UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q





| | x | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------
| |   | FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012                                    





OR



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

1934



Commission file number 333-178472



TRIO RESOURCES, INC.



(Exact name of registrant as specified in its charter)







|Nevada                                                                 | 1000                                                             | 99-0369568                               
|---------------------------------------------------------------------- | ---------------------------------------------------------------- | -----------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (Primary Standard Industrial
        Classification Code Number) | (IRS Employer
        Identification No.)







(Address, including zip code, Telephone and Facsimile
Number including area code, of Registrant	s

Principal Executive Offices)



100 King Street West,

Suite 5600

Toronto, ON M5X 1C9



Telephone +416-409-2802

____________________________

(Address and telephone number of principal executive
offices)



Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months

(or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for

the last 90 days.

YES x NO  ̈



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting

company. See the definitions of	large accelerated
filer,	accelerated filer,	non-accelerated filer,	and	smaller reporting company	in

Rule 12b-2 of the Exchange Act.



Large accelerated filer ̈

Accelerated filer ̈

Non-accelerated filer ̈

Smaller reporting companyx



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈ NO x





State the number of shares outstanding of each of the issuer	s classes of common equity, as of the
latest practicable date: 338,100,000 as of December 31, 2012.





1







TABLE OF CONTENTS







|PART I FINANCIAL INFORMATION |                                                                                      
|---------------------------- | -------------------------------------------------------------------------------------
|Item 1                       | Condensed Consolidated Financial Statements                                          
|                             | Condensed Consolidated Balance Sheets as at December 31, 2012 and September 30, 2012 
|                             | Condensed Consolidated Statement of Operations and Comprehensive Loss                
|                             | Condensed Consolidated Statements of Shareholders’ Deficit                           
|                             | Condensed Consolidated Statements of Cash Flows                                      
|                             | Notes to Consolidated Financial Statements                                           
|Item 2.                      | Management s Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                      | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4.                      | Controls and Procedures                                                              
|PART II OTHER INFORMATION    |                                                                                      
|Item 1                       | Legal Proceedings                                                                    
|Item 2.                      | Unregistered Sales of Equity Securities and Use of Proceeds                          
|Item 3                       | Defaults Upon Senior Securities                                                      
|Item 4                       | Mine Safety Disclosures                                                              
|Item 5                       | Other Information                                                                    
|Item 6                       | Exhibits                                                                             
|                             | Signatures                                                                           





2









Trio Resources,
Inc.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED

INTERIM FINANCIAL STATEMENTS

INDEX



|Condensed Consolidated Balance Sheet as of December
    31, 2012, unaudited and September 30, 2012                                                                                                 | 4   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                   |     
|Condensed Consolidated Statement of Operations and Comprehensive
    Loss for the three months ended December 31, 2012, and the period from May 16, 2012 (Inception) December 31, 2012 (unaudited) | 5   
|                                                                                                                                                                                                   |     
|Condensed Consolidated Interim Statement of Stockholders’
    Deficit for the period from May 16, 2012 (Inception) to December 31, 2012 (unaudited)                                                | 6   
|                                                                                                                                                                                                   |     
|Condensed Consolidated Interim Statement of Cash Flows for the
    three months ended December 31, 2012, and from May 16, 2012 (Inception) to December 31, 2012(unaudited)                         | 7   
|                                                                                                                                                                                                   |     
|Notes to Condensed Consolidated Interim Financial Statements                                                                                                                                       | 8-16



3







Trio Resources, Inc.

(An Exploration Stage Company)

Condensed Consolidated

Balance Sheets

Expressed in US Dollars

(unaudited)










|                                                              |  | As At             |            |   | As At              |  
|------------------------------------------------------------- |  | ----------------- | ---------- | - | ------------------ | -
|                                                              |  | December 31, 2012 |            |   | September 30, 2012 |  
|                                                              |  | (unaudited)       |            |   |                    |  
|CURRENT ASSETS                                                |  |                   |            |   |                    |  
|Cash                                                          |  | $                 | 4,502      |   |                    | $
|Inventory                                                     |  |                   | 1,592      |   |                    |  
|Other receivables                                             |  |                   | 15,572     |   |                    |  
|Prepaid expenses                                              |  |                   | 66,272     |   |                    |  
|Total Current Assets                                          |  |                   | 87,938     |   |                    |  
|                                                              |  |                   |            |   |                    |  
|Loan receivable – related party (Note 6)                      |  |                   | 68,009     |   |                    |  
|Patented claim (Note 6)                                       |  |                   | 10,227     |   |                    |  
|Property and equipment, net (note 3)                          |  |                   | 124,289    |   |                    |  
|TOTAL ASSETS                                                  |  | $                 | 290,463    |   |                    | $
|                                                              |  |                   |            |   |                    |  
|CURRENT LIABLILITES                                           |  |                   |            |   |                    |  
|Accounts payable and accrued expenses                         |  | $                 | 204,951    |   |                    | $
|                                                              |  |                   |            |   |                    |  
|LONG TERM LIABILITIES                                         |  |                   |            |   |                    |  
|Convertible notes payable(Note 8)                             |  |                   | 1,181,212  |   |                    |  
|Convertible note payable–related party (Note 7)               |  |                   | 320,618    |   |                    |  
|Total Liabilities                                             |  |                   | 1,706,781  |   |                    |  
|                                                              |  |                   |            |   |                    |  
|SHAREHOLDERS’ DEFICIT                                         |  |                   |            |   |                    |  
|                                                              |  |                   |            |   |                    |  
|Common stock (note 4)                                         |  |                   | 338,100    |   |                    |  
|Excess of purchase price over net asset value (notes 6 and 7) |  |                   | (299,105   | ) |                    |  
|Additional paid in capital                                    |  |                   | 10,733     |   |                    |  
|Accumulated other comprehensive loss                          |  |                   | (23,177    | ) |                    |  
|Deficit accumulated during the exploration stage              |  |                   | (1,442,869 | ) |                    |  
|Total Shareholders’ Deficit                                   |  |                   | (1,416,318 | ) |                    |  
|TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT                   |  | $                 | 290,463    |   |                    | $



See accompanying notes to the unaudited condensed interim
consolidated financial statements



4







Trio Resources, Inc.

(An Exploration
Stage Company)

Condensed Consolidated

Statements of Operations and
Comprehensive Loss

Expressed in US
Dollars

(unaudited)














|                                                     |  |                    |             |   | Cumulative From   |  
|---------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | -
|                                                     |  |                    |             |   | May 16, 2012      |  
|                                                     |  | Three Months Ended |             |   | (inception) to    |  
|                                                     |  | December 31, 2012  |             |   | December 31, 2012 |  
|                                                     |  |                    |             |   |                   |  
|REVENUES                                             |  | $                  | -           |   |                   | $
|                                                     |  |                    |             |   |                   |  
|EXPENSES                                             |  |                    |             |   |                   |  
|Amortization                                         |  |                    | 3,336       |   |                   |  
|Corporate expenses                                   |  |                    | 567,098     |   |                   |  
|Interest expense                                     |  |                    | 50,150      |   |                   |  
|Exploration and development costs                    |  |                    | 66,217      |   |                   |  
|                                                     |  |                    |             |   |                   |  
|Total Expenses                                       |  |                    | 686,801     |   |                   |  
|                                                     |  |                    |             |   |                   |  
|NET LOSS                                             |  |                    | (686,801    | ) |                   |  
|                                                     |  |                    |             |   |                   |  
|Other comprehensive loss:                            |  |                    |             |   |                   |  
|Foreign currency translation adjustment              |  |                    | (12,881     | ) |                   |  
|                                                     |  |                    |             |   |                   |  
|COMPREHENSIVE LOSS                                   |  | $                  | (699,682    | ) |                   | $
|                                                     |  |                    |             |   |                   |  
|Weighted Average Number of common shares outstanding |  |                    | 273,459,140 |   |                   |  
|                                                     |  |                    |             |   |                   |  
|Loss Per Share                                       |  | $                  | 0.002       |   |                   |  



See accompanying notes to the unaudited condensed interim
consolidated financial statements



5







Trio Resources, Inc.

(An Exploration
Stage Company)

Interim Condensed Consolidated

Statement of Shareholders’ Deficit

Expressed in US Dollars

(unaudited)





|                                                                                 |  | CommonShares |             |  | Par Value |  |         | AdditionalPaid-InCapital |  |  | Excess ofpurchaseprice overnet assetvalue |  |  | Comprehensive
Income |          |   | AccumulatedDeficit |  |         | TOTAL | 
|-------------------------------------------------------------------------------- |  | ------------ | ----------- |  | --------- |  | ------- | ------------------------ |  |  | ----------------------------------------- |  |  | -------------------- | -------- | - | ------------------ |  | ------- | ----- | 
|                                                                                 |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|May 16, 2012 (Inception) Issuance of common shares (Note 1)                      |  |              | 213,000,000 |  |           |  | 213,000 |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|Excess of purchase price over net asset value                                    |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      | (299,105 | ) |                    |  |         |       | 
|Cumulative translation adjustment                                                |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  | (10,296 | )     | 
|                                                                                 |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|Deficit accumulated during period May 16, 2012 (Inception) to September 30, 2012 |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|                                                                                 |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|September 30, 2012                                                               |  |              | 213,000,000 |  |           |  | 213,000 |                          |  |  |                                           |  |  |                      | (299,105 | ) |                    |  | (10,296 | )     | 
|Acquisition of Allied Technologies Group, Inc. (Note 1)                          |  |              | 109,000,000 |  |           |  | 109,000 |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|Issuance of shares re: consulting agreement (Note 1)                             |  |              | 16,100,000  |  |           |  | 16,100  |                          |  |  | 10,733                                    |  |  |                      |          |   |                    |  |         |       | 
|Cumulative translation adjustment                                                |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  | (12,881 | )     | 
|Deficit accumulated during quarter ended December 31, 2012                       |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|                                                                                 |  |              |             |  |           |  |         |                          |  |  |                                           |  |  |                      |          |   |                    |  |         |       | 
|December 31, 2012                                                                |  |              | 338,100,000 |  |           |  | 338,100 |                          |  |  | 10,733                                    |  |  |                      | (299,105 | ) |                    |  | (23,177 | )     | 



Note 1: The Stock Split in the period ended December 31, 2012
resulted in negative Additional Paid In Capital. This has been charged to Accumulated Deficit as an Appropriation of Capital. The
stock split has been accounted for on a retrospective basis.



See accompanying notes to the unaudited condensed interim
consolidated financial statements



6







Trio Resources, Inc.

(An Exploration Stage Company)

Condensed Consolidated

Interim Statements of Cash Flows

Expressed in US Dollars

(unaudited)












|                                                                          |  |                    |          |   | Cumulative from   | 
|------------------------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | 
|                                                                          |  |                    |          |   | May 16, 2012      | 
|                                                                          |  | Three Months Ended |          |   | (inception) to    | 
|                                                                          |  | December 31, 2012  |          |   | December 31, 2012 | 
|                                                                          |  |                    |          |   |                   | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                      |  |                    |          |   |                   | 
|Net Loss                                                                  |  |                    | (686,801 | ) |                   | 
|Adjustment to reconcile net loss to net cash used by operating activities |  |                    |          |   |                   | 
|Amortization                                                              |  |                    | 3,336    |   |                   | 
|Changes in assets and liabilities                                         |  |                    |          |   |                   | 
|(Increase) in other receivable                                            |  |                    | (8,019   | ) |                   | 
|Decrease (increase) in inventory                                          |  |                    | 178      |   |                   | 
|(Increase) in prepaid expenses                                            |  |                    | (63,581  | ) |                   | 
|Increase in accounts payables and accrued expenses                        |  |                    | 142,275  |   |                   | 
|Stock based payment for services                                          |  |                    | 26,833   |   |                   | 
|Accretion interest on convertible note payable-related party              |  |                    | 22,483   |   |                   | 
|Other, net                                                                |  |                    |          |   |                   | 
|NET CASH USED BY OPERATING ACTIVITIES                                     |  |                    | (563,296 | ) |                   | 
|                                                                          |  |                    |          |   |                   | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                      |  |                    |          |   |                   | 
|Increase in patented claim(s)                                             |  |                    | 147      |   |                   | 
|Loan receivable-related party                                             |  |                    | 811      |   |                   | 
|Purchases of property and equipment                                       |  |                    | (11,828  | ) |                   | 
|NET CASH USED BY INVESTING ACTIVITIES                                     |  |                    | (10,870  | ) |                   | 
|                                                                          |  |                    |          |   |                   | 
|CASH FLOW FROM FINANCING ACTIVITIES                                       |  |                    |          |   |                   | 
|                                                                          |  |                    |          |   |                   | 
|Proceeds from convertible notes payable                                   |  |                    | 560,163  |   |                   | 
|Cash paid in acquisition                                                  |  |                    | 23,300   |   |                   | 
|                                                                          |  |                    |          |   |                   | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                 |  |                    | 583,463  |   |                   | 
|                                                                          |  |                    |          |   |                   | 
|Effect of exchange rate changes on cash                                   |  |                    | (12,881  | ) |                   | 
|                                                                          |  |                    |          |   |                   | 
|NET (DECREASE) INCREASE IN CASH                                           |  |                    | (3,584   | ) |                   | 
|CASH, BEGINNING OF PERIOD                                                 |  |                    | 8,086    |   |                   | 
|CASH, END OF PERIOD                                                       |  |                    | 4,502    |   |                   | 
|                                                                          |  |                    |          |   |                   | 
|NON CASH FINANCIAL ACTIVITIES                                             |  |                    |          |   |                   | 
|                                                                          |  |                    |          |   |                   | 
|Increase in Convertible Note Payable – Related Party                      |  |                    |          |   |                   | 
|Non cash investing and financing activities                               |  |                    |          |   |                   | 
|NON CASH FINANCIAL ACTIVITIES                                             |  |                    |          |   |                   | 



See
accompanying notes to the unaudited condensed interim consolidated financial statements



7







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated
Financial Statements

(Unaudited)

Expressed in US Dollars



| | 1. | Organization, Nature of Business, Going Concern and
Management Plans
| | -- | --------------------------------------------------------------------



Organization and Nature of Business



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



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



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



As a result of the Share Exchange, Trio became the
wholly owned subsidiary of the Company and the Trio Shareholders became the controlling shareholders of the Company, owning an
aggregate of 66.15% of the issued and outstanding shares of Common Stock. In connection with the Share Exchange, the Principal
Shareholder submitted a resignation letter resigning from his positions as the sole director and officer of the Company, effective
upon the closing of the Share Exchange, and the directors of Trio were appointed to the Board of Directors of the Company, and
the officers of Trio were appointed as the officers of the Company.



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



The Share Exchange was accounted for as a reverse takeover/recapitalization
effected by a share exchange, wherein Trio is considered the acquirer for accounting and financial reporting purposes. The effective
date of the Share Exchange Agreement is December 14, 2012 and all of the necessary accounting adjustments were fully reflected
in the December 31, 2012 unaudited condensed consolidated financial statements.



8







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated
Financial Statements

(Unaudited)

Expressed in US Dollars



The Company is considered to be an Exploration Stage
company as defined under SEC Guide 7 (a) (4) (i) Description of Property by Issuers Engaged or to be Engaged in Significant Mining.
The Company’s principal business is the exploration of mineral resources on the Company’s existing property and any
new properties it may acquire and processing of mineralized material on its property.



Going Concern and Management’s Plans



The accompanying unaudited condensed consolidated financial
statements of the Company have been prepared assuming that the Company will continue as a going concern. Since its inception on
May 16, 2012, the Company has not generated revenue and has incurred a net loss. The Company has a working capital deficit of $117,013
as at December 31, 2012, and incurred a net loss accumulated during the exploration stage of $1,165,833 as at December 31, 2012.
Accordingly, it has not generated cash flows from operations and has primarily relied upon debt and equity financing from third
parties and related parties to fund its operations. The Company has negotiated a Canadian (CDN) $500,000 Draw Down facility with
Seagel Investments Corp. of which $190,000 has been drawn as at December 31, 2012. However, there can be no assurance that such
financial support shall be ongoing or available on terms or conditions acceptable to the Company. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.



Acquisition



On December 14, 2012, Trio Resources (formerly Allied
Technologies Group, Inc.) entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired
100% of the issued and outstanding equity securities of TrioResources AG Inc., which became a wholly owned subsidiary of the Company.
Part of the consideration was a payment of $250,000 to Ihar Yaravenka, the former, sole officer, director and controlling shareholder.
As at the close of the Share Exchange Allied Technologies Group Inc. had no assets or liabilities. Prior the acquisition Allied
Technologies Group, Inc. was a public shell company.



Allied Technologies Group, Inc. was incorporated on
September 22, 2011 under the laws of the state of Nevada. This company was a public shell company prior to the acquisition.



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



Pursuant to the terms and conditions of the Share Exchange
Agreement, Trio Resources, Inc. acquired 100% of the capital stock, 2,130,000 common shares, of TrioResources AG Inc. in exchange
for the issuance of 2,130,000 shares of common stock, of Trio Resources, Inc. In addition, the former sole director, officer,
and principal shareholder of Trio Resources, Inc. (the “Principal Shareholder”), cancelled all 1,500,000 shares of
Common Stock that he owned. The result is that the shareholders of TrioResourcses AG Inc. own 66.15% of the total shares of Trio
Resources, Inc. outstanding effective the date of the Exchange Agreement.



The Share Exchange was accounted for as a reverse takeover/recapitalization
effected by a share exchange, wherein TrioResources AG Inc. is considered the acquirer for accounting and financial reporting
purposes.



9





.

Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated
Financial Statements

(Unaudited)

Expressed in US Dollars



Comparative Presentations



Since for accounting purposes TrioResources AG Inc. is the
accounting acquirer, and since TrioResources AG Inc. was incorporated on May 16, 2012, no comparative quarterly information is
being presented.



| | 2. | Summary of Significant Account Policies
| | -- | ---------------------------------------



Basis of Presentation



The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the
“SEC”) and are expressed in US dollars. Accordingly, the unaudited condensed consolidated financial statements do
not include all information and footnotes required by accounting principles generally accepted in the Unites States for complete
annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements
reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim
operating results are not necessarily indicative of results that may be expected for the year ending September 30, 2013 or for
any other interim period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited
financial statements of the Company and the notes thereto as of and for the period ended September 30, 2012 filed as an exhibit
to the Form 8-K on December 17, 2012.



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



Use of Estimates



The preparation of the unaudited condensed consolidated financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially
differ from those estimates.



Comprehensive Income (Loss)



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



10







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated Financial
Statements

(Unaudited)

Expressed in US Dollars



Cash



Cash, includes deposits in banks which are unrestricted as
to withdrawal or use.



Inventory



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



Mineral Property and Exploration Costs



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



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



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



Mineral Properties



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



Acquisition costs include cash consideration and the fair value
of shares issued on the acquisition of mineral properties.



Exploration Costs



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



Mining Rights



The Company has determined that its patented mining claims
meet the definition of mineral resource asset, as defined by accounting standards, and are tangible assets. As a result, the costs
of mining assets are initially capitalized as tangible assets when purchased. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable reserves. The Company’s rights to extract minerals
are not limited by time. For mining rights in which proven and probable reserves have not yet been established, the Company assesses
the carrying value for impairment at the end of each reporting period. During the period ended December 31, 2012, the Company
did not record any impairment charges.



11







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated Financial
Statements

(Unaudited)

Expressed in US Dollars



Impairment of Long Lived Assets



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



Recoverability is assessed based on the carrying amount of
the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is
recognized when the carrying amount is not recoverable and exceeds fair value. Management believes no impairment exists as of
December 31, 2012.



Fair Value Measurements and Fair Value of Financial Instruments



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



Level 1 — quoted prices (unadjusted) in active markets
for identical assets or liabilities;



Level 2 — observable inputs other than Level 1, quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and



Level 3 — assets and liabilities whose significant value
drivers are unobservable and cooberated by little or no market data.



The Company’s asset recorded at fair value is cash, which
is based on Level 1 inputs.



Income Taxes



Deferred tax assets and liabilities are recognized for the
expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement
reported amounts, and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when
it is determined to be more likely than not that the deferred tax asset will not be realized.



The Company determines its income tax expense in each of the
jurisdictions in which it operates. The income tax expense includes an estimate of the current income tax expense, as well as
deferred income tax expense, which results from the determination of temporary differences arising from the different treatment
of items for book and tax purposes.



The Company files income tax returns in the United States and
its subsidiary files income tax returns in Canada and the Province of Ontario.



12







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated Financial
Statements

(Unaudited)

Expressed in US Dollars



The Company assesses the likelihood of the financial statement
effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination
by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting
date. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes
being recognized in the accompanying unaudited condensed consolidated financial statements. The Company recognizes tax-related
interest and penalties, if any, as a component of income tax expense.



FASB ASC 740 prescribes recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,
disclosure and transition. At December 31, 2012 and September 30, 2012 the Company has not taken any tax positions that would
require disclosure under FASB ASC 740.



Recently Issued Accounting Standards



In June 2011, the Financial Accounting Standards Board (“FASB”)
issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU No. 2011-05”), which improves the comparability,
consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income
("OCI") by eliminating the option to present components of OCI as part of the statement of changes in stockholders'
equity. The amendments in this standard require that all non-owner changes in stockholders' equity be presented either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. Subsequently in December 2011, the
FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications
of Items Out of Accumulated Other Comprehensive Income ("ASU No. 2011-12"), which indefinitely defers the requirement
in ASU No. 2011-05 to present on the face of the financial statements reclassification adjustments for items that are reclassified
from OCI to net income in the statement(s) where the components of net income and the components of OCI are presented. The amendments
in these standards do not change the items that must be reported in OCI, when an item of OCI must be reclassified to net income,
or change the option for an entity to present components of OCI gross or net of the effect of income taxes. The amendments in
ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and annual periods beginning after December 15, 2011 and are to
be applied retrospectively. The adoption of the provisions of ASU No. 2011-05 and ASU No. 2011-12 in 2012 did not have a material
impact on the presentation of the Company's unaudited condensed consolidated financial statements.



|3. |  | Property and Equipment:
|-- |  | -----------------------



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



Equipment and buildings consist of the following: as of December
31, 2012 and September 30, 2012:



|                              |  | December 31, 2012 |         |  | September 30, 2012 |  
|----------------------------- |  | ----------------- | ------- |  | ------------------ | -
|                              |  |                   |         |  |                    |  
|Equipment                     |  | $                 | 99,424  |  |                    | $
|Less accumulated depreciation |  |                   | 5,658   |  |                    |  
|Net equipment                 |  |                   | 93,766  |  |                    |  
|                              |  |                   |         |  |                    |  
|Buildings                     |  |                   | 31,818  |  |                    |  
|Less accumulated depreciation |  |                   | 1,295   |  |                    |  
|Net buildings                 |  |                   | 30,523  |  |                    |  
|                              |  |                   |         |  |                    |  
|Net property and equipment    |  | $                 | 124,289 |  |                    | $



13







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated
Financial Statements

(Unaudited)

Expressed in US Dollars



Depreciation expense was $3,336 for the three months ended
December 31, 2012. Equipment and buildings are depreciated on a straight line basis over their estimated useful lives: equipment
15 years, and buildings 20 years.



Patented Claims:



At December 31, 2012, the Company also has mining property patent
claims of $10,227. These patent claims provide the Company with mining rights to certain land located in Cobalt, Ontario, Canada.
No amortization was taken for the three months ended December 31, 2012 as there was no production.



|4. | Shareholders’ Deficit:
|-- | ----------------------



The Company’s authorized capital consists of 400,000,000
common stock. At December 31, 2012, there were 338,100,000 common shares issued and outstanding.



During the three month period ending December 31, 2012, 1,500,000
shares were returned to the Company for cancellation, and 2,130,000 common shares were issued pursuant to the Exchange Agreement
dated December 14, 2012.



Pursuant to a consulting agreement entered into with Seagel
Investments Corp., and pursuant to the Exchange Agreement dated December 14, 2012, the Company issued Seagel Investments Corp.,
161,000 common shares which were valued at $26,833. The Company recorded this amount as a consulting expense in the period ended
December 31, 2012.



Effective December 31, 2012 the number of shares outstanding
were forward-split 100 shares for each share of record prior to the split (“Stock Split”). After the Stock Split,
the total amount of the common shares outstanding are 338,100,000.



| | 5. | Earnings (Loss) Per Share (“EPS”):
| | -- | ----------------------------------



FASB ASC 260, Earnings Per Share
provides for calculations of “basic” and “diluted” earnings per share. Basic earnings per share includes
no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings
of an entity similar to fully diluted earnings per share.Diluted EPS excludes all dilutive potential shares if their effect
is anti-dilutive. The weighted average number of shares outstanding during the three month period was 273,459,140, after recognizing
the Stock Split. The weighted average number of shares outstanding for the cumulative period ended December 31, 2012 was 261,711,089
after recognizing the Stock Split.



|6. | Related Party Transactions:
|-- | ---------------------------



On June 15, 2012, the Company purchased
certain assets from2023682 Ontario Inc.,a related party in which the Company’s CEO was
the sole director of 2023682 Ontario Inc. The value of the assets purchased by the Company was carried over at the historical
carrying amounts that were recorded by the related party. The purchase consideration consisted of cash of CDN $100,000 and a promissory
note in the amount of CDN $500,000 (see Note 7). Because the purchase was from a commonly controlled related party, the excess
of the purchase price over the carrying value of the assets purchased has been reflected as a deduction against Shareholders’
Equity (Deficit), equivalent to a distribution of equity to the shareholder. The assets purchased and consideration given is as
follows:



14







Trio Resources, Inc.

(An Exploration Stage Company)

Notes to the Condensed Consolidated
Financial Statements

(Unaudited)

Expressed in US Dollars



|Property and equipment                      |  | $ | 88,596   |  
|------------------------------------------- |  | - | -------- | -
|Patent claims                               |  |   | 10,374   |  
|Inventory                                   |  |   | 1,770    |  
|Total assets purchased                      |  |   | 100,740  |  
|                                            |  |   |          |  
|Purchase price                              |  |   | (610,260 | )
|                                            |  |   |          |  
|Discount on note payable (Note 7)           |  |   | (210,415 | )
|                                            |  |   |          |  
|Deduction in shareholders’ equity (deficit) |  | $ | (299,105 | )



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



As at December 31, 2012, the Company had advanced to 2023682
Ontario Inc. $68,009. The amount is unsecured, non-interest bearing and is recorded as a loan receivable with no specific terms
of repayment.



|7. | Convertible Notes payable — related party:
|-- | ------------------------------------------



As of December 31, 2012, the Company has a convertible note
payable of $502,563 (CDN $500,000) to 2023682 Ontario Inc. This note is due two years from the date of issue and accrues interest
at 3% per annum. Should the Company be successful in a ‘going public’ transaction it is convertible into common shares
of the Company at the weighted average of the Company’s share price based on the average 5 day bid price, within 30 days
of the Company going public. If there are no trades on any given day in the first 30 days after the Company’s stock begins
to trade then the bid price will be used in determining the weighted average price. This convertible note may be repaid at any
time without penalty or bonus. This convertible note is interest free for the first 12 months post-closing of the asset purchase,
thereafter, it accrues interest at the rate of 3% per annum This note was discounted resulting in an effective interest rate of
27%. As a result, a $210,415 discount to the note was recorded which is being amortized to interest expense over the term of the
note.



Related party interest expense for the three months ended December
31, 2012 was $22,483, representing the accretion in the value of the Convertible note payable-related party.



|8. | Convertible Notes Payable:
|-- | --------------------------



As at the December 31, 2012, the Company has issued a series
of secured convertible notes under multiple funding arrangements with various third-party investors totaling $1,181,212. These
notes bear interest at 10% per annum and mature two years from the date of issue. The convertible notes were secured until the
Company became public. The Company shares first trade was on January 11, 2013. At such time the Company goes public, the notes
become becomes unsecured and convertible, at any time at the option of the holder, into shares of common stock of the Company
at a conversion rate of the lower of CDN $1 per share or 20% below the original listing price of the shares. The convertible notes
may be repaid at any time without penalty or bonus. The total amount of interest that has been expensed for the three months ended
December 31, 2012, is $ 24,065.



9. Subsequent Events:



Subsequent to December 31, 2012, the Company has drawn down
an additional amount under the Draw Down facility with Seagel Investments Inc. in the amount of $50,000.



The Draw Down facility was secured until such time as the Company
became public or debt is converted to equity. The Company’s shares first trade was January 11, 2013.



Subsequent to December 31, 2012 the Company entered in consulting
agreements which required the issuance of shares as part of the consideration. The Company has issued a total of 550,000 common
shares to satisfy the terms of these contracts. The value of the share-based considerations will be amortized over the term of
the respective agreements as services are performed



On February 4, 2013 the Company made its first shipment of mineralized
material for refining.



10. Commitments and Contingencies.



The Company has entered into a rental agreement with Seagel
Investment Corp wherein the Company pays monthly rent in the amount of CDN $1,500. The rental agreement expires on July 1, 2013,
and the remaining rental payment commitment subsequent to period ended is CDN $9,000.



15







MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS
OF OPERATIONS



The information and financial data
discussed below is derived from the unaudited condensed consolidated financial statements of Trio Resources, Inc.)(the “Company”)
for the three months ended December 31, 2012 and were prepared and presented in accordance with generally accepted accounting principles
in the United States.



Forward Looking Statements



Some of the statements contained in
this Quarterly Report on Form 10-Q that are not historical facts are “forward –looking statements” which can
be identified by the use of the terminology such as “estimates,” “projects,” “plans,” “believes,”
“expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements,
which are contained in this Quarterly Report, reflect our current beliefs with respect to future events and involve known and
unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances
can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we
face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.
Factors that may cause actual results, our performance or achievements to differ materially from those contemplated by such forward-looking
statements include without limitation:



| | · | Our
                                                                                                               ability to raise
                                                                                                               capital when needed
                                                                                                               and on acceptable
                                                                                                               terms and conditions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our
                                                                                                               ability to attract
                                                                                                               and retain management;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Our
                                                                                                               ability to enter
                                                                                                               in to long-term
                                                                                                               supply agreements
                                                                                                               for the mineralized
                                                                                                               material;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | General
                                                                                                               economic conditions;
                                                                                                               and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Other
                                                                                                               factors discussed
                                                                                                               in Risk Factors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



All forward looking statements made
in connection with this Quarterly Report that are attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements. Given the uncertainties that surround such statements you are cautioned not to
place undue reliance on such forward looking statements.



Overview



We operate as a milling and exploration
company in the province of Ontario Canada.  Our operations have been limited to acquiring our initial land holdings
and patented claims and our initial milling and mining assets to allow us to begin to implement our plans to start small scale
concentration of existing above ground mineral resources.



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



As an exploration company we have not
as yet generated operating revenues and have incurred operating losses of $479,032 from our inception, May 16, 2012, to September
30, 2012, and of $686,801 for the three months ended December 31, 2012, for total losses of $1,165,833. To date we have funded
our operations through advances from a related party and from private third party lenders utilizing convertible notes totaling
$1,706,781.



Subsequent to December 31, 2012 we
have borrowed an additional $50,000 against our Draw Down Facility to fund our activities. We intend to raise additional funding
through third party equity or debt financing.  There is no certainty that funding will be available as needed.  These
factors raise substantial doubt about our ability to continue operating as a going concern.  Our ability to continue
our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course
of business, is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately
generate profitable operations.



16







Recent Development



Acquisition of TrioResources
AG Inc.



On December
14, 2012 the Company (the “Parent”) entered into the Exchange Agreement withIhar Yaravenka, the former principal
shareholder of the Parent (the “Principal Shareholder”) and TrioResources AG Inc. (“TrioResources”)
in exchange for2,130,000 Parent Shares (the “Exchange Shares”) of the Company,
and the Principal Shareholder has agreed to surrender and cancel 1,500,000 shares of the Parent, (the “Principal Shareholder
Shares”). As a result of the Share Exchange, Trioresources became our wholly owned subsidiary.
The Share Exchange was accounted for as a recapitalization effected by a share exchange, wherein Trioresources is considered the
acquirer for accounting and financial reporting purposes. The assets and liabilities of Trioresources have been brought forward
at their book value and no goodwill has been recognized.



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



Since for accounting purposes TrioResources AG Inc. is the
accounting acquirer, and since TrioResources AG Inc. was incorporated on May 16, 2012, no comparative quarterly information is
being presented.



Plan of Operations



The Company’s intention is to
conduct exploration initiatives, with the purpose of being cash-flow positive by processing precious metals, and other valuable
minerals. The Company utilizes modern mining and exploration technology in conjunction with focusing on combining the right blend
of experienced mining consultants and technological management in order to remain competitive.



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



Results of Operations



We are an Exploration company as defined
in the SEC Guideline 7 (a) (4) (i).  The Company has not generated any revenue to date and consequently its operations
are subject to all of the risks inherent in the establishment of a new business enterprise.  Our operations have been
limited to the purchase of our initial land position including 2 patented claims, and the acquisition of fixed assets which will
be incorporated into our processing facility.



We have conducted minimal operations
during the three month period ended December 31, 2012 and we have not generated any revenues during this period.  We
had net losses of $686,801 for the three months ended December 31, 2012.



Our expenses have been limited to legal
and professional fees; consulting fees, travel expenses, transaction expenses related to the acquisition and exploration expenses.
Exploration expenses of $66,217 are expensed as incurred.



17







Liquidity and Capital Resources



As of December 31, 2012 we had negative
working capital of $117,013.  Subsequent to year end we borrowed $50,000 against the Company’s Draw Down Facility.
To date we have relied on third parties to provide financing for our operations by way of convertible notes.   
The proceeds may not be sufficient to effectively develop our business to the fullest extent to allow us to maximize our revenue
potential, in which case, we will need additional capital.  We will need capital to allow us to acquire additional properties
to expand our exploration base.  In addition we will need to provide the Company with working capital.  The amount
and timing of capital required and the timing will depend on when we are able to conclude agreements either to purchase additional
land and the associated patented claims and/or enter into licensing or other working relationships to allow the Company to have
access to the largest mining asset base possible within the financial constraints of the Company. If we are unable to generate
sufficient cash flow from operations we will be required to raise additional funds either in the form of capital or debt.  There
are no assurances that we will be able to generate the necessary capital or debt to carry out our current plan of operations.



As at the December
31, 2012, the Company has issued a series of secured convertible notes under multiple funding arrangements with various third-party
investors totaling $1,181,212. These notes bear interest at 10% per annum and mature two years from the date of issue. The convertible
notes were secured until the Company became public. The Company has become public and the shares first trade was January 11, 2013.
As of the filing date of this report the notes are unsecured and are convertible, at any time at the option of the holder, into
shares of common stock of the Company at a conversion rate of the lower of CDN $1 per share or 20% below the original listing
price of the shares. The convertible notes may be repaid at any time without penalty or bonus. The total amount of interest that
has been expensed for the three months ending December 31, 2012 is $50,150 including an accretion expense associated with the
loan to a related party.



Critical accounting Policies



The unaudited condensed consolidated financial statements included
in the Report have been prepared assuming that the Company will continue as a going concern. Since its inception in May 2012, the
Company has not generated revenue and has incurred net losses. The Company has a working capital deficit of $117,013 as of December
31, 2012, incurred net losses accumulated during period ended December 31, 2012 of 686,801. Accordingly, it has not generated cash
flows from operations and has primarily relied upon advances from stockholders, promissory notes, advances from unrelated parties,
and equity financing to fund its operations. Subsequent to December 31, 2012 the Company borrowed $ 50,000 against the Draw Down
facility with Seagel Investment Corp. However, there can be no assurance that such financial support shall be ongoing or available
on terms or conditions acceptable to the Company. This raises substantial doubt about the Company’s ability to continue as
a going concern.



Basis of Presentation



The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is September 30. The Company’s functional
currency is Canadian dollars. The Company’s reporting currency is the U.S. dollar. Assets and liabilities are translated
into the U.S. dollar using the exchange rates at each balance sheet date. Revenue and expenses are translated at average rates
prevailing during the reporting period. Shareholders’ equity is translated at historical rates. Adjustments resulting from
translating the unaudited condensed consolidated interim financial statements into the U.S. dollar are recorded as a separate component
of accumulated other comprehensive income (loss) in the statement of shareholders’ equity (deficit).



18







Use of Estimates



The preparation of the unaudited condensed consolidated interim
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially
differ from those estimates.



Comprehensive Income (Loss)



For the three months ended December 31, 2012 there was a difference
between net loss and comprehensive loss in the amount of $ 12,881 which represented the foreign currency translation adjustment.



Cash



Cash, includes deposits in banks which are unrestricted as
to withdrawal or use.



Inventory



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



Mineral Property and Exploration Costs



The Company has been in the exploration stage since its formation
on May 16, 2012 and has been undertaking plans and taking steps to build a facility which in the near future will capable of processing
ore and has not yet realized any revenues from its planned operations.



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



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



Mineral Properties



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



Acquisition costs include cash consideration
and the fair market value of shares issued on the acquisition of mineral properties.



Exploration Costs



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



19







Mining Rights



The Company has determined that its patented mining claims
meet the definition of mineral resource assets, as defined by accounting standards, and are tangible assets. As a result, the
costs of mining assets are initially capitalized as tangible assets when purchased. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable reserves. The Company’s rights to extract minerals
are not limited by time. For mining rights in which proven and probable reserves have not yet been established, the Company assesses
the carrying value for impairment at the end of each reporting period. During the period ended December 31, 2012, the Company
did not record any impairment charges.



Impairment of Long Lived Assets



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



Recoverability is assessed based on the carrying amount of
the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is
recognized when the carrying amount is not recoverable and exceeds fair value. Management believes no impairment exists as of
December 31, 2012.



Fair Value Measurements and Fair Value of Financial Instruments



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



Level 1 — quoted prices (unadjusted) in active markets
for identical assets or liabilities;

Level 2 — observable inputs other than Level 1, quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 — assets and liabilities whose significant value
drivers are unobservable and cooberated by little or no market data.



The Company’s asset recorded at fair value is cash, which
is based on Level 1 inputs.



Income Taxes



Deferred tax assets and liabilities are recognized for the
expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement
reported amounts, and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when
it is determined to be more likely than not that the deferred tax asset will not be realized.



The Company determines its income tax expense in each of the
jurisdictions in which it operates. The income tax expense includes an estimate of the current income tax expense, as well as
deferred income tax expense, which results from the determination of temporary differences arising from the different treatment
of items for book and tax purposes.



20







The Company files income tax returns in the United States,
Canada and the Province of Ontario.



The Company assesses the likelihood of the financial statement
effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination
by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting
date. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes
being recognized in the accompanying financial statements. The Company recognizes tax-related interest and penalties, if any,
as a component of income tax expense.



FASB ASC 740 prescribes recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,
disclosure and transition. At December 31, 2012 and September 30, 2012 the Company has not taken any tax positions that would
require disclosure under FASB ASC 740.



Recently Issued Accounting Standards



In June 2011, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income (“ASU No.
2011-05”), which improves the comparability, consistency, and transparency of financial reporting and increases the prominence
of items reported in other comprehensive income ("OCI") by eliminating the option to present components of OCI as part
of the statement of changes in stockholders' equity. The amendments in this standard require that all non-owner changes in stockholders'
equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.
Subsequently in December 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for
Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income ("ASU No.
2011-12"), which indefinitely defers the requirement in ASU No. 2011-05 to present on the face of the financial statements
reclassification adjustments for items that are reclassified from OCI to net income in the statement(s) where the components of
net income and the components of OCI are presented. The amendments in these standards do not change the items that must be reported
in OCI, when an item of OCI must be reclassified to net income, or change the option for an entity to present components of OCI
gross or net of the effect of income taxes. The amendments in ASU No. 2011-05 and ASU No. 2011-12 are effective for interim and
annual periods beginning after December 15, 2011 and are to be applied retrospectively. The adoption of the provisions of ASU
No. 2011-05 and ASU No. 2011-12 in 2012 did not have a material impact on the presentation of the Company's financial statements.



FASB ASC
260, Earnings Per Share provides for calculations of “basic” and “diluted” earnings per share. Basic earnings
per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted
average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that
could share in the earnings of an entity similar to fully diluted earnings per share.Diluted EPS excludes all dilutive
potential shares if their effect is anti-dilutive. The weighted average number of shares outstanding during the three months ending
December 31, 2012 was 273,459,140, and for the year ended September 30, 2012 was 261,711,089 after reflecting the forward split.



Subsequent Events



Subsequent to December 31, 2012, the Company has drawn down
an additional amount under the Draw Down facility with Seagel Investments Inc. in the amount of $50,000. The Draw Down facility
was secured until such time as the Company became public or debt is converted to equity. The Company’s shares first trade
was January 11, 2013.



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Subsequent to December 31, 2012 end
the Company entered in consulting agreements which required the issuance of shares as part of the consideration. The Company has
issued a total of 550,000 common shares to satisfy the terms of these contracts. The value of the share based consideration will
be amortized over the term of the respective agreements.



Subsequent to December 31, 2012 the
Company shipped its first mineralized material for refining.



Commitments and Contingencies



The Company has entered into a rental agreement with Seagel
Investment Corp wherein the Company pays monthly rent in the amount of CDN $1,500. The rental agreement expires on July 1, 2013,
and the remaining rental payment commitment subsequent to period ended is CDN $9,000.



Off-Balance Sheet Arrangements



We have no 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 stockholders.



DESCRIPTION
OF PROPERTY



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



The mining
properties are locatedLOT 3, CON 4, Coleman Township, District of Temiskaming, Ontario.









ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.



No report required.







22









ITEM 4. CONTROLS AND PROCEDURES



Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules
and forms. 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 Exchange Act is
accumulated and communicated to the issuers management, including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.



An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2012. Based on that evaluation, our management concluded that our disclosure controls and
procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms. Such officers also confirmed that there was no change in our internal control over financial reporting during the
three-month period ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS



Management is not aware of any legal proceedings
contemplated by any governmental authority or any other party involving us or our properties. As of the date of this
Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an
adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have
been threatened against us or our properties.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS



No report required.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



No report required.





ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.







23









ITEM 5. OTHER INFORMATION



During the three months ended December 31, the Company
filed an 8K on December 17, 2012 disclosing the terms of the Share Exchange Agreement between the Company, its former Principal
Shareholder and TrioResources AG Inc. which resulted in TrioResources AG Inc. becoming a wholly owned operating subsidiary of the
Company.





ITEM 6. EXHIBITS



Exhibits:





31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).



32.1 Certifications pursuant to Securities
Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.





SIGNATURES



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





|                                                                         | TRIO RESOURCES, INC.
|------------------------------------------------------------------------ | --------------------
|                                                                         |                     
|Dated: February 15,
                                                2013 | By:                 
|                                                                         |                     
|                                                                         |                     
|                                                                         | By:                 
|                                                                         |                     



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