31, 2013                                  |  | $ | 499,646  |  



The fair value
of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated
value. Changes in the fair value of the derivative liabilities are recorded in other income (expense) in the consolidated statements
of operations and comprehensive loss.



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



As of May 31, 2013, there were a total
of 421,669 derivative warrants outstanding, of which 146,667 were valued using Black Scholes and 275,002 were valued using the
Lattice model.



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



|                                          |  | May 31, |                 
|----------------------------------------- |  | ------- | ----------------
|                                          |  | 2013    |                 
|Market value of stock on measurement date |  | $       | 1.80            
|Risk-free interest rate                   |  |         | 0.04            
|Dividend yield                            |  |         | 0               
|Volatility factor                         |  |         | 49 – 50         
|Term                                      |  |         | 0.25 – 0.31 year



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



|                                                 |  | Initial Valuations |             |   | May 31, 2013 |  
|------------------------------------------------ |  | ------------------ | ----------- | - | ------------ | -
|Market value of common stock on measurement date |  |                    | $1.27-$2.05 |   |              | $
|Adjusted exercise price                          |  |                    | $1.65-$2.50 |   |              |  
|Risk free interest rate                          |  |                    | 0. 36-0.65  | % |              |  
|Warrant lives in years                           |  |                    | 3           |   |              |  
|Expected volatility                              |  |                    | 162-169     | % |              |  
|Expected dividend yields                         |  |                    | 0           | % |              |  
|Offering price range                             |  |                    | $1.49-2.72  |   |              |  



F-9







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



Foreign currency



The financial statements of the Company’s
subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into
the reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities.  The
capital accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses
items are translated at the average exchange rate for the period.  Translation adjustments are included in other comprehensive
income within stockholders’ deficit.



Gain or losses from foreign currency transactions
are recognized in income.



Concentration of credit risk



Cash is maintained in bank accounts which,
at times, may exceed insured limits.  The Company has not experienced any losses in such accounts and does not believe
it is exposed to any significant credit risk on cash.



Net loss per common share



Basic and diluted net loss per common
share has been calculated by dividing the net loss available to common stockholders by the basic and diluted weighted average
number of common shares outstanding.  Common stock equivalents pertaining to the convertible debt, options, warrants
and convertible preferred shares were not included in the computation of diluted net loss per common share because the effect
would have been anti-dilutive due to the net loss for the years ended May 31, 2013 and 2012.



Stock Based Payments



We account for share-based awards to employees
in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured
at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally
the vesting period) on the straight-line attribute method.  Share-based awards to non-employees are accounted for in
accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related
services are rendered.



Recently issued accounting pronouncements



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



Reclassification



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



NOTE 3 – GOING CONCERN



As shown in the accompanying consolidated
financial statements, the Company had a net loss of $8,179,193 for the year ended May 31, 2013 and had a working capital deficit
as of May 31, 2013 of $4,931,427. These conditions raise substantial doubt about the Company’s ability to continue as a
going concern.



The Company intends to raise additional
working capital either through debt or equity financing. The consolidated financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.



F-10







NOTE 4 – DISCONTINUED OPERATIONS



In November 2011, the Company determined
that it would cease all operations in Turkey and sell its Turkish subsidiary, including its investment in the mining company.
As a result, the Company has identified the assets and liabilities of the Turkish subsidiary as assets and liabilities of discontinued
operations at May 31, 2013 and 2012 and has segregated its operating results and presented them separately as a discontinued operation
for all periods presented.



A summarized operating result for
discontinued operations is as follows:



|                                                                |  | Year Ended May 31, |         
|--------------------------------------------------------------- |  | ------------------ | --------
|                                                                |  | 2013               |         
|Revenues                                                        |  | $                  | -       
|Professional fees, selling, general and administrative expenses |  |                    | -       
|Impairment in Investment in Mining Company                      |  |                    | -       
|Total operating expenses                                        |  |                    | -       
|Loss from operations                                            |  |                    | -       
|Other income (expense)                                          |  |                    | -       
|Interest expense, net                                           |  |                    | (316,765
|Gain on extinguishment of debt                                  |  |                    | -       
|Foreign currency loss                                           |  |                    | -       
|Total other expense                                             |  |                    | (316,765
|Loss from discontinued operations                               |  | $                  | (316,765



The losses from discontinued operations
above do not include any income tax effect as the Company was not in a taxable position due to its continued losses and a full
valuation allowance.



Summary of liabilities of discontinued
operations is as follows:



|                                                     |  | May 31, 2013 |           |  | May 31, 2012 |  
|---------------------------------------------------- |  | ------------ | --------- |  | ------------ | -
|Accounts payable and accrued expenses                |  | $            | 1,187,212 |  |              | $
|Accrued interest                                     |  |              | 527,766   |  |              |  
|Short-term debt, net                                 |  |              | 735,329   |  |              |  
|Total current liabilities of discontinued operations |  | $            | 2,450,307 |  |              | $



Investment in Mining Company, at cost



On April 29, 2010, the Company entered
into a nonbinding share transfer and shareholders agreement with Endeks Holding and Avrasya Yapi for the purchase of 50% of their
ownership in Exxaro Madencilik Sanayi ve Ticaret A.S. Company (“Exxaro”). Exxaro’s principal asset is an iron
ore mine.  In May 2010, the Company made an advance payment to the sellers of €1,000,000 ($1,284,673) and the balance
was due June 15, 2010 but then extended as a result of a 975,000 TRL ($619,661) payment made to the sellers on June 16, 2010.  During
May 2011, $660,552 of these deposits were returned by Avrasya Yapi and was used to pay off the Company’s existing line of
credit.



On June 30, 2011, the Company entered
into a Share Purchase Agreement with Avrasya Yapi Yaturum Hizmetleri A.S. (the “Seller”).  The Company agreed
to acquire from the Seller 50% of the Seller’s shares  in Maksor Madencilik Sanayi Ve Ticaret Anonim Sirketi (previously
known as Exxaro Madencilik Sanayi ve Ticaret A.S. prior to its name change on May 17, 2011) for cash, and the issuance of certain
TurkPower common shares and warrants.   The Seller accepted the €1,000,000 deposit paid in May 2010 as the
initial payment and the Company paid the Seller an additional €500,000 ($716,886) during the year ended May 31, 2012.



The Company issued to the shareholders
of the Seller 1,666,667 common shares on July 12, 2011, which were valued at $4.80 per share, the closing price on that day for
a total value of $8,000,000. On September 16, 2011, the Company issued another 1,000,000 common shares valued at $3.23, the closing
price on that day for a total value of $3,225,000.



F-11







The Company also issued to the Seller
226,667 warrants to purchase common shares on September 14, 2011 which were valued at $587,173.  The warrants were valued
using the Black-Scholes option pricing model on the issuance date with the following assumptions: stock price on the measurement
date of $3.15; term of 3 years; expected volatility of 171% and discount rate of 0.35%.



The Company reviews its investment in
the mining company for impairment on an annual basis, or as events or circumstances might indicate that the carrying value of
the investment may not be recoverable. As at May 31, 2012, the Company determined that its investment in the mining company was
fully impaired.  As a result, the Company recorded an impairment of $13,859,231 on its investment in the mining company,
which is included in the loss from discontinued operations.



Short-term debt included in Liabilities of Discontinued
Operations



As of May 31,
2013 and 2012, the Company owes $735,329 and $746,454, respectively, to an unrelated party. These amounts are included in liabilities
of discontinued operations. The loan is unsecured, bears annual interest at 25.0% and matured on December 15, 2011. While delinquent,
the Turkish subsidiary is required to pay 2.5% interest per month on the principal balance to the lender. As of May 31, 2013 and
2012, accrued interest related to this note, included in liabilities of discontinued operations, is $527,766 and $216,420, respectively.
The Company recorded interest expense of $316,765 and $317,876 for the years ended May 31, 2013 and 2012. As of May 31, 2013,
this loan is in default.



NOTE 5 –
DEPOSIT ON ACQUISITION OF ZINCO DO BRASIL MINERACAO LTDA.



On August 14,
2012, the Company agreed with Ouro do Brasil Holdings Ltd. (“OBH”) and IMS Engenharia Mineral Ltda. (“IMS”)
for the proposed acquisition of 99.9% of Zinco do Brasil Mineracao Ltda., a company to be formed under the laws of Brazil (“ZBM”),
which will be owned by OBH and IMS. Pursuant to the agreement, the Company will acquire 99.9% of ZBM in exchange for (i) 7,166,667common
shares to OBH and (ii) 1,075,000 Series C preferred shares to IMS (the “IMS Shares”). The Company also agreed to raise
$17 million which will be used to complete the acquisition of the zinc project.



As of the date of this filing, ZBM has
not been formed and the transaction has not been completed, although some of the shares have been issued. As of May 31, 2013,
1,074,999 Series C preferred shares and 4,711,714 common shares have been issued. The fair value of OBH shares and IMS shares
issued as of May 31, 2013of $210,320 has been recorded as a deposit on the acquisition (see
Note 7). The fair value of the shares issued were based on the enterprise value done by a valuation expert. In the event that
the acquisition is not consummated, IMS shall have the right to rescind the agreement and the obligations of both parties shall
be terminated and the contemplated transaction is voided as if the agreement was never entered into.



On February 13, 2013, Zinco, OBH and IMS
entered into a modification of the Agreement, dated August 14, 2012, to extend the date by which Zinco is required to raise $6,000,000
or such amount necessary to satisfy payment to Vale S.A. to complete the acquisition of the zinc mine until June 14, 2013.



On June 14, 2013, the Registrant, OBH
and IMS entered into a modification of the Binding Agreement dated August 14, 2012, as amended on February 13, 2013, to extend
the date by which the Registrant is required to raise $6,000,000 or such amount necessary to satisfy payment to Vale S.A. to complete
the acquisition of the zinc mine, until September 14, 2013.



NOTE 6 – CONVERTIBLE DEBT



Six-Month Secured Convertible Debenture
issued with warrants



On August 22,
2011, the Company issued a $250,000 secured convertible debenture to a third party together with 75,758 common shares and warrants
to purchase 73,333 shares of common stock with a term of one (1) year and an exercise price $3.75 per share. The secured debenture
was due on the earlier of 1) six months (February 22, 2012) or 2) upon the Company’s receipt of $500,000 of debt or equity
proceeds and, together with any unpaid interest, are convertible into common shares at a conversion rate of $3.75 per share. On
February 29, 2012, the Company and the noteholder agreed to extend the maturity date of the secured debenture to June 22, 2012
in exchange for 216,684 common shares. Further, the 73,333 warrants issued in connection with the secured debenture were modified
by (i) extending its expiration date for another twelve months to September 1, 2013 (ii) lowering the exercise price from $3.75
to $1.91 per warrant share and (iii) increasing the number of common shares exercisable from 73,333 shares to 146,667 shares.



F-12







The Company evaluated the modification
and determined that it was substantial and was therefore accounted as an extinguishment of debt.  Consequently, the
fair value of the common shares of $549,294, the fair value of the additional warrants and the incremental fair value of the modified
warrants of $202,549 was recorded as loss on debt extinguishment during the year ended May 31, 2012.  Simultaneously,
the Holder converted $6,186 of the interest owed into 1,650 common shares.



On July 21, 2012
the Company entered into an agreement with the holder to extend the maturity date of the secured debenture to November 1, 2012
and to convert $25,000 of accrued interest to principal. Under the terms of the new agreement, the conversion price of the debt
was changed from $3.75 per share to $1.50 per share. Additionally, the 146,667 1-year warrants issued in connection with the secured
debenture were modified, lowering the exercise price from $1.91 to $1.50 per share and the holder was issued an additional 533,333
shares of common stock, valued at $623,200.



On January 22,
2013, the Company entered into an agreement with the holder to further extend the maturity date of the secured debenture to May
1, 2013 and to pay $175,000 of principal and all accrued interest on or before February 28, 2013. In addition, the company agreed
to issue 266,667 common stock shares valued at $800,000.



The Company evaluated
the modification and determined that it was substantial and was therefore accounted for as an extinguishment of debt. Consequently,
the fair value of the 800,000 common shares of $1,423,200 and the incremental fair value of the modified warrants of $8,276 was
recorded as loss on debt extinguishment.



As of May 31,
2013, the outstanding balance on the debenture amounted to $275,000 and the debenture is currently in default.



One Year Term Debentures



Fiscal year
2013

During the year
ended May 31, 2013, the Company borrowed $32,000 by issuing a convertible debenture to a related party together with 2,133 common
shares. The convertible debenture bears annual interest at 18%, matures in one year and, together with any unpaid interest is
convertible into common shares at a conversion rate of $3.75 per share. The relative fair value of the shares at the time of issuance
was $1,953 and was recorded as a debt discount and a corresponding increase in equity. The discount is amortized to interest expense
over the term of the debenture using the effective interest method.



The convertible
debenture was analyzed for a beneficial conversion feature at which time it was concluded that no beneficial conversion feature
exists. The Company also analyzed the convertible debentures for derivative accounting consideration and determined that derivative
accounting does not apply to these instruments.



Fiscal year
2012



On various dates from June 1, 2011 to
May 31, 2012, the Company borrowed $2,385,000 by issuing convertible debentures to third parties together with 159,000 common
shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, are
convertible into common shares at a conversion rate of $3.75 per share. The relative fair value of the 159,000 common shares at
the time of issuance was $443,248 and was recorded as a debt discount with a corresponding increase in equity. The discount is
amortized to interest expense over the terms of the debentures using the effective interest method.



The Company also issued $160,000 of the
convertible notes (of which $20,000 was related party) along with 10,667 common shares for services and recorded stock compensation
expense of $237,750 based on the fair value of the common stock into which it could be converted.



The convertible debentures were analyzed
for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed for certain convertible
debentures. The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $409,734.
This amount was recorded as a debt discount and is being amortized to interest expense over the terms of the debentures.



F-13







The Company analyzed the convertible debentures
for derivative accounting consideration and determined that derivative accounting does not apply to these instruments.



Fiscal year
2011



On various dates from March 7, 2011 to
May 31, 2011, the Company issued convertible debentures totaling $1,018,159 to third party and related party investors together
with 67,877 common shares ($143,159 of these convertible debentures were issued to a related party, of which $50,000 was paid
on November 3, 2011).  The convertible debentures bear annual interest at 18%, mature in one year and, together with
any unpaid interest, are convertible into common shares at a conversion rate of $3.75 per share. The relative fair value of the
67,877 common shares at the time of issuance was $255,814 and was recorded as a debt discount with a corresponding increase in
equity. The discount is amortized to interest expense over the terms of the debentures using the effective interest method.



The convertible debentures were analyzed
for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed for all of the
convertible debentures. The beneficial conversion feature was measured using the commitment-date stock price and was determined
to be $509,114. This amount was recorded as a debt discount and is being amortized to interest expense over the terms of the debentures.



The Company analyzed the convertible debentures
for derivative accounting consideration and determined that derivative accounting does not apply to these instruments



On January 6, 2012, an investor converted
$113,660 of convertible debenture and accrued interest into 30,059 common shares. The unamortized discount of $38,483 was expensed
in the current period as interest expense.



During the year ended May 31, 2012, three
convertible debentures were modified to extend their respective maturity dates and 26,667 shares were issued to the respective
holders as consideration for the extension. The Company evaluated the modification and determined that it was substantial and
was therefore accounted as an extinguishment of debt.  Consequently, the fair value of the common shares of $75,750
was recorded as loss on debt extinguishment during the year ended May 31, 2012.



During the year ended May 31, 2012, the
Company made principal payments of $50,000 on the above convertible debentures.



Conversions



During the year
ended May 31, 2013 the Company converted $ 2,943,159 of convertible debt and accrued interest of $907,148 into 2,566,870 common
shares. In order to induce conversion, the conversion price on these debentures was modified from $3.75 per share to $1.50 per
share. The Company accounted for the conversion as induced conversion under the guidance of FASB ASC 470-20. Consequently, the
Company recognized a debt conversion expense of $2,195,830 which is equivalent to the fair value of the incremental shares issued
as a result of the reduction in the conversion price.



Debt Modification



On May 3, 2013
the Company entered into an agreement with a debt-holder to extend the maturity date of several debentures totaling to $200,000
with original maturity dates ranging from December 22, 2010 through March 25, 2012 to April 26, 2014 and to change the annual
interest rate from 18% to 20%. As a result of this extension, the holder was issued 15,000 common shares valued at $30,300. Likewise,
under the same agreement, a portion of a $650,000 debenture amounting to $350,000 and the unpaid interest of $143,057 was converted
to 328,704 common shares using a conversion price of $1.50 per share. The payment terms for the balance of $300,000 was amended
as follows:



| | a) | $100,000 upon execution of the
                                                                agreement
| | -- | --------------------------------------------------------------------------------------------------------

| | b) | $100,000 upon receipt by the Company
                                                                of investments amounting to$500,000 or greater
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | $100,000 upon receipt by the Comopany
                                                                of additional investments amounting to $500,000 or more
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Likewise, the
annual interest rate of 18% was increased to 20%. The first principal payment of $100,000 was made in May 2013.



F-14







The Company evaluated
the modification and determined that it was substantial and was therefore accounted for as an extinguishment of debt. Consequently,
the fair value of the 15,000 common shares of $30,300 and excess of the shares issued against the carrying value of the debt of
$170,925 was recorded as loss on debt extinguishment.



As of May 31,
2013, the balance of all convertible debentures was $1,107,000 (including related party debentures totaling $32,000) which includes
convertible debentures that are currently in default and subjected to a default interest of 20% amounting to $707,000.



180-Day Convertible Promissory Notes



During the year ended May 31, 2012, the
Company issued four 180-day convertible promissory Notes (“180-day notes) to third party investors for $150,000, with maturity
dates ranging from August 20, 2013 through September 7, 2013. The 180-day notes are convertible into common shares at the conversion
price of $1.50 per share, carry interest rates of 18% per annum and a 10% debt discount $15,000 due on maturity date. In conjunction
with the 180-day notes, the Company also issued a total of 25,002 warrants with a fair value of $34,765 on the issuance date.
The warrants were determined to be a derivative due to the reset provision in their exercise prices and the related fair value
was recognized as a debt discount with a corresponding credit to derivative liability.



The 180-day notes
were analyzed for a beneficial conversion feature and concluded that beneficial conversion feature exists amounting to $53,265.



The total of
the original issue discount of $15,000, the warrant fair value of $34,765, and beneficial conversion feature of $53,265 were recognized
as a debt discount and amortized over the term of the notes.



60-Day Promissory Notes



During the year ended May 31, 2013, the
Company issued two 60-day promissory notes (“60-day notes”) to third party investors for $30,000. The 60-day notes
matured on April 5, 2013, carry interest rate of 8% per annum and a 10% debt discount due on maturity date. The notes were paid
by the Company prior to the maturity date and the discount was fully amortized on the date of payment.



For
the years ended May 31, 2013 and 2012, debt discount amortization recorded to interest, for the convertible debentures, 180-day
notes and 60-day notes, amounted to $324,054 and $1,539,456, respectively.



NOTE 7 – STOCKHOLDERS’
EQUITY



During the year ended May 31, 2013, the
Company designated 1,000 shares of its preferred stock as Series B Convertible Preferred Stock with a par value of $0.0001 per
share, 1,100,000 of its preferred stock as Series C Convertible Preferred Stock with a par value of $0.001 per share and 1,200,000
of its preferred stock as Series D Convertible Preferred with a par value of $0.001.



The Series B and Series C Convertible
Preferred Stock are convertible into 6,667 and 7 common shares, respectively.



The Series D Convertible Preferred Stock
is convertible into 7 common shares and include 12% cumulative annual dividend payable semiannually on November 30 and May 31.
The accrued dividend is also convertible into common shares.



The Company had the following equity transactions during the
year ended May 31, 2013:



| | · | In
                                                                                                               August 2012, the
                                                                                                               Company converted
                                                                                                               240 Series A preferred
                                                                                                               shares into 4,160,000
                                                                                                               common shares.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Convertible
                                                                                                               debentures totaling
                                                                                                               $3,293,159 and
                                                                                                               accrued interest
                                                                                                               of $1,050,205 were
                                                                                                               converted into
                                                                                                               2,895,574 common
                                                                                                               shares (see Note
                                                                                                               6).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 800,000
                                                                                                               common shares and
                                                                                                               warrants with a
                                                                                                               fair value of $1,431,476
                                                                                                               were issued in
                                                                                                               connection with
                                                                                                               the modification
                                                                                                               of debt (see Note
                                                                                                               6).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 15,000
                                                                                                               common shares with
                                                                                                               a fair value of
                                                                                                               $30,300 were issued
                                                                                                               to an unrelated
                                                                                                               party in connection
                                                                                                               with the modification
                                                                                                               of several convertible
                                                                                                               debentures (see
                                                                                                               Note 6).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 2,133
                                                                                                                             common
                                                                                                                             shares
                                                                                                                             with
                                                                                                                             a
                                                                                                                             fair
                                                                                                                             value
                                                                                                                             of
                                                                                                                             $1,953
                                                                                                                             were
                                                                                                                             issued
                                                                                                                             to
                                                                                                                             a
                                                                                                                             related
                                                                                                                             party
                                                                                                                             in
                                                                                                                             connection
                                                                                                                             with
                                                                                                                             the
                                                                                                                             issuance
                                                                                                                             of
                                                                                                                             a
                                                                                                                             convertible
                                                                                                                             debenture
                                                                                                                             for
                                                                                                                             $32,000
                                                                                                                             (see
                                                                                                                             Note
                                                                                                                             6).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-15







| | · | 10,000
                                                                                                               common shares with
                                                                                                               a fair value of
                                                                                                               $33,000 were issued
                                                                                                               to a lender as
                                                                                                               consideration for
                                                                                                               the waiver in the
                                                                                                               default of his
                                                                                                               respective convertible
                                                                                                               debentures
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 859,022
                                                                                                               common shares with
                                                                                                               a fair value of
                                                                                                               $1,248,270 were
                                                                                                               issued for services
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 60,379
                                                                                                               common shares with
                                                                                                               a fair value of
                                                                                                               $68,056 were issued
                                                                                                               as settlement of
                                                                                                               accounts payable
                                                                                                               and accrued director’s
                                                                                                               fees
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 1,074,999
                                                                                                               Series C Convertible
                                                                                                               Preferred Stock
                                                                                                               with a fair value
                                                                                                               of $137,587 and
                                                                                                               4,711,714 common
                                                                                                               shares with a fair
                                                                                                               value of $72,733
                                                                                                               were issued as
                                                                                                               a deposit on the
                                                                                                               acquisition of
                                                                                                               ZBM.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                                                                                                             Company
                                                                                                                             received
                                                                                                                             subscriptions
                                                                                                                             in
                                                                                                                             the
                                                                                                                             aggregate
                                                                                                                             of
                                                                                                                             $1,500,000
                                                                                                                             for
                                                                                                                             150,000
                                                                                                                             shares
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Company’s
                                                                                                                             Series
                                                                                                                             D
                                                                                                                             Convertible
                                                                                                                             Preferred
                                                                                                                             Stock
                                                                                                                             plus
                                                                                                                             warrants
                                                                                                                             to
                                                                                                                             purchase
                                                                                                                             an
                                                                                                                             additional
                                                                                                                             250,000
                                                                                                                             common
                                                                                                                             shares
                                                                                                                             at
                                                                                                                             an
                                                                                                                             exercise
                                                                                                                             price
                                                                                                                             of
                                                                                                                             $2.25
                                                                                                                             per
                                                                                                                             share
                                                                                                                             and
                                                                                                                             a
                                                                                                                             term
                                                                                                                             of
                                                                                                                             three
                                                                                                                             years.
                                                                                                                             As
                                                                                                                             consideration
                                                                                                                             for
                                                                                                                             acquiring
                                                                                                                             these
                                                                                                                             subscriptions,
                                                                                                                             the
                                                                                                                             Company
                                                                                                                             paid
                                                                                                                             commissions
                                                                                                                             of
                                                                                                                             $50,000
                                                                                                                             which
                                                                                                                             have
                                                                                                                             been
                                                                                                                             deducted
                                                                                                                             from
                                                                                                                             the
                                                                                                                             proceeds
                                                                                                                             on
                                                                                                                             these
                                                                                                                             subscriptions
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                                                                                                             Company
                                                                                                                             converted
                                                                                                                             240
                                                                                                                             preferred
                                                                                                                             shares
                                                                                                                             to
                                                                                                                             4,160,000
                                                                                                                             common
                                                                                                                             shares.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                                                                                               Company received
                                                                                                               $72,000 from the
                                                                                                               sale of 180,000
                                                                                                               common shares,
                                                                                                               of which 133,333
                                                                                                               and 46,667 were
                                                                                                               issued during the
                                                                                                               years ended May
                                                                                                               31, 2012 and 2011,
                                                                                                               respectively.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 74,000
                                                                                                               fully vested common
                                                                                                               shares and 240
                                                                                                               Series A Convertible
                                                                                                               Preferred Stock
                                                                                                               were issued to
                                                                                                               consultants and
                                                                                                               an employee for
                                                                                                               services provided
                                                                                                               to the Company
                                                                                                               and recorded the
                                                                                                               stock-based compensation
                                                                                                               of $11,598,657
                                                                                                               which is equivalent
                                                                                                               to the fair value
                                                                                                               of the shares at
                                                                                                               the date of grant.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOTE 8– STOCK OPTIONS AND WARRANTS



Stock option activity for year ended May 31, 2013 is presented
in the table below:



|                            |  | Number of  Shares |           |   | Weighted-  average  Exercise  Price |   |      | Weighted-  average  Remaining  Contractual  Term (years) |  |  | Aggregate  Intrinsic  Value | 
|--------------------------- |  | ----------------- | --------- | - | ----------------------------------- | - | ---- | -------------------------------------------------------- |  |  | --------------------------- | 
|Outstanding at May 31, 2012 |  |                   | 1,177,778 |   |                                     | $ | 5.25 |                                                          |  |  | 6.31                        | 
|Granted                     |  |                   | -         |   |                                     | $ | -    |                                                          |  |  | -                           | 
|Forfeited                   |  |                   | (348,333  | ) |                                     | $ | 5.25 |                                                          |  |  | -                           | 
|Outstanding at May 31, 2013 |  |                   | 829,445   |   |                                     | $ | 3.82 |                                                          |  |  | 4.16                        | 
|Exercisable at May 31, 2013 |  |                   | 462,778   |   |                                     | $ | 5.25 |                                                          |  |  | 0.91                        | 



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



Warrants



Warrant activity is presented in the table below:



|                            |  | Number of  Shares |         |  | Weighted-  average  Exercise  Price |   |      | Weighted-  average  Remaining  Contractual  Term (years) |  |  | Aggregate  Intrinsic  Value | 
|--------------------------- |  | ----------------- | ------- |  | ----------------------------------- | - | ---- | -------------------------------------------------------- |  |  | --------------------------- | 
|Outstanding at May 31, 2012 |  |                   | 373,333 |  |                                     | $ | 3.15 |                                                          |  |  | 1.88                        | 
|Granted                     |  |                   | 385,002 |  |                                     | $ | 2.57 |                                                          |  |  | -                           | 
|Outstanding at May 31, 2013 |  |                   | 758,335 |  |                                     | $ | 3.16 |                                                          |  |  | 1.84                        | 
|Exercisable at May 31, 2013 |  |                   | 733,335 |  |                                     | $ | 3.09 |                                                          |  |  | 1.82                        | 



F-16







NOTE 9 - RELATED PARTY TRANSACTIONS



The Company received
non-interest bearing advances from shareholders totaling $67,600 and made repayments of $172,266 during the year ended May 31,
2013. As of May 31, 2013, amounts due to these shareholders totaled $35,841.



During the year
ended May 31, 2013, the Company paid expenses totaling $666,091 on behalf of their CEO and these costs were included in selling,
general and administrative expense.



NOTE 10 – INCOME TAXES



At May 31, 2013 and 2012, the Company
had net operating loss carry–forwards for U.S. Federal income tax purposes of approximately $32,000,000 and $23,000,000,
respectively that may be offset against future taxable income through 2032.  Availability of loss usage is subject to
change of ownership limitations under Internal Revenue Code 382.  No tax benefit has been recognized with respect to
these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization
of the Company’s net deferred tax assets as of May 31, 2013 and 2012 of approximately $10,850,000 and $7,800,000, respectively,
was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset
by a valuation allowance.



The Company recognizes interest and/or
penalties related to income tax matters in income tax expense. The Company did not have any uncertain income tax positions or
accrued interest or penalties included in the consolidated balance sheets at May 31, 2013 and 2012, and did not recognize any
interest and/or penalties in the consolidated statements of operations during the years ended May 31, 2013 and 2012.



Deferred tax assets consist of the tax
effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because
of the uncertainty regarding its realizability.



NOTE 11 – COMMITMENT AND CONTINGENCIES



On December 26, 2011, the Company commenced
a lawsuit against Nalan Oral and Seluck Oral, the shareholders of Avrasya Yapı Yatırım Hizmetleri A.Ş., in
the United States District Court for the Southern District of New York alleging the defendants breached the Mine Purchase Agreement
and seeking to cancel the 2,666,667 shares of Common Stock and 226,667 warrants issued to the defendants in connection with the
Mine Purchase Agreement. The Company is also seeking damages of $6,000,000 from the defendants for breach of contract.



On October 2, 2012, the Company was served
with a Summons and Notice of Motion for Summary Judgment in an action entitled Turigay Affiliates Corp. v. TurkPower Corporation,
Index No. 653415/2012, Supreme Court, New York County. The Plaintiff is seeking repayment of amounts loaned to the Company’s
Turkish subsidiary. The Company has opposed the plaintiff’s motion and asserted a number of defenses including fraud and
the forgery of the signatures of certain of the Company’s officers. At a hearing on May 8, 2013, the court granted the Plaintiff’s
Motion for Summary Judgment in lieu of complaint for repayment of €450,000. A judgment has not yet been entered in this matter.



The liability related to this loan is
included under Liabilities of discontinued operation in the consolidated balance sheets.



Except as disclosed above, the Company
is not a party to any other material pending legal proceedings nor is the Company aware of any threatened or contemplated proceeding
by any governmental authority against the Company.



NOTE 12 - SUBSEQUENT EVENTS



In June 2013, the Company appointed Daniel
J. Kunz as its Executive Chairman of the Board of Directors and, effective September 1, 2013, its Chief Executive Officer. Also
on June 17, 2013, Ryan E. Hart was appointed to serve as Vice Chairman of the Board of Directors. Mr. Hart will continue to serve
as Chief Executive Officer until September 1, 2013. As compensation for these roles, the Company agreed to compensate Mr. Kunz
in the amount of $30,000 per month, 1,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”)
which vest after three years and warrants to purchase another 1,000,000 shares of Common Stock at an exercise price of $1.72 per
share equal to the closing price as of June 17, 2013.



F-17







In June 2013, the Company issued a 60-day
promissory note (“60-day note”) to a third party investor for $20,000. The 60-day note matured on August 6, 2013,
carries interest at a rate of 8% per annum and a 10% debt discount due on maturity date.  This note is currently in default.



In June 2013, the Company accepted subscriptions
in the aggregate of $200,000 for 20,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase
an additional 33,333 common shares, at an exercise price of $2.25 per share, which expire in three (3) years.



In July 2013, the Company accepted subscriptions
in the aggregate of $250,000 for 25,000 shares of the Company’s Series D Convertible Preferred Stock plus warrants to purchase
an additional 41,667 common shares, at an exercise price of $2.25 per share, which expire in three (3) years.



F-18







SIGNATURES



Pursuant to the requirements
of the Section 13 or 15(d) of the Exchange Act, Zinco Do Brasil, Inc. has duly caused this report to be signed on its behalf by
the undersigned persons, and in the capacities so indicated on September 13, 2013.



| |  | ZINCO DO BRASIL, INC.
| |  | ---------------------
| |  |                      
| |  | By:                  
| |  |                      
| |  |                      
| |  |                      
| |  |                      
| |  | By:                  
| |  |                      
| |  |                      
| |  |                      



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated below.



|Signature                      |  | Title                                                              |  | Date              
|------------------------------ |  | ------------------------------------------------------------------ |  | ------------------
|                               |  |                                                                    |  |                   
|/s/ Daniel J. Kunz             |  | Chief Executive Officer, Executive Chairman                        |  | September 13, 2013
|                               |  |                                                                    |  |                   
|/s/ Ryan E. Hart               |  | Chief Executive Officer and Chief Financial Officer; Vice Chairman |  | September 13, 2013
|Ryan E. Hart                  
|                              
|/s/ Ahmet Calik                |  | Director                                                           |  | September 13, 2013
|Ahmet Calik                    |  |                                                                    |  |                   
|                               |  |                                                                    |  |                   
|/s/ Juvenil Felix              |  | Director                                                           |  | September 13, 2013
|Juvenil Felix                  |  |                                                                    |  |                   
|                               |  |                                                                    |  |                   
|/s/ Mustafa Askay              |  | Director                                                           |  | September 13, 2013
|Mustafa Askay                  |  |                                                                    |  |                   
|                               |  |                                                                    |  |                   
|/s/ Adriano Epeschit           |  | Director; Chief Operating Officer                                  |  | September 13, 2013
|Adriano Epeschit               |  |                                                                    |  |                   
|                               |  |                                                                    |  |                   
|/s/ Jose Mendo Mizael de Souza |  | Director                                                           |  | September 13, 2013
|Jose Mendo Mizael de Souza     |  |                                                                    |  |                   
|                               |  |                                                                    |  |                   
|/s/ Edward Dowling             |  | Director                                                           |  | September 13, 2013
|Edward Dowling                 |  |                                                                    |  |                   



26