Table of Contents






UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549




FORM
10-K







[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2008OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934







Commission file number 333-138332




TRILLIANT
EXPLORATION CORPORATION


(Exact
name of registrant as specified in its charter)




Nevada


(State or
other jurisdiction of incorporation or organization)




545
Eighth Avenue Suite 401


New
York, NY 10018


(Address
of principal executive offices, including zip code.)




(917)
513-6226


(Registrant's
telephone number, including area code)






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




Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $0.001 par
value




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]












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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes [X]     No
[   ]




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




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




Large
      accelerated filer
            [   ]
            
            Accelerated
      filer
            [   ]Non-accelerated
      filer
            [   ]
            
            Smaller
      reporting company
            [X]




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




As of
April 9, 2009, there are 91,940,000 shares of common stock
outstanding.



















TABLE OF CONTENTS




PageSpecial
      Note Regarding Forward Looking Statements
              4PART
      IItem
      1.
              Business
              5Item
      1A.
              Risk
      Factors
              11Item
      1B.
              Unresolved
      Staff Comments
              23Item
      2.
              Description
      of Properties
              23Item
      3.
              Legal
      Proceedings
              24Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              24PART
      IIItem
      5.
              Market
      for Common Stock and Related Stockholder
Matters
              25Item
      6.
              Selected
      Financial Data
              27Item
      7.
              Management’sDiscussion and Analysis of Financial Condition and
      Results
              27Item
      7A.
              Quantitative
      and Qualitative Disclosures about Market Risk
              31Item
      8.
              Financial
      Statements and Supplementary Data
              31Item
      9.
              Changes
      In and Disagreements With Accountants on Accounting and
      Financial Disclosure
              50Item
      9A.
              Controls
      and Procedures
              50Item
      9B.
              Other
      Information
              53PART
      IIIItem
      10.
              Directors,
      Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act
              53Item
      11.
              Executive
      Compensation
              58Item
      12.
              Security
      Ownership of Certain Beneficial Owners and
      Management
              61Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              62Item
      14.
              Principal
      Accountant Fees and Services
              65Item
      15.
              Exhibits,
      Financial Statement Schedules
              67










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SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS


Except
for statements of historical fact, certain information contained herein
constitutes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are usually
identified by our use of certain terminology, including “will,” “believes,”
“may,” “expects,” “should,” “seeks,” “anticipates,” or “intends,” or by
discussions of strategy or intentions. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results or achievements to be materially different from any future
results or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, our history of operating losses and
uncertainty of future profitability; our lack of working capital and uncertainty
regarding our ability to continue as a going concern; uncertainty of access to
additional capital; risks inherent in mineral exploration; environmental
liability claims and insurance; dependence on consultants and third parties as
well as those factors discussed in the sections entitled “Risk
Factors,” “Business,”
and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.”  If one or more of these risks or
uncertainties materializes, or if underlying assumptions prove incorrect, our
actual results may vary materially from those expected, estimated, or projected.
Forward-looking statements in this document are not a prediction of future
events or circumstances, and those future events or circumstances may not occur.
Given these uncertainties, users of the information included herein, including
investors and prospective investors are cautioned not to place undue reliance on
such forward-looking statements. We do not assume responsibility for the
accuracy and completeness of these statements.




The
United States Securities and Exchange Commission permits U.S. mining companies,
in their filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce. The Company is an
exploration stage company and its properties have no known body of ore. U.S.
investors are cautioned not to assume that the Company has any mineralization
that is economically or legally mineable.





All
references in this Report on Form 10-K to the terms “we,” “our,” “us,” “TTXP,”
and the “Company” refer to Trilliant Exploration Corporation.










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PART
I





ITEM 1. BUSINESS





Overview


Trilliant
Exploration Corporation is engaged in the evaluation, acquisition, exploration,
and advancement of mining projects.  During the 4th quarter
of 2007,we began acquiring interests in mining
properties.Beginning in October of 2008, we entered into an agreement to
purchase an undivided 100% interest in Compania Minera Muluncaygold Corp S.A.,
an operating gold mining concession located in the Province of El Oro, southern Ecuador
(hereinafterthe “Muluncay Project,”also “Muluncaygold”).  Final consummation of the
acquisition of the Muluncay Projectoccurred on March 30, 2009, as reported
to the SEC and the Company’s stockholders in an 8-K filed on March 31,
2009.





Currently
we do not produce gold and do not generate operating earnings. Through fiscal
2008, funding to acquire and explore gold properties and to operate the
Corporation has been acquired through financing through a private placement of
convertible secured bonds. We expect to continue to raise capital through
additional equity and/or debt financings.





General


We were
incorporated in the State of Nevada on December 29, 2003. We originally
established ourselves as a heath care service database.  During the
fourth quarter of 2007, the Company changed its business plan to mineral
exploration, and began acquiring interests in mining properties.  The
Company’s initial mining property acquisition from Blackedge Strategic Capital and
Consulting Ltd.on November
9, 2007 was rescinded on
May 21, 2008, with no penalties to the Company or Blackedge.





On October 15, 2008, the Company entered
into an Asset Purchase Agreement with Minera Del Pacifico S.A. (“Pacifico”), an Ecuadorian corporation which now has significant ownership interest in the
Company, for the
purchase of the Muluncay Project.  Purchase  of the
Muluncay Project was completed on March 30, 2009 when the Company entered into a
Share Transfer Agreement with Pacifico and Muluncaygold, which is attached to
this Annual Report on Form
10-K asExhibit
10.1.  The Share Transfer Agreement supersedes in its entirety the Asset Purchase Agreement of
October 15, 2008. Through
the acquisition of the
Muluncay Project the Company began mining operations during the second quarter of 2009.










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Initial financing of the Muluncay
Project was completed on October 15, 2008, when the Company entered into a
Securities Purchase Agreement with Trafalgar Capital Specialized Investment
Fund,Luxembourg(“Trafalgar”), whichnowhasa minorityownership interest in the
Company,for the sale to
Trafalgar of the Company’s secured convertible redeemabledebentures. The Company
issued to Trafalgar$1,300,000 of convertible redeemabledebentures (the “Debentures”)in exchange for a $1,235,356cash payment, net of $64,644 in bond issuance costs
incurred by Trafalgar.Trafalgar alsoreceived 5,900,000 shares of the
Company’s common stock, par value $.001 per share, from an existing stockholder
in a separate transaction not involving the Company.The Debenturesissued to Trafalgarareconvertible intoshares ofthe Company’s commonstock.





Also on October 15, 2008, Darryl Mills,
a shareholder and affiliate of the Company, consummated one Affiliate Stock
Purchase Agreement with
Benstole Invest Limited (“Benstole”), Minera Del Pacifico S.A.
(“Pacifico”), and Capital Trust Management
Ltd.(“Capital
Trust”)  resulting in a change of
control in the registrant. Pursuant to the Agreement, Darryl Mills sold
5,000,000 sharesto Benstole Invest Limited, 15,000,000
shares to Pacifico,and 250,000 shares to Capital Trust
Management Ltd. for the purchase price of $.008 per share. Pacifico owns a 100%
undivided interest in the Muluncay Project.





Description and
Location


The Muluncay concession lies in the centre of the
Portovelo-Zaruma mining camp, which is found in the cantons of Ayapamba and
Paccha,ProvinceofEl Oro, southernEcuador. It is centered at Latitude
03o36’30”South and Longitude 79o40’West (Figure 1, 2, 3). It covers an area of 374 hectares.
 Boundary coordinates for the Project are found in Table 1 below. These are
based on a metric UTM grid system referenced to PSAD-56 datum and geographic
zone 17.









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Table 1 – Muluncay Boundary
      CoordinatesEasting -
      m
                      Northing -
      m652000
                      9599400653100
                      9599400653100
                      9596800651600
                      9596800651600
                      9599000652000
                      9599000652000
                      9599400




The project is situated about 175
kilometers southeast and 60 kilometers east of the major Pacific port cities of Guayaquil and Machala, respectively. It lies on the western slope
of the Andes Mountains, part of the Western Cordillera which
runs the length of the west coast of North and South America.  Reports of the exploration potential of the Muluncay
Project are attached to
this Annual Report on Form 10-K asExhibits
10.2,10.3. and10.4.





Country
Dynamics


Although
gold has been mined in Ecuador for hundreds of years, it is one of the least
explored and least mineralogically mapped countries.  Ecuador is the
only Latin American country without industrial mining operations.  In
2008, Ecuador underwent far-reaching mining industry changes wherein 75% of the
country’s mining concessions were cancelled, and mining licenses were suspended
through January of 2009 (see Ecuador Mining Law attached to this Annual Report
on Form 10-K as Exhibit
10.5).
We expect the industry changes to enable for-profit companies with access to
outside capital to consolidate the industry.  The changes in Ecuador
mining law include a requirement to process 100 tons/day of material and to
increase tailing plant coverage to improve environmental
conditions.





Principal
Products


We had no
gold sales during 2008.  Upon consummation of our planned acquisition
of the Muluncay Project, we will generally sell our gold at the prevailing
market price during the month in which the gold is delivered to the customer. We
will recognize revenue from a sale when there is persuasive evidence of a
contract, the price is determinable, the gold has been delivered and the title
has been transferred to the customer, and collection of the sales price is
reasonably assured.










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Gold Uses. Gold has two main
categories of use: fabrication and investment. Fabricated gold has a variety of
end uses, including jewelry, electronics, dentistry, industrial and decorative
uses, medals, medallions, and official coins. Gold investors buy gold bullion,
official coins, and jewelry.





Gold Supply. The supply of
gold consists of a combination of current production from mining and the
draw-down of existing stocks of gold held by governments, financial
institutions, industrial organizations, and private individuals.





Gold Price. The following
table presents the annual high, low, and average afternoon fixing prices for
gold over the past ten years, expressed in US dollars per ounce, on the London
Bullion Market.




Gold Price (USD) on
      the
                              LondonBullion
      MarketYear
                            
                            High
                            
                            
                            Low
                            
                            
                            Average1999
                            
                            $
                            326
                            
                            
                            $
                            253
                            
                            
                            $
                            2792000
                            
                            
                            313
                            
                            
                            
                            264
                            
                            
                            
                            2792001
                            
                            
                            293
                            
                            
                            
                            256
                            
                            
                            
                            2712002
                            
                            
                            349
                            
                            
                            
                            278
                            
                            
                            
                            3102003
                            
                            
                            416
                            
                            
                            
                            320
                            
                            
                            
                            3632004
                            
                            
                            454
                            
                            
                            
                            375
                            
                            
                            
                            4102005
                            
                            
                            536
                            
                            
                            
                            411
                            
                            
                            
                            4442006
                            
                            
                            725
                            
                            
                            
                            525
                            
                            
                            
                            6042007
                            
                            
                            841
                            
                            
                            
                            608
                            
                            
                            
                            6952008
                            
                            
                            1,011
                            
                            
                            
                            713
                            
                            
                            
                            8722009
      (Through March 10, 2009)
                            
                            
                            990
                            
                            
                            
                            810
                            
                            
                            
                            902




Source:
London Metal Exchange


On
March 10, 2009, the afternoon fixing price for gold on the London Bullion
Market was $902 per ounce.




Revenues







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We currently have no revenues, have
achieved losses since inception, have no operations, have been issued a going
concern opinion by our auditors,and rely upon the sale of our
securities to fund operations.





Mining operations at the Muluncay
Project currentlyproduce 28-30 tons per day. A diagram of our 40 Ton
Plant is attached to this Annual Report on Form 10-K as Exhibit
10.6.  The
ore is transported from the mine through 1-ton rail cars, and is fed into 3
Chilean Mills which feed into a cyanidation process and on to an activated
carbon system.  The ore is then processed into gold granules and
melted, netting approximately 95-96% pure gold. The Chilean Mills are cleaned
once a week and go through an amalgamation process using Mercury netting on
average 150 -180 grams of pure gold weekly.  The Muluncay Project has
been averaging approximately 4 kilos of gold per month total.





Currently,
gold mined from the Muluncay Project is sold locally.  However,
Muluncaygold has applied for an export license, and we anticipate that most of our
revenue will come from the sale of refined gold in the international
market.  Pursuant to recently enacted Ecuador mining law, unstamped
gold exports require payment of a 5% export tax.





Employees


The
Company currently has no employees, and depends entirely upon the services of
its officers and directors.





Government
Regulation


Mining
operations and exploration activities are subject to various national, state,
provincial and local laws and regulations which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters.  Upon acquisition of Muluncaygoldcorp, we will have
obtained or have pending applications for those licenses, permits or other
authorizations required to conduct our exploration and other programs. We
believe that we will be in compliance in all material respects with applicable
mining, health, safety, and environmental statutes and the regulations passed
thereunder in the jurisdictions in which we will operate.  For a more
detailed discussion of the various government laws and regulations applicable to
our operations and potential negative effects of these laws and regulations
please see “Item
1A.—Risk
Factors” below.










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Environmental
Regulation


Our gold
projects are subject to various federal, state and local laws and regulations
governing protection of the environment. These laws are continually changing
and, in general, are becoming more restrictive. Our policy isto conduct business in a way that safeguards public
health and the environment. We believe that our operations are in material
compliance with applicable laws and regulations.





Changes
to current local, state, or federal laws and regulations in the jurisdictions
where we operate could require additional capital expenditures and increased
operating and/or reclamation costs. Although we are unable to predict what
additional legislation, if any, might be proposed or enacted, additional
regulatory requirements could impact the economics of our planned projects.
We estimate that we will not incur material capital expenditures for
environmental control facilities during the current fiscal year.





Competition


We
compete with other mining companies in connection with the acquisition,
exploration, financing, and development of gold properties. There is competition
for the limited number of gold acquisition and exploration opportunities, some
of which is with other companies having substantially greater financial
resources than we have. As a result, we may have difficulty acquiring attractive
gold projects at reasonable prices. We also compete with other mining companies
for mining engineers, geologists and other skilled personnel in the mining
industry and for exploration and development equipment.





We
believe no single company has sufficient market power to affect the price or
supply of gold in the world market.










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Item
1A. Risk
Factors





An
investment in our common stock is speculative and involves a high degree of risk
and uncertainty. You should carefully consider the risks described below,
together with the other information contained in this form 10-K, including the
financial statements and notes thereto of our Company, before deciding to invest
in our common stock. The risks described below are not the only ones facing our
Company. Additional risks not presently known to us or that we presently
consider immaterial may also adversely affect our Company. If any of the
following risks occur, our business, financial condition and results of
operations, and the value of our common stock could be materially and adversely
affected.





Gold
prices are volatile and there can be no assurance that a profitable market for
gold will exist.





The gold
mining industry is intensely competitive, and there is no assurance that, even
if the Company discovers commercial quantities of gold mineral resources, a
profitable market will exist for the sale of those resources.  There
can be no assurance that gold prices will remain at such levels or be such that
the Company can mine at a profit.  Factors beyond the Company's
control may affect the marketability of any minerals discovered.  Gold
prices are subject to volatile changes resulting from a variety of factors
including international economic and political trends, expectations of
inflation, global and regional supply and demand and consumption patterns, metal
stock levels maintained by producers and others, the availability and cost of
metal substitutes, currency exchange fluctuations, inflation rates, interest
rates, speculative activities, and increased production due to improved mining
and production methods.





Uncertainty
involved in mining.





Mining
involves various types of risks and hazards, including environmental hazards,
unusual or unexpected geological operating conditions such as rock bursts,
structural cave-ins or slides, flooding, earthquakes and fires, labor
disruptions, industrial accidents, metallurgical and other processing problems,
metal losses, and periodic interruptions due to inclement or hazardous weather
conditions.  These risks could result in damage to, or destruction of,
mineral properties, production facilities or other properties, personal injury,
environmental damage, delays in mining, increased production costs, monetary
losses, and possible legal liability.









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The
Company may not be able to obtain insurance to cover these risks at economically
feasible premiums.  Insurance against certain environmental risks,
including potential liability for pollution or other hazards as a result of the
disposal of waste products occurring from production, is not generally available
to the Company or to other companies within the mining industry.  The
Company may suffer a material adverse effect on its business if it incurs losses
related to any significant events that are not covered by its insurance
policies.





Calculation
of mineral resources and metal recovery is only an estimate, and there can be no
assurance about the quantity and grade of minerals until resources are actually
mined.





The
calculation of reserves, resources and corresponding grades being mined or
dedicated to future production are imprecise and depend on geological
interpretation and statistical inferences or assumptions drawn from drilling and
sampling analysis, which might prove to be unpredictable.  Mineral
resources that are not mineral reserves do not have demonstrated economic
viability.  Until reserves or resources are actually mined and
processed, the quantity of reserves or resources and grades must be considered
as estimates only.  Any material change in the quantity of reserves,
resources, grade, or stripping ratio may affect the economic viability of the
Company's properties.  In addition, there can be no assurance that
metal recoveries in small-scale laboratory tests will be duplicated in larger
scale tests under on-site conditions or during production.





The
Company's operations involve exploration and development and there is no
guarantee that any such activity will result in commercial production of mineral
deposits.





Gold
deposits have been nearly exhausted within 200 meters of the surface on the
properties the Company intends to mine.   There has been no
drilling to test the depth potential of commercial ore on these properties, and
proposed programs on such properties are exploratory in
nature.  Development of these mineral properties is contingent upon
obtaining satisfactory exploration results.  Mineral exploration and
development involve substantial expenses and a high degree of risk, which even a
combination of experience, knowledge and careful evaluation may not be able to
adequately mitigate.  There is no assurance that additional commercial
quantities of ore will be discovered on the Company's exploration








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Competition
for new mining properties may prevent the Company from acquiring interests in
additional properties or mining operations.





Significant
and increasing competition exists for mineral acquisition opportunities
throughout the world.  Some of the competitors are large, more
established mining companies with substantial capabilities and greater financial
resources, operational experience and technical capabilities than the
Company.  As a result of the competition, the Company may be unable to
acquire rights to exploit additional attractive mining properties on terms it
considers acceptable.  Increased competition could adversely affect
the Company's ability to attract necessary capital funding or acquire any
interest in additional operations that would yield reserves or result in
commercial mining operations.





Recent
high metal prices have encouraged increased mining exploration, development and
construction activity, which has increased demand for, and cost of, exploration,
development and construction services, and equipment.












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Recent
increases in gold prices have led to increases in mining exploration,
development and construction activities, which have resulted in higher demand
for, and costs of, exploration, development and construction services, and
equipment.  Increased demand for services and equipment could cause
project costs to increase materially, resulting in delays if services or
equipment cannot be obtained in a timely manner due to inadequate availability,
and increase potential scheduling difficulties and cost increases due to the
need to coordinate the availability of services or equipment, any of which could
materially increase project exploration, development and construction costs,
and/or result in project delays.





Actual
capital costs, operating costs, production and economic returns may differ
significantly from those the Company has anticipated and there can be no
assurance that any future development activities will result in profitable
mining operations.





Capital
and operating costs, production and economic returns, and other estimates
contained in the feasibility studies for the Company's projects may differ
significantly from those anticipated by the Company's current studies and
estimates, and there can be no assurance that the Company's actual capital and
operating costs will not be higher than currently anticipated.  In
addition, delays to construction schedules may negatively impact the net present
value and internal rates of return of the Company's mineral properties as set
forth in the applicable feasibility studies.





Recently
enacted Ecuadorian mining law requires the mining concession to produce 100 tons
per day.





Recent
Ecuadorian mining law requires mining output in excess of what the Company’s
mine currently produces.  While the Company expects to be fully
compliant with Ecuador law within the window of time provided by such law, there
is no guarantee that the Company will become compliant.  Failure of
the Company to become compliant with Ecuador mining law within the prescribed
time will be detrimental to the Company.








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There
can be no assurance that the interests held by the Company in its properties are
free from defects.





The
Company has investigated the rights to explore and exploit the Muluncay
properties, and, to the best of its knowledge, those rights are in good
standing.  No guarantee can be given that such rights will not be
revoked or significantly altered to the detriment of the
Company.  There can also be no guarantee that the Company's rights
will not be challenged or impugned by third parties.  The properties
may be subject to prior recorded and unrecorded agreements, transfers or claims,
and title may be affected by, among other things, undetected
defects.  A successful challenge to the precise area and location of
these claims could result in the Company being unable to operate on these
properties as permitted or being unable to enforce any rights with respect to
its properties.





The
Company is exposed to risks of changing political stability and government
regulation in the country in which it intends to operate.





The
Company is purchasing mining rights in Ecuador that may be affected in varying
degrees by political instability, government regulations relating to the mining
industry and foreign investment therein, and the policies of other nations in
respect of Ecuador.  Any changes in regulations or shifts in political
conditions are beyond the control of the Company and may adversely affect its
business.  The Company's operations may be affected in varying degrees
by government regulations, including those with respect to restrictions on
production, price controls, export controls, income taxes, expropriation of
property, employment, land use, water use, environmental legislation and mine
safety.  The regulatory environment is in a state of continuing
change, and new laws, regulations and requirements may be retroactive in their
effect and implementation.  The Company's operations may also be
affected in varying degrees by political and economic instability, economic or
other sanctions imposed by other nations, terrorism, military repression, crime,
extreme fluctuations in currency exchange rates, and high
inflation.










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The
Company is subject to substantial environmental and other regulatory
requirements and such regulations are becoming more stringent. Non-compliance
with such regulations, either through current or future operations or a
pre-existing condition, could materially adversely affect the
Company.





All
phases of the Company's operations are subject to environmental regulations in
the jurisdiction in which it operates.  Environmental legislation is
evolving in a manner that will require stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects, and a heightened degree of responsibility for
companies and their officers, directors, and employees.  There can be
no assurance that future changes in environmental regulation, if any, will not
be materially adverse to the Company's operations.




The
properties which the Company intends to mine may contain environmental hazards,
which are presently unknown to the Company and which have been caused by
previous or existing owners or operators of the properties.  If these
properties do contain such hazards, this could lead to the Company being unable
to use the properties or may cause the Company to incur costs to clean up such
hazards.  In addition, the Company could find itself subject to
litigation should such hazards result in injury to any persons.





Government
approvals and permits are sometimes required in connection with mining
operations.  Although the Company believes it will obtain all of the
material approvals and permits to carry on its operations, the Company may
require additional approvals or permits or may be required to renew existing
approvals or permits from time to time.  Obtaining or renewing
approvals or permits can be a complex and time-consuming
process.  There can be no assurance that the Company will be able to
obtain or renew the necessary approvals and permits on acceptable terms, in a
timely manner, or at all.  To the extent such approvals are required
and not obtained; the Company may be delayed or prohibited from proceeding with
planned exploration, development, or mining of mineral properties.












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Failure
to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions thereunder, including orders issued by regulatory
or judicial authorities, which may require operations to cease or be curtailed,
or corrective measures requiring capital expenditures, installation of
additional equipment, or remedial actions.  Parties engaged in mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violations of applicable laws or regulations.





Amendments
to current laws, regulations, and permits governing operations and activities of
mining companies, or more stringent implementation of such requirements, could
have a material adverse impact on the Company and cause increases in capital
expenditures or production costs or reductions in levels of production at
producing properties, or require abandonment or delays in development of new
mining properties.





History
of Losses





The
Company has experienced net operating losses since its first full year of
operations.   There can be no assurance that the Company will be able
to achieve or sustain profitability in the future.




The
Company may need additional capital to accomplish its exploration and
development plans, and there can be no assurance that financing will be
available on terms acceptable to the Company, or at all.





The
exploration and development of mining properties, including the continued
exploration and development of projects and the construction of mining
facilities and operations may require substantial additional
financing.  Failure to obtain sufficient financing, or financing on
terms acceptable to the Company, may result in a delay or indefinite
postponement of exploration, development or production on any or all properties
the Company may obtain, or even a loss of an interest in a
property.  The only source of funds now available to the









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Company
is through the sale of debt or equity capital, properties, royalty interests, or
the entering into of joint ventures or other strategic alliances in which the
funding sources could become entitled to an interest in properties or projects
the Company may obtain.  Additional financing may not be available when
needed, or if available, the terms of such financing might not be favorable to
the Company and might involve substantial dilution to existing
shareholders.  If financing involves the issuance of debt, the terms
of the agreement governing such debt could impose restrictions on the Company’s
operation of its business.  Failure to raise capital when needed would
have a material adverse effect on the Company’s business, financial condition,
and results of operations.





The
Company has no record of paying dividends.





The
Company has no dividend record.  The Company has paid no dividends on
the common shares since incorporation and does not anticipate doing so in the
foreseeable future.  Payment of any future dividends will be at the
discretion of the Company's board of directors after taking into account many
factors, including operating results, financial condition, capital requirements,
business opportunities, and restrictions contained in any financing
agreements.





The
Company relies on its management and key personnel, and there is no assurance
that such persons will remain at the Company, or that the Company will be able
to recruit skilled individuals.





The
Company relies heavily on its existing management. The Company does not maintain
"key man" insurance. Recruiting and retaining qualified personnel is critical to
the Company's success.  The number of persons skilled in the
acquisition, exploration, and development of mining properties is limited and
competition for the services of such persons is intense.  As the
Company's business activity grows, it may require additional key financial,
administrative, technical, and mining personnel.  Although the Company
believes that it will be successful in attracting and retaining qualified
personnel, there can be no assurance of such success.  The failure to
attract such personnel to manage growth effectively could have a material
adverse effect on the Company's business, prospects, financial conditions and
results of operations.





The
Company is exposed to risks of changing labor and employment
regulations.








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Production
at its mining operations is dependent upon the efforts of mining
employees.  In addition, employee relations may be affected by changes
in the scheme of labor relations that may be introduced by the relevant
governmental authorities in whose jurisdictions the Company carries on
business.  Changes in such legislation or in the relationship between
the Company and its employees may have a material adverse effect on the
Company's business, results of operations, and financial condition.





The
Company is purchasing operations which are subject to the laws of
Ecuador.





The
Company intends to operate a mining operation through a foreign company, and
substantially all of the Company’s assets will be held through such foreign
entity.  Accordingly, any governmental limitation on the transfer of
cash or other assets between the Company and a foreign subsidiary could restrict
the Company's ability to fund its operations efficiently.  Any such
limitations or the perception that such limitations may exist now or in the
future could have an adverse impact on the Company's prospects, financial
condition, and results of operations.





The
trading price for the Company’s common shares can be volatile.





Securities
of micro- and small-cap companies have experienced substantial volatility in the
past, often based on factors unrelated to the financial performance or prospects
of the companies involved. These factors include macroeconomic developments in
North America and globally and market perceptions of the attractiveness of
particular industries. The Company's share price is also likely to be
significantly affected by short-term changes in gold prices or in its financial
condition or results of operations as reflected in its quarterly earnings
reports. Other factors unrelated to the Company's performance that may have an
effect on the price of its common shares include the following: the extent of
analytical coverage available to investors concerning the Company's business may
be limited if investment banks with research capabilities do not follow the
Company's securities; the lessening in trading volume and general market
interest in the Company's securities may affect an investor's ability to trade
significant numbers of common shares; and the size of the Company's public float
may limit the ability of some institutions to invest in the Company's
securities.  As a result of any of these factors, the market price of
the Company’s common shares at any given point in time may not accurately
reflect the Company's long-term value.








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The
value of common shares may be diluted due to the conversion of
debentures.





As at
December 31, 2008, there were $1,300,000 of debentures outstanding, which
debentures are convertible into common shares at a conversion price equal to the
lesser of: (a) an amount equal to one hundred  percent (100%) of the
Volume Weighted Average Price (“VWAP”) as quoted by Bloomberg L.P. on October
15, 2008, or (b) an amount equal to eighty-five percent (85%)  of the
lowest daily closing VWAP as quoted by Bloomberg L.P. during the five (5)
trading days immediately preceding the conversion date.  During the
life of the debentures, the holders of such securities are given an opportunity
to profit from a rise in the market price of common shares with a resulting
dilution in the interest of the other shareholders.  The Company's
ability to obtain additional financing during the period in which such rights
are outstanding may be adversely affected and the existence of the rights may
have an adverse effect on the market price of its common shares.  The
holders of the debentures may exercise such securities at a time when the
Company would be able to obtain needed capital by a new offering of securities
on terms more favorable than those provided by the outstanding
rights.  The increase in the number of the Company’s common shares in
the market resulting from the exercise of such rights and the possibility of
sales of such shares may have a depressive effect on the price of the Company’s
common shares.  In addition, as a result of such additional common
shares, the voting power of the Company's existing shareholders will be
substantially diluted.





The
Company may, in the future, grant to some or all of its directors, key
employees, and consultants options to purchase its common shares at exercise
prices equal to market prices at times when the public market is depressed. To
the extent that significant numbers of such options are granted and exercised,
the interests of then existing shareholders of the Company will be subject to
additional dilution.










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We have a limited operating historyand have not generated a
profit since inception; consequently,our long term viability cannot be
assured.





Our prospects for financial success are
difficult to forecast because we have a limited operating history. Our prospects
for financial success mustbe considered in light of the risks,
expenses,and difficulties frequently encountered
by mining companies initiating exploration of unproven
properties.  Our business could be subject to any or all of the
problems, expenses, delays,and risks inherent inthe establishment of a gold and silver
exploration enterprise, including limited capital resources, possible delays in
mining explorations and development, failure to identify commercially viable
gold or silver deposits, possible cost overruns due to priceand cost increases in exploration and
ore processing, uncertain gold and silver market prices,andinability to accurately predict mining
results and attract and retain qualified employees.  Therefore, there
can be no assurance that our exploration or mining will be successful, that we will be
able to achieve or maintain profitable operations,or that we will not encounter
unforeseen difficulties that may deplete our capital resources more rapidly than
anticipated.




We may need additional financing to
expand our business
plan.





Our business plan calls for substantial
investment and cost in connection with the exploration of our mineral
properties.  While we believe we have sufficient funds to carry out
our current plans, unforeseen expenses, an expanded exploration plan,or establishing future mining
operations could require additional operating capital.  We do not
currently have any arrangements for additional financing and we can provide no
assurance to investors that we will be able to find additional financing if
required.  Obtaining additional financing would be subject to a number
of factors, including market prices for minerals, investor acceptance of our
properties, and investor sentiment.   These factors may make the
timing, amount, terms,or conditions of additional financing
unfavorable to us.  The most likely source of future funds would be
through the sale of additional equity capital and loans.  Any sale of
additional shares will result in dilution to existing stockholders,while incurring additional debt will result in encumbrances
on our property and future cash flows.












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Because
there is no assurance when we will generate revenues, we may deplete our cash
reserves and not have sufficient outside sources of capital to complete our
exploration or mining programs.





We have
not earned any revenues as of the date of this Annual Report on Form 10-K and
have never been profitable.  To date, we have been involved primarily
in financing activities, acquisition activities, and limited exploration
activities.  Our only anticipated revenue producing properties
comprise the Muluncay Project.  These revenue producing properties
have been virtually exhausted of high grade ore to a depth of 200 meters, and
there has been no drilling to test the depth potential of the mining
system.





Due to
our continuing losses from business operations, our most recent independent
auditors’ report includes a “going concern” explanation relating to the fact
that our continued operations are dependent upon obtaining additional working
capital either through significantly increasing revenues or through outside
financing.  We have not yet generated any operating
revenues.  Our cash reserves will be used to fund our plans at the
Muluncay Project.  However, our inability to generate revenues could
eventually inhibit our ability to continue in business or achieve our business
objectives.





Because
of the speculative nature of exploration of natural resource properties, there
is substantial risk that we will not find commercially viable gold or silver ore
deposits which would reduce our realization of revenues.





There is
no assurance that any of the claims we explore or acquire will contain
commercially exploitable reserves of gold or silver
minerals.  Exploration for natural resources is a speculative venture
involving substantial risk.  Hazards such as unusual or unexpected
geological formations and other conditions often result in unsuccessful
exploration efforts.  Success in exploration is dependent upon a
number of factors including, but not limited to, quality of management, quality
and availability of geological expertise, and availability of exploration
capital.  Due to these and other factors, no assurance can be given
that our exploration programs will result in the discovery of new mineral
reserves or resources.










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We
may be subject to "penny stock" regulations.





The
Securities and Exchange Commission, or SEC, has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are 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). 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 prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer and our sales person in
the transaction, and monthly account statements indicating 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. These additional sales
practice and disclosure requirements could impede the sale of our securities.
Whenever any of our securities become subject to the penny stock rules, holders
of those securities may have difficulty in selling those
securities.




ITEM
1B.UNRESOLVED
STAFF COMMENTS


There are
no unresolved comments from the SEC.




ITEM
2. DESCRIPTION OF
PROPERTIES


Upon
consummation of the Muluncay Project, which consummation occurred on March 30,
2009, the Company obtained  an undivided 100% interest in the
following mining concession:









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The Muluncaygoldconcession lies in the
centerof the Portovelo-Zaruma mining camp,
which is found in the cantons ofAyapamba and Paccha,ProvinceofEl Oro, southernEcuador.On January 2, 2008, Muluncaygoldcorp
S.A. formalized with Minera del Pacifico Noroeste S.A. a leasing contract of
seven mines:





1.
              MARI
      JANE (BUENA ESPERANZA)


2.
              JACETH
      ETHAN (EL AGUACATE)


3.
              LA
      CHONTA Y LOS QUINDE


4.
              NARANJITO


5.
              SEÑOR
      DE LA DIVINA JUSTICIA


6.
              LAS
      CAÑAS


7.
              LOS
      OSOS




The
leasing contract includes the mining / processing plant.  The seven
properties are recorded by the “Asociación de Mineros Autónomos Sociedades
Muluncay.” Through the leasing contract, Muluncaygoldcorp S.A. has the right to
use and exploit the minerals that are extracted from the leased
mines.  Beginning April 2007, Muluncaygold began exploration of the
“Jayce Ethan” mine, and in October 2007 initiated the exploitation of the “Mary
Jane” mine.  Reports of the exploration potential of the Muluncay
Project are attached to
this Annual Report on Form 10-K asExhibits
10.2,10.3, and10.4.





ITEM 3. LEGAL PROCEEDINGS


We are
not presently a party to any litigation.


ITEM
4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS


On
November 3, 2008, the holders of a majority of our outstanding shares of common
stock, par value $.001 per share, approved the following actions:





1.           Amendment
of the Company’s Articles of Incorporation increasing the Company’s authorized
common stock to 1,000,000,000 shares and authorized preferred stock to
200,000,000 shares.  This change has also been reflected in the
accompanying financial statements; and








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2.           A
2:1 forward split of the Company’s common stock, par value $.001 per
share.  The split has been retroactively reflected in the accompanying
financial statements, resulting in 91,940,000 and 97,440,000 shares outstanding
on December 31, 2008 and December 31, 2007, respectively.





Both the
amendment to the Company’s Articles of Incorporation and the forward stock split
were approved by the Board of Directors.





PART
II





ITEM
5. MARKET FOR COMMON
STOCK AND RELATED STOCKHOLDER MATTERS





Only a
limited market exists for our securities. There is no assurance that a regular
trading market will develop, or if developed, that it will be sustained.
Therefore, a shareholder in all likelihood will be unable to resell his
securities in our company. Furthermore, it is unlikely that a lending
institution will accept our securities as pledged collateral for loans unless a
regular trading market develops.





Our
company's securities are traded over-the-counter on the Bulletin Board operated
by the Financial Industry Regulatory Authority (FINRA) under the symbol
“TTXP.”





Fiscal
      Quarter
              High
      Bid
              Low
      Bid2008Fourth
      Quarter 10-01-08 to
    12-31-08
              $0.75
              $0.75Third
      Quarter 07-01-08 to
    09-30-08
              $0.75
              $0.75Second
      Quarter 04-01-08 to 06-30-08
              $0.00
              $0.00First
      Quarter 01-01-08 to
    03-31-08
              $0.00
              $0.00Fiscal
      Quarter
              High
      Bid
              Low
      Bid2007Fourth
      Quarter 10-01-07 to
    12-31-07
              $0.00
              $0.00Third
      Quarter 07-01-07 to
    09-30-07
              $0.00
              $0.00Second
      Quarter 04-01-07 to
    06-30-07
              $0.00
              $0.00First
      Quarter 01-01-07 to
    03-31-07
              $0.00
              $0.00










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Shareholders


As of
December 31, 2008, we had 46 shareholders of record of our common stock,
including shares held by brokerage clearing houses, depositories, or otherwise
in unregistered form. We have no outstanding options or warrants, but we do have
$1,300,000 in outstanding convertible debentures that are convertible into
common equity.





Dividend
Policy


We have
not declared any cash dividends. We do not intend to pay dividends in the
foreseeable future, but rather to reinvest earnings, if any, in our business
operations.





Section
15(g) of the Securities Exchange Act of 1934


Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as
amended that imposes additional sales practice requirements on broker/dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions covered by
the Rule, the broker/dealer must make a special suitability determination for
the purchase and have received the purchaser's written agreement to the
transaction prior to the sale. Consequently, the Rule may affect the ability of
broker/dealers to sell our securities and also may affect your ability to sell
your shares in the secondary market.





Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as “bid” and “offer” quotes, a
dealers “spread” and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the FINRA's toll free
telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and
their associated persons.








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Securities
authorized for issuance under equity compensation plans


Our
President’s compensation plan includes the issuance of 100,000 shares of the
Company’s common stock, par value $.001 per share, to be issued on December 15,
2009.  The bonus was valued at $.75 per share on the December 15, 2008
grant date, or $75,000, and will be recognized as compensation expense ratably
over the compensation plan term.  We have no other equity compensation
plans.





ITEM
6. SELECTED FINANCIAL
DATA


We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




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


The
following discussion is an overview of the important factors that management
focuses on in evaluating our businesses, financial condition and operating
performance and should be read in conjunction with the financial statements
included in this Annual Report on Form 10-K.  This discussion contains
forward-looking statements that involve risks and
uncertainties.  Actual results could differ materially from those
anticipated in these forward looking statements as a result of any number of
factors, including those set forth under the section entitled Risk
Factors and elsewhere in this Annual Report on Form
10-K.





Factors
that may cause actual results, our performance or achievements, or industry
results to differ materially from those contemplated by such forward-looking
statements include without limitation, all written and oral forward-looking
statements made in connection with this Annual Report on Form 10-K 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.








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Overview


We are currently a development stage
company with no operations or revenues.  We have never declared
bankruptcy, have never been in receivership, and never been involved in any
legalaction or
proceedings.  Since becoming incorporated, we have not made any significant
sale of assets, nor have we been involved in any mergers or
consolidations.





Upon the acquisition of Muluncaygoldon March 30, 2009,most of our revenue
will come from the sale of refined gold in the international market. Mining operations at the Muluncay
Project currentlyproduce 28-30 tons per day from two of the Muluncay
mining properties; the Mary Jane Mine and the Jacob Ethan mine.  The
ore is transported from the mine via 1-ton rail cars, fed into 3 Chilean Mills
which feed into a cyanidation process and then to an activated carbon system.
The gold is then processed into granules and melted, netting approximately
95-96% pure gold. The Chilean Mills are cleaned once a week and go through an
amalgamation process which nets us on average 150-180 grams of pure gold weekly.
The Muluncay Project has been averaging a total of approximately 4 kilos of gold
per month.





A planned
conversion to Ball Mill processing is expected to give the Muluncay Project a
capacity of 50-60 tons per day and cut manpower costs. The ore will be fed
initially into a crusher, then to a primary Ball Mill and from there to a
secondary Ball Mill. From there it goes through a combination of hydro cyclone
and flotation processes. The expected return from these processes is 98-99% pure
gold. With the current size of the Ball Mills, Muluncaygold is expected to net
approximately 6-7 kilos per month.





Currently,
gold mined from the Muluncay Project is sold locally.  However,
Muluncaygold has applied for an export license to enable the Company to sell its
gold into the international market.  Pursuant to recently enacted
Ecuador mining law, unstamped gold exports require payment of a 5% export
tax.





Results of
Operations







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We are currently a development stage
company with no revenues from operations.  There can be no assurance that
we will generate revenues in the future, or that we will be able to operate
profitably in the future, if at all.





We have incurred net losses since
inception of our operations.  We have never declared bankruptcy, have never
been in receivership, and never been involved in any legal action or
proceedings.  Since becoming incorporated, we have not made any significant
sale of assets,and we just
completed our first business acquisition on March 30, 2009.





At December, 31, 2008, our cash and cash
equivalents were $179,223. For theyearended December 31, 2008, we had no
revenues,otherincome (interest) of $14,904, and incurred a net
operating loss of $132,502.  Net cash provided by financing
activities for theyearended December 31, 2008, was$1,366,250.  Thedeficit accumulatedfrom inception on December 29, 2003 to
December 31, 2008, was $196,121. The net loss applicable to common
shares increased from $48,234for theyearended December 31, 2007, to
$132,502for theyearended December 31, 2008, due to
increases in general & administrative and financing costs primarily incurred
in connection with the bond issuance and MuluncayProject.   On December 31, 2008
there were 91,940,000 common sharesissued andoutstanding, as compared to 97,440,000 issued and
outstanding on December 31, 2007.This is the result ofthe rescission and cancellation of
5,500,000 common shares (post-split) during the year ended December 31,
2008.





Our auditors have expressed the opinion
in our audited financial statements for December 31, 2008, that there is
substantial doubt about our ability to continue as a going concern. Please refer
to Note8of our audited financial statements
included in our Form 10-K.





Liquidity and Capital
Resources


The following table presents selected
financial information and statistics for fiscal years ending December 31, 2008
and December 31, 2007.







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Contents




December 31
                        
                        December
  312008
                        
                        2007Cashandcash
    equivalents
                        
                        $
                        179,223
                        
                        $
                        2,331Accounts receivable,
      net
                        
                        $
                        40
                        
                        $
                        0Prepaid
      expenses
                        
                        $
                        62,000
                        
                        $
                        0Working
    capital
                        
                        $
                        198,111
                        
                        $
                        (3,619)Annual operating cash
      flow
                        
                        $
                        (199,358)
                        
                        $
                        (43,148)





As of December 31, 2008, the Companyhad $179,223 in
cashandcash equivalents, an increase of
$176,892 over the same balance at the end of December 31. 2007. The principal
components of this net increase were cash generated by bond indentures of
$1,235,356, of which
$900,000 was subsequentlyloaned toCompania Minera del Pacifico(the 100% owner of the Muluncay
Project). As of December 31, 2008 and December
31, 2007, $179,223 and $2,331, respectively, of the Company's cash were held byU.S.banks in U.S. dollar-denominated
holdings.





The Company believes its existing balances of
cashandcash equivalents will not be sufficient
to satisfy its working capital needs, capital expenditures, outstanding
commitments, and other liquidity requirements associated with its existing
operations over the next
12 months. InJanuary2009,pursuant to a Loan Agreement and Note,
which are attached to this Annual Report on Form 10-K as Exhibit
10.7, the Company secured a $275,000 loan with Charms Investments,
LTD, a minority stockholder
of the Company,to
provide additional funding
as disclosed inNote 6B to
the audited 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.





Contractual
Obligations









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Contractual
      Obligations
                              
                              Total
                              
                              
                              Less
      than one year
                              
                              
                              1–3Years
                              
                              
                              3–5
      Years
                              
                              
                              More
      than 5 YearsLong
      Term Debt Obligations (1)
                              
                              $
                              1,300,000
                              
                              
                              
                              
                              
                              $
                              1,300,000Purchase
      Obligations (2)
                              
                              $
                              5,400,000
                              
                              
                              
                              
                              
                              $
                              1,800,000
                              
                              
                              $
                              1,800,000
                              
                              
                              $
                              1,800,000Loan
      Obligations (3)
                              
                              $
                              300,000
                              
                              
                              $
                              300,000Total
                              
                              $
                              7,000,000
                              
                              
                              $
                              300,000
                              
                              
                              $
                              3,100,000
                              
                              
                              $
                              1,800,000
                              
                              
                              $
                              1,800,000





1.
      Trilliant Exploration entered into a bond debenture of $1,300,000 on
      October 15, 2008.  Interest accrues monthly at the rate of 9%
      APR and is payable monthly.  Principal is payable in full on
      October 15, 2010.2.  In
      October 2008, the Company committed to purchase the Muluncay Project from
      Compania Minera del Pacifico (“Pacifico”) for a $3,600,000 note payable to
      Pacifico plus an additional $1,800,000 investment payable to Muluncaygold
      within 180 days of March 30, 2009 (the effective date of the acquisition
      agreement).  The $3,600,000 note shall accrue interest at 4.5%
      (compounded quarterly), and is payable in four quarterly installments of
      $200,000 commencing once the Muluncay project reaches production of 400
      tons per day.  After the four quarterly payments, the Company
      shall make quarterly payments of $300,000 until all principal and interest
      are fully paid. UNCERTAINTY EXISTS REGARDING WHEN THE MINE WILL REACH
      PRODUCTION OF 400 TONS PER DAY; THEREFORE, WHEN PAYMENTS WILL BEGIN AND
      END FOR THIS PURCHASE OBLIGATION IS UNCERTAIN.3.
      Trilliant Exploration entered into a loan commitment of $1,200,000 on
      October 15, 2008, which required advancement of funds to Compania Minera
      del Pacifico (“Pacifico”) at various dates from October 2008 through March
      2009.  As of December 31, 2008, the Company had provided
      $900,000 of these funds to Pacifico, and as of March 30, 2009, the
      effective date of the Company’s acquisition of the Muluncay Project from
      Pacifico (see 2 above), the Company had advanced all but $5,000 of the
      remaining $300,000 obligation.  Pursuant to terms of the
      Muluncay Project purchase agreement, Pacifico was released from its
      obligation to repay the $1,195,000, and the Company was no longer required
      to advance the remaining $5,000.










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ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK


We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




ITEM
8.FINANCIAL
STATEMENTS




The following Financial Statements have
been derived from the audited Financial Statements of the Company and should be
read in conjunction with
“Management Discussions
and Analysis of the Financial Condition and results of
Operations”and the notes included elsewhere in
this Form 10-K.

















Table of Contents



















TRILLIANT EXPLORATION
CORPORATION


(A PRE-EXPLORATION STAGECOMPANY)





AUDITED FINANCIAL
STATEMENTS





Years Ended December 31, 2008 and
2007,


and the Period of December 29, 2003
(Inception)


to December 31, 2008








Table of Contents




TRILLIANT EXPLORATION
CORPORATION


(A PRE-EXPLORATION STAGE
COMPANY)





AUDITED FINANCIAL
STATEMENTS





YearsEnded December 31, 2008 and
2007,


and the Period of December 29, 2003
(Inception)


to December 31, 2008





Table of
      Contents
              PageReport
      of Independent Registered Public Accounting Firm
              F-1Balance
      Sheets
              F-2Statements
      of Operations
              F-3Statement
      of Changes in Stockholders’ Equity (Deficit)
              F-4Statements
      of Cash Flows
              F-5Notes
      to Audited Financial Statements
              F-7













Table of Contents









Douglas W. Child,
      CPA
              MartyD. Van Wagoner,
      CPA
              J.Russ Bradshaw, CPA
              William R. Denney,
      CPA
              Roger B. Kennard,
      CPA
              Russell E.Anderson, CPA
              Scott L.
Farnes
              
              
              
              
              
              
              
              1284W. Flint Meadow Dr.#D
              Kaysville,Utah84037
              Telephone
      801.927.1377
              Facsimile
      801.927.1344
              
              5296 S. Commerce Dr.
      #300
              Salt Lake City,Utah84107
              Telephone
      801.281.4700
              Facsimile
      801.281.4701
              
              Suite B, 4F
              NorthCapeCommercialBldg.
              388 King’s Road
              North Point,Hong Kong
              
              www.cpaone.net
            
            REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              To
      the Board of Directors and Stockholders of
              Trilliant
      Exploration Corporation
              
              We
      have audited the accompanying balance sheets of Trilliant Exploration
      Corporation (a pre-exploration stage company) (the “Company”) as of
      December 31, 2008 and 2007, and the related statements of operations,
      changes in stockholders' equity (deficit), and cash flows for the years
      then ended, and for the period of December 29, 2003 (inception) through
      December 31, 2008. 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 of America). Those
      standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
      all material respects, the financial position of the Company as of
      December 31, 2008 and 2007, and the results of its operations and cash
      flows for the years then ended and for the period of December 29, 2003
      (inception) through December 31, 2008, 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 8 to the
      financial statements, the Company has not generated revenues from
      operations and has incurred significant net losses since inception. This
      raises substantial doubt about the Company's ability to meet its
      obligations and to continue as a going concern. Management's plans in
      regard to this matter are described in Note 8. The financial statements do
      not include any adjustments that might result from the outcome of this
      uncertainty.
              
              /s/ Child, Van Wagoner
      & Bradshaw, PLLC
              Child,
      Van Wagoner & Bradshaw, PLLC
              Salt
      Lake City, UT
              March
      23, 2009




F-1







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)




Balance
Sheets




As of December
      31,2008
                                    
                                    
                                    2007ASSETSCURRENT
    ASSETSCash and cash
      equivalents
                                    
                                    $
                                    179,223
                                    
                                    
                                    $
                                    2,331Accountsreceivable
                                    
                                    
                                    40
                                    
                                    
                                    
                                    -Prepaidexpenses(Note 7)
                                    
                                    
                                    62,000
                                    
                                    
                                    
                                    -Total Current
      Assets
                                    
                                    
                                    241,263
                                    
                                    
                                    
                                    2,331OTHER ASSETSBond issue costs, net- related party (Note6C)
                                    
                                    
                                    57,214
                                    
                                    
                                    
                                    -Notes receivable - related party
      (Note6E)
                                    
                                    
                                    990,000
                                    
                                    
                                    
                                    -Interest receivable, notes
      receivable - related party (Note6E)
                                    
                                    
                                    14,904
                                    
                                    
                                    
                                    -Deposits
                                    
                                    
                                    2,400
                                    
                                    
                                    
                                    -Total Other
      Assets
                                    
                                    
                                    1,064,518
                                    
                                    
                                    
                                    -TOTAL ASSETS
                                    
                                    $
                                    1,305,781
                                    
                                    
                                    $
                                    2,331LIABILITIES AND STOCKHOLDERS'
      DEFICITLIABILITIESCURRENT
      LIABILITIESAccounts
      payable
                                    
                                    $
                                    2,657
                                    
                                    
                                    $
                                    5,599Bondinterestpayable - related party
      (Note6C)
                                    
                                    
                                    4,875
                                    
                                    
                                    
                                    -Accrued officer
      compensation
      (Note6D)
                                    
                                    
                                    3,125
                                    
                                    
                                    
                                    -Short-term notes payable - related
      party (Note6A)
                                    
                                    
                                    32,495
                                    
                                    
                                    
                                    351Total Current
      Liabilities
                                    
                                    
                                    43,152
                                    
                                    
                                    
                                    5,950LONG-TERM
      LIABILITIESLong-term notes payable - related
      party (Note6B)
                                    
                                    
                                    90,000
                                    
                                    
                                    
                                    -Bonds payable, convertibleandsecured- related party (Note6C)
                                    
                                    
                                    1,300,000
                                    
                                    
                                    
                                    -Total Long-Term
      Liabilities
                                    
                                    
                                    1,390,000
                                    
                                    
                                    
                                    -Total
      Liabilities
                                    
                                    
                                    1,433,152
                                    
                                    
                                    
                                    5,950STOCKHOLDERS'DEFICIT (Note
      4)Preferred stock, par value $.001,
      200,000,000 shares authorized,none issued and
      outstanding
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common stock, par value $.001,
      1,000,000,000 shares authorized, 91,940,000 and 97,440,000 issued and
      outstanding atDecember 31, 2008 and 2007,
      respectively
                                    
                                    
                                    91,940
                                    
                                    
                                    
                                    97,440Additionalpaid-incapital
                                    
                                    
                                    (23,190
                                    )
                                    
                                    
                                    (37,440
                                    )Deficit accumulated during the
      development
      stage
                                    
                                    
                                    (40,539
                                    )
                                    
                                    
                                    (40,539
                                    )Deficit accumulated during the
      pre-explorationstage
                                    
                                    
                                    (155,582
                                    )
                                    
                                    
                                    (23,080
                                    )Total Stockholders'Deficit
                                    
                                    
                                    (127,371
                                    )
                                    
                                    
                                    (3,619
                                    )TOTAL LIABILITIES AND
      STOCKHOLDERS’DEFICIT
                                    
                                    $
                                    1,305,781
                                    
                                    
                                    $
                                    2,331





See Accompanying Notesto Audited Financial
Statements





F-2









Table of
Contents





Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)




Statements
of Operations







Year Ended December
      31,
                          
                          
                          Cumulative Totals from December
      29, 2003 (Inception)to December
    31,2008
                          
                          
                          2007
                          
                          
                          2008Revenues
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Operating
      ExpensesOrganizational
      expenses
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,200General andadministrative
                          
                          
                          115,205
                          
                          
                          
                          48,234
                          
                          
                          
                          177,624Total Operating
      Expenses
                          
                          
                          115,205
                          
                          
                          
                          48,234
                          
                          
                          
                          178,824Operating
    Loss
                          
                          
                          (115,205
                          )
                          
                          
                          (48,234
                          )
                          
                          
                          (178,824
                          )Other Income
      (Expense)Interestincome
                          
                          
                          14,904
                          
                          
                          
                          -
                          
                          
                          
                          14,904Currency exchange
      loss
                          
                          
                          (9
                          )
                          
                          
                          -
                          
                          
                          
                          (9
                          )Interestexpense
                          
                          
                          (32,192
                          )
                          
                          
                          -
                          
                          
                          
                          (32,192
                          )Total OtherIncome (Expenses)
                          
                          
                          (17,297
                          )
                          
                          
                          -
                          
                          
                          
                          (17,297
                          )Net Loss Applicable toCommon
      Shares
                          
                          $
                          (132,502
                          )
                          
                          $
                          (48,234
                          )
                          
                          $
                          (196,121
                          )NetLossPerBasic andDilutedShares
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )Weighted AverageNumberofCommon Shares Outstanding(Basic)
                          
                          
                          93,296,164
                          
                          
                          
                          92,152,656Weighted AverageNumberofCommon SharesOutstanding(Diluted)
                          
                          
                          93,661,826
                          
                          
                          
                          92,152,656





See Accompanying Notes to Audited
Financial Statements






F-3







Table of
Contents





Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)




Statement
of Changes in Stockholders’ Equity (Deficit)


December
29, 2003 (Inception) to December 31, 2008





Additional
                          
                          
                          
                          
                          
                          TotalCommon
      Stock
                          
                          
                          Paid-in
                          
                          
                          Accumulated
                          
                          
                          Stockholders’Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          Equity
      (Deficit)December
      29, 2003 (Inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Issuance
      of common stock December 29, 2003
                          
                          
                          8,000,000
                          
                          
                          
                          8,000
                          
                          
                          
                          (6,000
                          )
                          
                          
                          -
                          
                          
                          
                          2,000Net
      loss during development stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Balance,
      December 31, 2003
                          
                          
                          8,000,000
                          
                          
                          
                          8,000
                          
                          
                          
                          (6,000
                          )
                          
                          
                          -
                          
                          
                          
                          2,000Net
      loss during development stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,805
                          )
                          
                          
                          (1,805
                          )Balance,
      December 31, 2004
                          
                          
                          8,000,000
                          
                          
                          
                          8,000
                          
                          
                          
                          (6,000
                          )
                          
                          
                          (1,805
                          )
                          
                          
                          195Issuance
      of common stock December 15, 2005
                          
                          
                          72,000,000
                          
                          
                          
                          72,000
                          
                          
                          
                          (54,000
                          )
                          
                          
                          -
                          
                          
                          
                          18,000Net
      loss during development stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (795
                          )
                          
                          
                          (795
                          )Balance,
      December 31, 2005
                          
                          
                          80,000,000
                          
                          
                          
                          80,000
                          
                          
                          
                          (60,000
                          )
                          
                          
                          (2,600
                          )
                          
                          
                          17,400-Issuance
      of common stock for cash, March 15, 2006
                          
                          
                          10,000,000
                          
                          
                          
                          10,000
                          
                          
                          
                          (7,500
                          )
                          
                          
                          -
                          
                          
                          
                          2,500Net
      loss during development stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (12,785
                          )
                          
                          
                          (12,785
                          )Balance,
      December 31, 2006
                          
                          
                          90,000,000
                          
                          
                          
                          90,000
                          
                          
                          
                          (67,500
                          )
                          
                          
                          (15,385
                          )
                          
                          
                          7,115Issuance
      of common stock for cash, March 31, 2007
                          
                          
                          1,300,000
                          
                          
                          
                          1,300
                          
                          
                          
                          31,200
                          
                          
                          
                          -
                          
                          
                          
                          32,500Issuance
      of common stock for cash, June 4, 2007
                          
                          
                          140,000
                          
                          
                          
                          140
                          
                          
                          
                          3,360
                          
                          
                          
                          -
                          
                          
                          
                          3,500Issuance
      of common stock November 6, 2007
                          
                          
                          5,000,000
                          
                          
                          
                          5,000
                          
                          
                          
                          (3,750
                          )
                          
                          
                          -
                          
                          
                          
                          1,250Issuance
      of common stock for payment of debt, November 6, 2007
                          
                          
                          1,000,000
                          
                          
                          
                          1,000
                          
                          
                          
                          (750
                          )
                          
                          
                          -
                          
                          
                          
                          250Net
      loss during development stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (25,154
                          )
                          
                          
                          (25,154
                          )Net
      loss during pre-exploration stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (23,080
                          )
                          
                          
                          (23,080
                          )Balance,
      December 31, 2007
                          
                          
                          97,440,000
                          
                          
                          
                          97,440
                          
                          
                          
                          (37,440
                          )
                          
                          
                          (63,619
                          )
                          
                          
                          (3,619
                          )Cancellation
      of shares, February through May 2008
                          
                          
                          (5,500,000
                          )
                          
                          
                          (5,500
                          )
                          
                          
                          4,250
                          
                          
                          
                          -
                          
                          
                          
                          (1,250
                          )Forgiveness
      of related party debt
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          10,000
                          
                          
                          
                          -
                          
                          
                          
                          10,000Net
      loss during pre-exploration stage
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (132,502
                          )
                          
                          
                          (132,502
                          )Balance,
      December 31, 2008
                          
                          
                          91,940,000
                          
                          
                          $
                          91,940
                          
                          
                          $
                          (23,190
                          )
                          
                          $
                          (196,121
                          )
                          
                          $
                          (127,371
                          )





See Accompanying Notes to Audited
Financial Statements








F-4








Table of
Contents





Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)




Statements
of Cash Flows




Year Ended December
      31,
                                
                                
                                Cumulative
      Totals from December 29,2003 (Inception)to December 31,2008
                                
                                
                                2007
                                
                                
                                2008CASH FLOWS FROM OPERATING
      ACTIVITIESNet Loss
                                
                                $
                                (132,502
                                )
                                
                                $
                                (48,234
                                )
                                
                                $
                                (196,121
                                )Adjustments to reconcilenetloss to netcashused in
      operations:Amortization of bondissuecosts- related party
                                
                                
                                7,430
                                
                                
                                
                                -
                                
                                
                                
                                7,430Changes in operating assets and
      liabilities:(Increase) Decrease
      in:Accountsreceivable
                                
                                
                                (40
                                )
                                
                                
                                -
                                
                                
                                
                                (40
                                )Interestreceivable, notes receivable - related
      party
                                
                                
                                (14,904
                                )
                                
                                
                                -
                                
                                
                                
                                (14,904
                                )Prepaid
      expenses
                                
                                
                                (62,000
                                )
                                
                                
                                1,037
                                
                                
                                
                                (62,000
                                )Deposits
                                
                                
                                (2,400
                                )
                                
                                
                                -
                                
                                
                                
                                (2,400
                                )Increase(Decrease)in:Accounts
      payable
                                
                                
                                (2,942
                                )
                                
                                
                                4,049
                                
                                
                                
                                2,657Bondinterestpayable
                                
                                
                                4,875
                                
                                
                                
                                -
                                
                                
                                
                                4,875Accrued officer
      compensation
                                
                                
                                3,125
                                
                                
                                
                                -
                                
                                
                                
                                3,125Net Cash Used In Operating
      Activities
                                
                                
                                (199,358
                                )
                                
                                
                                (43,148
                                )
                                
                                
                                (257,378
                                )CASH FLOWS FROM INVESTING
      ACTIVITIESIssuance of notes receivable -
      related party
                                
                                
                                (990,000
                                )
                                
                                
                                -
                                
                                
                                
                                (990,000
                                )Net CashUsed In Investing
      Activities
                                
                                
                                (990,000
                                )
                                
                                
                                -
                                
                                
                                
                                (990,000
                                )CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds from short-term notespayable - related
      party
                                
                                
                                49,163
                                
                                
                                
                                501
                                
                                
                                
                                49,764Payments on short-term notes
      payable - related party
                                
                                
                                (7,019
                                )
                                
                                
                                -
                                
                                
                                
                                (7,019
                                )Proceeds from long-term
      notespayable- related
      party
                                
                                
                                90,000
                                
                                
                                
                                -
                                
                                
                                
                                90,000Net proceeds from bondspayable- related
    party
                                
                                
                                1,235,356
                                
                                
                                
                                -
                                
                                
                                
                                1,235,356Commonstockissued for
    cash
                                
                                
                                -
                                
                                
                                
                                37,250
                                
                                
                                
                                59,750Refunds paid for rescission of
      common stock
                                
                                
                                (1,250
                                )
                                
                                
                                -
                                
                                
                                
                                (1,250
                                )Net Cash Provided By Financing
      Activities
                                
                                
                                1,366,250
                                
                                
                                
                                37,751
                                
                                
                                
                                1,426,601NET INCREASE (DECREASE) IN
      CASH
                                
                                
                                176,892
                                
                                
                                
                                (5,397
                                )
                                
                                
                                179,223CASH AT BEGINNING OF
      PERIOD
                                
                                
                                2,331
                                
                                
                                
                                7,728
                                
                                
                                
                                -CASH AT END OF
      PERIOD
                                
                                $
                                179,223
                                
                                
                                $
                                2,331
                                
                                
                                $
                                179,223








F-5


(continued)










Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)




Statements
of Cash Flows (continued)







Year Ended December
      31,
                  
                  
                  Cumulative
      Totals from December 29,2003 (Inception)to December 31,2008
                  
                  
                  2007
                  
                  
                  2008SUPPLEMENTAL CASH FLOW
      INFORMATION:Cash paid for
      interest
                  
                  $
                  19,500
                  
                  
                  $
                  -
                  
                  
                  $
                  19,500Cash paid for income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -SCHEDULE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIESForgiveness of related party
      debt
                  
                  $
                  10,000
                  
                  
                  $
                  -
                  
                  
                  $
                  10,000





See Accompanying Notes to Audited Financial
Statements








F-6







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 1 -
ORGANIZATION AND BASIS OF PRESENTATION





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





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Pre-Exploration
Stage Company


The
Company is considered to be in the pre-exploration stage as defined in Statement
of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises” as interpreted by the Securities and
Exchange Commission for mining companies in Industry Guide 7.  The
Company is devoting substantially all of its efforts to the execution of its
business plan.





Use
of Estimates


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from
those estimates.





Cash
and Cash Equivalents


Cash and
cash equivalents consists principally of currency on hand, demand deposits at
commercial banks, and liquid investment funds having a maturity of three months
or less at the time of purchase.  The Company had $ 179,223 and $
2,331 in cash and cash equivalents as of December 31, 2008 and December 31,
2007, respectively, all of which was federally insured.





Start-up
Costs


In
accordance with the American Institute of Certified Public Accountant’s
Statement of Position 98-5, “Reporting on the Costs of Start-up
Activities,” the Company expenses all costs incurred in connection with
the start-up and organization of the Company.





Revenue
Recognition


The
Company recognizes revenues when a sale agreement has been made, when there are
no restrictions or repurchase agreements on the transaction, when collection is
reasonably certain, and when the goods or services have been delivered to the
buyer.  The Company has yet to realize any revenues.





Mineral
Acquisition and Exploration Costs


Mineral
property acquisition and exploration costs are expensed as
incurred.  When it has been determined that a mineral property can be
economically developed as a result of establishing proven reserves, the costs
incurred to develop such property are capitalized.  Such costs will be
amortized using the units-of-production method.





F-7







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Net
Income or (Loss) Per Share of Common Stock


The
Company has adopted SFAS No. 128, “Earnings per Share” (“EPS”),
which requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.





The
following table sets forth the computations of basic and diluted loss per share
for the Company’s common stock, after giving effect to a 2 for 1 forward stock
split effective December 1, 2008, and consideration of convertible bonds (Note
6A)  issued and outstanding during the year.  The
‘If-Converted Method’ of determining the dilutive or anti-dilutive effect of
bond conversion yielded no dilution.  The bond interest and number of
converted shares for the period the bonds were outstanding are so minimal
compared to the Company’s losses and number of shares outstanding, that
conversion would have had no impact on loss per share.  No other
potentially dilutive instruments, such as options or warrants, were outstanding
during the years ended December 31, 2008 or 2007.





Year Ended December
      31,2008
                
                
                2007BASICNet loss
                
                $
                (132,502
                )
                
                $
                (48,234
                )Weighted average commonshares
      outstanding
                
                
                93,296,164
                
                
                
                92,152,656Net loss per
      share
                
                $
                (0.00
                )
                
                $
                (0.00
                )DILUTEDNet loss
      (Basic)
                
                $
                (132,502
                )
                
                $
                (48,234
                )Bond
    interest
                
                
                24,375
                
                
                
                -Net loss
      (Diluted)
                
                $
                (108,127
                )
                
                $
                (48,234
                )Weighted average commonshares
      outstanding
      (Basic)
                
                
                93,296,164
                
                
                
                92,152,656Convertible
      bonds
                
                
                365,662
                
                
                
                -Options
                
                
                -
                
                
                
                -Warrants
                
                
                -
                
                
                
                -Weighted average commonshares outstanding
      (Diluted)
                
                
                93,661,826
                
                
                
                92,152,656Net loss per share
      (Diluted)
                
                $
                (0.00
                )
                
                $
                (0.00
                )









F-8







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Recently
Issued Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, “Accounting for Financial Guarantee
Insurance – an


interpretation of FASB Statement No.
60, Accounting and Reporting by Insurance Enterprises.”This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts.  This Statement is effective for fiscal years
beginning after December 15, 2008.  This Statement has no effect on
the Company’s financial reporting at this time.





In May
2008, the FASB issued SFAS No.162, “The Hierarchy of Generally Accepted
Accounting Principles.”This Statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United
States.  This Statement is effective 60 days following approval by the
SEC of the Public Company Accounting Oversight Board amendments to AU Section
411, “The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting
Principles.”This Statement will require no changes in the
Company’s financial reporting practices.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133, “Accounting for
Derivatives and Hedging Activities.”  SFAS No. 161 has the same
scope as Statement No. 133 but requires enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged.  The Statement encourages, but does not
require, comparative disclosures for earlier periods at initial
adoption.  SFAS No. 161 has no effect on the Company’s financial
position, statements of operations, or cash flows at this time.





In
December 2007, the FASB issued SFAS No. 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No.
51.”   SFAS No. 160 applies to “for-profit” entities that
prepare consolidated financial statements where there is an outstanding
non-controlling interest in a subsidiary.  The Statement requires that
the non-controlling interest be reported in the equity section of the
consolidated balance sheet but identified separately from the
parent.  The amount of consolidated net income attributed to the
non-controlling interest is required to be presented, clearly labeled for the
parent and the non-controlling entity, on the face of the consolidated statement
of income.  When a subsidiary is de-consolidated, any retained
non-controlling interest is to be measured at fair value.  Gain or
loss on de-consolidation is recognized rather than carried as the value of the
retained investment.  The Statement is effective for fiscal years and
interim periods beginning on or after December 15, 2008.  It cannot be
adopted earlier but, once adopted, is to be applied
retroactively.  This pronouncement has no effect on this Company’s
financial reporting at this time.





F-9







Table of Contents






Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Recently
Issued Accounting Pronouncements(continued)




In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations.”  SFAS No. 141R amends SFAS 141 and provides revised guidance
for recognizing and measuring identifiable assets and goodwill acquired,
liabilities assumed, and any non-controlling interest in the
acquire.  It also provides disclosure requirements to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination.  It is effective for fiscal years beginning on
or after December 15, 2008 and will be applied prospectively.  SFAS
No. 141R has no effect on the Company’s financial reporting.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Liabilities,”including an amendment to SFAS no. 115, “Accounting for Certain Investments
in Debt and Equity Securities,applicable to all entities with
available-for-sale and trading securities.  SFAS No. 159 permits
entities to measure many financial instruments and certain other items at fair
value.  Eligible items include recognized financial assets and
liabilities other than investments or interests which an entity is required to
consolidate, financial assets recognized under leases, deposit liabilities of
financial institutions, or financial instruments that are classified by the
issuer as a component of shareholders’ equity.  Also eligible are firm
commitments that would otherwise not be recognized at inception and that involve
only financial instruments, non-financial insurance contracts and warranties
that the issuer can settle by paying a third party to provide those goods and
services, and host financial instruments that result from separation of an
embedded non-financial derivative instrument from a non-financial hybrid
instrument.  SFAS No. 159 is effective as of the beginning of an
entity’s fiscal year that begins after November 15, 2007.  This
pronouncement has no effect on the Company’s financial reporting at this
time.





Currency
Risk and Foreign Currency Translations


During
the year ended December 31, 2008, the Company transacted some expenses in the
Canadian Dollar (CAD).  The functional currency of the Company is
United States Dollar (USD).  In accordance with FASB 52, “Foreign Currency
Translation,” realized gains or losses on expenses paid in CAD are
reported in earnings at the USD equivalent on the transaction
date.  At such time as there are any Canadian-denominated assets or
liabilities, the Company will report changes in valuation in a Statement of
Other Comprehensive Income or (Loss) due to the changes in cumulative
adjustments.   The Company began exploring mining interests in
Ecuador.  Ecuador uses the USD as its official currency.








F-10







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 3 -
PROVISION FOR INCOME TAXES





The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income regardless of when
reported for tax purposes.  Deferred taxes are provided in the
financial statements under SFAS No. 109 to give effect to the temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods and allowances based on the income taxes expected to be
payable in future years.  Minimal development stage deferred tax
assets arising as a result of net operating loss carry-forwards have been offset
completely by a valuation allowance due to the uncertainty of their utilization
in future periods.  Operating loss carry-forwards generated during the
period from December 29, 2003, (date of inception) through December 31, 2008, of
$196,121 will begin to expire in 2024.  Accordingly, deferred tax
assets of approximately $68,642 were offset by the valuation allowance, which
increased by $46,376 and $16,882 during the years ending December 31, 2008 and
2007, respectively.





On March
13, 2009, the Company filed a tax extension for the fiscal year ended December
31, 2008.   Management determined the tax impact based on the
U.S. Statutory rate of 35%.





Cumulative
                          
                          
                          Year
      Ended Dec. 31,
                          
                          
                          Dec.
      29, 2003 (Inception) tofrom
      Inception
                          
                          
                          2008
                          
                          
                          2007
                          
                          
                          Dec.
      31, 2006Net
      Operating Loss
                          
                          $
                          (196,121
                          )
                          
                          $
                          (132,502
                          )
                          
                          $
                          (48,234
                          )
                          
                          $
                          (15,385
                          )Statutory
      U.S. Income Tax Rate
                          
                          
                          35
                          %
                          
                          
                          35
                          %
                          
                          
                          35
                          %
                          
                          
                          35
                          %Current
      ProvisionDomesticFederal
                          
                          $
                          46,376
                          
                          
                          $
                          46,376
                          
                          
                          $
                          -
                          
                          
                          $
                          -State
      & Local
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Foreign
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Deferred
      Benefit (Provision)DomesticFederal
                          
                          
                          22,267
                          
                          
                          
                          -
                          
                          
                          
                          16,882
                          
                          
                          
                          5,385State
      & Local
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Foreign
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Tax
      Benefit
                          
                          
                          68,642
                          
                          
                          
                          46,376
                          
                          
                          
                          16,882
                          
                          
                          
                          5,385Valuation
      Allowance
                          
                          
                          (68,642
                          )
                          
                          
                          (46,376
                          )
                          
                          
                          (16,882
                          )
                          
                          
                          (5,385
                          )Net
      Benefit (Provision)
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -








F-11







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 4 -
STOCKHOLDERS’ DEFICIT





Article
Amendment


Effective
December 1, 2008, the Company amended its Articles of Incorporation thereby
increasing its authorized common and preferred stock to 1,000,000,000 and
200,000,000 shares, respectively.  The par value for preferred and
common stock is $.001.  This change has been reflected in the
accompanying financial statements.





Stock
Splits


On
November 9, 2007, the Company effected a 2 for 1 stock split on its common
stock, followed by another 2 for 1 stock split on November 14,
2008.  Par value remained at $.001, and both splits have been
retroactively applied to the earliest period presented in the accompanying
financial statements.





Preferred
Stock


No
preferred stock has been issued since inception.





Common
Stock


The
Company had 91,940,000 and 97,440,000 shares of common stock issued and
outstanding at December 31, 2008 and 2007, respectively.  The
Company’s common stock is thinly traded with a limited market.  As of
December 31, 2008, the stock was trading at a market price of $.75 per
share.





The
following details the stock transactions for the Company on a post-2007 and 2008
stock split basis:





On
December 29, 2003, the Company issued 16,000,000 shares of its common stock at
$.00025 for $4,000 subscriptions receivable.  Collection of $2,000 of
the subscriptions receivable was completed on8,000,000
shares.  The remaining $2,000 subscription receivable and the
underlying 8,000,000 shares were cancelled.  The proceeds were used
for working capital.





On
December 15, 2005, the Company issued 72,000,000 shares of its common stock at
$.00025 per share for $18,000.  The proceeds were used for working
capital and to execute the Company’s business plan.





On March
15, 2006, the Company sold 10,000,000 shares at $.00025 per share for $2,500
cash.  The proceeds were used for working capital.





During
January through March of 2007, the Company sold 1,300,000 shares of its common
stock at $.025 per share for $32,500 cash.  The proceeds were used for
working capital and to fund its operations.





On June
4, 2007, the Company sold 140,000 shares of its common stock for $.025 per
share.  The $3,500 cash received was used for working
capital.





On
November 6, 2007, the Company sold 5,000,000 shares of its common stock at
$.00025 for $1,250 cash.  On the same date, 1,000,000 shares of common
stock were exchanged at $.00025 for a $250 reduction in loans from
stockholders.








F-12







Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 4 -
STOCKHOLDERS’ DEFICIT (CONTINUED)





On
February 14, 2008, 1,500,000 shares of common stock were rescinded and cancelled
for repayment of $250 cash.





On
February 18, 2008, the Company issued 20,000,000 shares of its common stock at
$.0005 per share to a related party for the purchase of mining claims valued at
$10,000.  On May 21, 2008 the underlying agreement was rescinded, and
the consideration of 20,000,000 shares was returned to the Company and cancelled
(Note 5).





On April
15 and May 21, 2008, four Company officers resigned their positions and were
refunded their initial stock investments for a total of $1,000 for 4,000,000
shares which were then cancelled.





NOTE 5 -
PURCHASE OF MINING CLAIMS





In
November of 2007 the Company entered into an agreement to purchase 80 mining
claims.  The terms of the purchase were:  (1) to issue to
the Vendor 20,000,000 shares of the Company’s common stock, valued by the
Company at $.0005 for a total of $10,000; (2) to pay 10 installments of $50,000
USD each, for a total of $500,000 USD, by June 30, 2008; and to pay a 3% net
smelter royalty to the Vendor.  The stock was to be issued to the
Vendor in increments of 2,000,000 shares each coincident with the cash
installments.  As of June 30, 2008, the Company was to have title to
the claims corresponding to the payments made, with no liability for any
shortfall.





On
February 18, 2008, the agreement was amended to settle on a one-time purchase of
the 80 claims for 20,000,000 shares of stock at $.0005 per share for a total of
$10,000.





On May
21, 2008 the agreement was rescinded.  The consideration of 20,000,000
shares was returned to the Company and cancelled.  The Rescission
Agreement also provided that a $10,000 note and accrued interest payable to the
Vendor was deemed paid in full as of May 21, 2008 (Note 6A).





NOTE 6-
RELATED PARTY TRANSACTIONS





A
– Short-term Notes Payable


The
Company has borrowed funds from stockholders for working capital purposes from
time to time.  The loans are non-interest bearing.  They are
payable on demand and, consequently, reported as current
liabilities.  The Company has received $39,163 in advances since
inception and made repayments of $7,019 in cash, resulting in a payable balance
of $32,495 as of December 31, 2008.  Interest has not been imputed due
to its immaterial impact on the financial statements.





On
January 11, 2008 the Company received $10,000 from a stockholder pursuant to a
note dated January 19, 2008.  Terms were 8% interest with repayment
due upon receipt by the Company of $250,000 in equity
financing.  Interest accrued through May 21, 2008 was
$287.  On May 21, 2008, the stockholder forgave the note principal and
accrued interest to compensate the Company for various expenses incurred in
reliance on the mineral purchase agreement which was unfulfilled (Note
5).  The $10,000 forgiveness was recognized by the Company as an
increase in additional paid-in capital, while the interest of $287 was reversed
against expenses.





F-13










Table of Contents




Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 6-
RELATED PARTY TRANSACTIONS (CONTINUED)





B
– Long-term Notes Payable


On
January 5, 2009, the Company entered into a note payable
agreement
with an investment firm that is also a minority stockholder of the Company,
whereby the Company will receive $275,000 in proceeds as follows:





No.
                  Amount
                  Due1
                  $     90,000
                  1/5/20092
                  100,000
                  1/16/20093
                  50,000
                  1/23/20094
                  25,000
                  2/2/20095
                  10,000
                  3/9/2009


The note
bears interest of 8% and is payable on or before January 5, 2010.  The
initial installment of $90,000 was received by the Company on December 30, 2008,
prior to the execution of the agreement, and is therefore reflected in the
accompanying financial statements as a long-term
liability.   Proceeds from this loan correspond with several of
the payments for, and are being used to partially fund, the ‘C – Notes
Receivable’ below.





C
– Notes Receivable


On
October 16, 2008, the Company entered into a note receivable agreement with a
stockholder, whereby the Company was required to advance the stockholder up to
$1,200,000.  A total of $1,195,000 was advanced to the stockholder as
follows:


No.
                Amount
                Due1
                $   500,000
                10/16/20082
                400,000
                10/17/20083
                90,000
                12/30/20084
                100,000
                1/16/20095
                50,000
                1/23/20096
                25,000
                2/2/20097
                20,000
                2/18/20098
                10,000
                3/9/2009





The note
bears interest of 8% and was payable on or before January 5,
2010.  The December 31, 2008 balance comprises of the first, second,
and third installments totaling $990,000.  Interest earned on the note
for the period of the note’s inception through December 31, 2008 totaled
$14,904, all of which was receivable at year-end.  Proceeds from this
loan correspond with several of the payments for, and are being partially funded
by, the ‘B – Long-term Notes Payable’ above.  On March 30, 2009, the
stockholder was released from any repayment obligation pursuant to the Share Transfer Agreement disclosed in Note 9.





D
– Accrued Officer Compensation


The
Company has executed service agreements with its sole Director and Officers,
whereby these individuals will perform management functions in the Company’s
behalf.  The Secretary is to receive $4,000 monthly compensation for
the 15-month period of October 2008 through December 2009.  The
President and sole Director is to receive $3,000 monthly compensation for the
13-month period of December 2008 to December 2009, with a 100,000 share stock
bonus to be granted at the end of the contract term if he performs his contracted
duties for a period of 6 months of more.   For duties less than
12 months, but greater than 6 months, the stock bonus shall be prorated at 8,333
shares per full calendar month.





F-14









Table of
Contents





Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008





NOTE 6-
RELATED PARTY TRANSACTIONS (CONTINUED)





D
– Accrued Officer Compensation (continued)


Pursuant
to SFAS No. 123R, “Stock Based
Compensation,”the bonus was valued on the grant date using the
Black-Scholes Options Pricing model.   The risk-free interest
rate is based on the U.S. Treasury rates at the date of grant. Expected
volatility is based on the historical volatility of the Company’s stock. The
Black Scholes valuation was derived based on the bonus term of one year as
expected life, the stock price of $.75, assuming a risk-free interest rate
between 4% and 5% per annum, and zero volatility, dividend yield, and forfeiture
rate. The resulting total fair value of the bonus on the grant date was $75,000,
which the Company is recognizing as compensation expense ratably over the term
of the management agreement.  The Company recognized $20,125 in
compensation expense with these individuals during 2008, including $3,125 in
accrued stock bonus compensation at December 31, 2008.





E
– Bonds Payable, Convertible & Secured


On
October 15, 2008, the Company issued $1,300,000 in convertible secured bonds to
a stockholder for net proceeds of $1,235,356 (including two months of prepaid
interest totaling $19,500 retained by the stockholder that was amortized to
interest expense by December 31, 2008).  The bonds bear interest of 9%
and mature (if not converted) on October 15, 2010.  Upon the event of
default, the interest rate is increased to 18%.  The stockholder
incurred bond issuance costs of $64,644, which are being amortized to interest
expense on a straight-line basis over the term of the bond.  The
carrying amount of the bond issuance costs at December 31, 2008 was $57,214, net
of $7,430 in amortization for 2008.  Interest payments are made
mid-month, resulting in bond interest payable of $4,875 at December 31, 2008,
and bond interest expense of $24,375 for 2008.





The bonds
have an optional conversion feature whereby the stockholder is entitled to
convert the bonds and accrued interest at any time based on the lesser of the
stock price on the bonds’ inception (the ‘Fixed Price,’ which was determined to
be $.75 per share) or the lowest daily closing volume weighted average price
during the five days preceding conversion.  If the common stock price
drops below the Fixed Price, the Company has the option to redeem the bonds,
provided it pays a 16% redemption premium on the amount redeemed.  If
the bonds are not converted, the Company is required to make interest-only
payments for a period of one year following the bonds’
inception.  Thereafter, the Company shall continue making monthly
interest payments, in addition to quarterly principal payments of $325,000 and
quarterly 16% redemption premium payments that amount to $52,000 per quarter
($208,000 total).





NOTE 7 -
PREPAID EXPENSE





On
October 21, 2008, the Company entered into a consulting agreement, whereby the
consultant would assist the Company with various aspects of the Company's merger
and acquisition activities.  Upon the agreement’s inception, the
Company paid the consultant a non-refundable fee of $100,000 for services to be
rendered for the six-month period of October 21, 2008 through April 21, 2009,
resulting in consulting expense of $38,000 for 2008 and a prepaid expense of
$62,000 at December 31, 2008.  The prepaid will be amortized ratably
during 2009 over the remainder of the agreement term.  If at any point
prior to the end of the contract term the consultant defaults, any unamortized
portion of the prepaid will be expensed immediately.





F-15








Table of
Contents





Trilliant
Exploration Corporation


(A
Pre-Exploration Stage Company)


Notes to
Audited Financial Statements


Years
Ended December 31, 2008 and 2007, and the


Period of
December 29, 2003 (Inception) to December 31, 2008








NOTE 8 -
GOING CONCERN





The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The
Company has an operating deficit since its inception, is in the pre-exploration
stage and has no recurring revenues. These items raise substantial doubt about
the Company’s ability to continue as a going concern.





In view
of these matters, realization of the assets of the Company is dependent upon the
Company’s ability to meet its financial requirements through equity financing,
borrowing, and the success of future operations.  These financial
statements do not include adjustments relating to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence.





NOTE 9 -
SUBSEQUENT EVENTS




On March
30, 2009, the Company executed a Share Transfer Agreement
(the Agreement) with a stockholder, whereby the Company purchased 100% ownership
interest in an Ecuadorian mining company, including equipment, fixtures,
improvements, permits, data, and mining rights of mining properties located in
Muluncay, Ecuador.  In consideration of this acquisition, the Company
issued a $3,600,000 promissory note to the stockholder, which carries an annual
interest rate of 4.5% (compounded quarterly), and is payable in four $200,000
quarterly installments commencing 30 days following the Ecuadorian company’s
reaching production of 400 tons per day.  The Company will then pay
$300,000 in quarterly installments until principal and interest is fully
paid.   The Company is also required to pay an additional
$1,800,000 investment to Muluncaygold , with $800,000 due within 90 days
following the Agreements execution date, and $1,000,000 due within 180 days of
the execution date.






As of
March 30, 2009, the Company had a note receivable with this stockholder totaling
$1,195,000 (Note 6C).  The terms of the Agreement provide for the
Company to release the stockholder from all principal and interest repayment
obligation, as the Company’s loans were merely advance payments towards the
acquisition of the Ecuadorian company.








F-16







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ITEM
9.CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.





ITEM
9A. CONTROLS AND
PROCEDURES.


Evaluation
of Disclosure Controls and Procedures


We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.  We conducted an evaluation (the “Evaluation”), under the
supervision and with the participation of our Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), of the effectiveness of the design and
operation of our disclosure controls and procedures (“Disclosure Controls”) as
of the end of the period covered by this report pursuant to Rule 13a-15 of the
Exchange Act.  Based on this Evaluation, our CEO and CFO concluded
that our Disclosure Controls were effective as of the end of the period covered
by this report.




Changes
in Internal Controls


We have
also evaluated our internal controls for financial reporting, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.





Limitations on
the Effectiveness of Controls


Our
management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.








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The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





CEO
and CFO Certifications


Appearing
immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.





Management’s
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 Exchange Act Rule
13a-15(f). The Company’s internal control over financial reporting is a process
designed to provide reasonable assurance to our management and board of
directors regarding the reliability of financial reporting and the preparation
of the financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.





Our
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that could
have a material effect on the financial statements.








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Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. All internal control systems, no matter how
well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.





Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment, we believe that,
as of December 31, 2008, the Company’s internal control over financial reporting
was effective based on those criteria.





This
Annual Report on Form 10-K does not include an attestation report of our
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report on Form 10-K.





The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.








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ITEM
9B. OTHER INFORMATION




On
October 16, 2008, the Company entered into a revolving credit arrangement with
Compania Minera del Pacifico Noreste S.A. (“Pacifico”), a significant
stockholder of the Company, whereby the Company agreed to loan to Pacifico the
Principal Amount not to exceed $1,200,000 at an annual interest rate of
8%.   On March 30, 2009, the Company executed a Share Transfer Agreement (the Agreement) with Pacifico, whereby the Company
purchased 100% ownership interest in an Ecuadorian mining company (Muluncaygold)
from Pacifico, including equipment, fixtures, improvements, permits, data, and
mining rights of mining properties located in Muluncay, Ecuador.  In
consideration of this acquisition, the Company issued a $3,600,000 promissory
note to Pacifico, which carries an annual interest rate of 4.5% (compounded
quarterly), and is payable in four $200,000 quarterly installments commencing 30
days following Muluncaygoldcorp’s reaching production of 400 tons per
day.  The Company will then pay $300,000 in quarterly installments
until principal and interest is fully paid.




The
Agreement also requires that the Company pay an additional $1,800,000 investment
to Muluncaygold, with $800,000 due within 90 days following the Agreements
execution date, and $1,000,000 due within 180 days of the execution
date.




By March
30, 2009, the Company had advanced Pacifico $1,195,000 under the revolving
credit arrangement.  The terms of the Agreement provide for the
Company to release Pacifico from all principal and interest repayment obligation
from the revolving credit arrangement, as the Company’s loans were merely
advance payments towards the acquisition of the Ecuadorian company.


PART
III





ITEM
10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE


Officers
and Directors


The name,
age and position of our officers and directors are set forth below:









Table of
Contents





Name
              Age
              Position(s)William
      R. Lieberman
              32
              President,
      DirectorAndrew
      J. Befumo
              45
              Secretary





All directors serve for a period of one year,
or until a successor is duly elected at the next annual shareholders
meeting.





Background
of our Officers and Directors





William R. Lieberman is a
Chartered Financial Analyst Candidate, Level one at the CFA Institute in New
York, and earned a Masters in Business Administration from Hult International
Business School in Boston, MA, in 2007.  He has an extensive track record
in international mining, metal, plastic and advertising sales. Mr. Lieberman was
Vice President of Sales and Development for Zapoint, Inc. in Boston
Massachusetts, where he was highly involved in all stages of financing and
development for the solicitation and close of $1,250,000 of venture capital and
angel investment.  From 2005 through 2006 Mr. Lieberman was Vice
President of Sales and Development for Resource Polymers, Inc. in Toronto,
Canada. During his tenure at Resource Polymers Mr. Lieberman networked
throughout Canada and internationally in global scrap markets, and provided
arbitrage services to secondary metal and plastics markets.
 
 Andrew J.
Befumoholds a law degree
from theCollegeofWilliamand Mary,and a Bachelor of Science degree from
thePennsylvaniaStateUniversity.  He served as Director of Legal
Affairs for Xcelplus International, Inc from March 2006 until November
2006. After leaving XcelPlus, Mr. Befumo was General Counsel for Belmont
Partners, LLC.  Mr. Befumo is currently senior partner of Befumo &
Schaeffer, PLLC, aWashington,D.C.based law firm specializing primarily
infederal securities law.  Mr. Befumo
has a comprehensive and diverse background encompassing business,
legal,and technical vocations.  He is a
member in good standing of the District of Columbia Bar, and is also licensed to
practice before the United States Patent and Trademark
Office.





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Involvement
in Certain Legal Proceedings


To our
knowledge, during the past five years, no present or former director or
executive officer of our company:





(1) filed
a petition under the federal bankruptcy laws or any state insolvency law, nor
had a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing;





(2) was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);





(3) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting the following
activities:





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliated person,
director of any investment company, or engaging in or continuing any conduct or
practice in connection with such activity;





(ii)
engaging in any type of business practice;





(iii)
engaging in any activity in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state securities
laws or federal commodity laws;








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(4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be associated with persons
engaged in any such activity;





(5) was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law and the judgment in subsequently reversed, suspended or
vacate;





(6) was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.





Audit Committee and Charter


We have a
separately-designated audit committee of the board. Audit committee functions
are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention, and
treatment of complaints regarding accounting, internal controls, and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by our employees of concerns regarding accounting and auditing matters; (4)
engaging outside advisors; and, (5) funding for the outside auditory and any
outside advisors engagement by the audit committee. A copy of our audit
committee charter is filed as an exhibit to this report.





Audit
Committee Financial Expert


None of
our directors or officers has the qualifications or experience to be considered
a financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our limited operations, we
believe the services of a financial expert are not warranted.








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Code
of Ethics


We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely, and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics is filed as an exhibit
to this report.





Disclosure
Committee and Charter


We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of all of our officers and directors. The purpose of the committee
is to provide assistance to the Chief Executive Officer and the Chief Financial
Officer in fulfilling their responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports. A copy of the disclosure committee charter
is filed as an exhibitto this report.





Section
16(a) of the Securities Exchange Act of 1934


As of the
date of this report, we are not subject to section 16(a) of the Securities
Exchange Act of 1934.
















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ITEM
11. EXECUTIVE
COMPENSATION




The
following table sets forth information with respect to compensation paid by us
to our officers from January 1, 2008 through December 31, 2008.




Executive Officer Compensation
      TableName
      and
                                        Principal
      Position
                                      
                                      Year
                                        (US$)
                                      
                                      Salary
                                        (US$)
                                      
                                      
                                      BonusAccrual
                                        (US$)
                                      
                                      
                                      Stock
      Awards
                                        (US$)
                                      
                                      
                                      Option
      Awards
                                        (US$)
                                      
                                      
                                      Non Equity Incentive Plan
      Compensation
                                        (US$)
                                      
                                      
                                      Nonqualified Deferred Compensation
      Earnings
                                        (US$)
                                      
                                      
                                      All Other
      Compensation
                                        (US$)
                                      
                                      
                                      Total
                                        (US$)William Lieberman,
      President
                                      
                                      2008
                                      
                                      $
                                      36,000
                                      (1)
                                      
                                      $
                                      75,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      $
                                      111,000Andrew J Befumo,
      Secretary
                                      
                                      2008
                                      
                                      $
                                      48,000
                                      (1)
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      $
                                      48,000Darryl Mills,
      President
                                      
                                      2008
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Dave Ludwar,
      CEO
                                      
                                      2008
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Doug Billingsley, CFO,
      Treasurer
                                      
                                      2008
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Paul Coon, VP Corporate
      Affairs/Secretary
                                      
                                      2008
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Peter Ball, VP Corporate
      Development
                                      
                                      2008
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0





(1)  In
order to retain cash flows and conserve expenses, the Company retains the
specialized services of directors and officers.  As of December 31,
2008, the Company retained the services of William Lieberman – President, and
Andrew Befumo – Secretary.  These individuals operate as consultants
to the firm with the designated titles.  Mr. Lieberman receives $3000
per month base salary over a twelve-month period commencing December 31, 2008,
with bonus eligibility of 100,000 shares of restricted stock payable upon the
end of the contract term.  Mr. Befumo receives $4,000 per month
(payable to Befumo & Schaeffer, PLLC), plus fees for additional services
beyond the scope of his contract.








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The firm
employed use of Black-Scholes pricing methods.  Black-Scholes
methodology requires substantial calculation examining multiple inputs including
vesting, volatility, and stock price.  The resulting stock bonus
valuation on the December 15, 2008 grant date was determined to be $.75 per
share, or $75,000 total compensation to be recognized ratably over the requisite
service period (one-year contract period).  This resulted in a $3,125
bonus accrual for the period of December 15 through December 31, 2008 as noted
in the following table.





THE
FOLLOWING STATEMENT DOES NOT ALTER OR CHANGE ANY PRESENTED
INFORMATION.





ON
JANUARY 5, 2008 THE STOCK PRICE CLOSED AT $1.75, AND ON JANUARY 15, 2009 THE
STOCK PRICE CLOSED AT $2.50.  THERE HAVE BEEN NO OTHER STOCK TRADES
SINCE JANUARY 15, 2009.  APPLYING THE SUBSEQUENT MOST RECENT CLOSING
PRICE TO THE STOCK BONUS WOULD RESULT IN 2009 BONUS VALUED AT
$250,000.  SFAS 123R REQUIRES VALUATION OF STOCK-BASED COMPENSATION ON
THE GRANT DATE, AND PROHIBITS REVALUATION AT SUBSEQUENT DATES.  THIS
INFORMATION IS INCLUDED TO BETTER PRESENT OFFICER COMPENSATION POSSIBILITY WHICH
ARE NOT REFLECTIVE OF CURRENT REPORTING RULES.  NOTHING IN THIS
STATEMENT GARUNTEES INFORMATION PRESNTED HERE, OR ALTERS INFORMATION PRESENTED
ELSEWHERE AND IS INCLUDED SOLEY FOR THE BENEFIT OF INVESTORS








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The
following table sets forth information with respect to compensation paid by us
to our directors during the last completed fiscal year. Our fiscal year end is
December 31.





Name
                                
                                Fees Earned or Paid in
      Cash
                                  ($)
                                
                                
                                Stock
      Awards
                                  ($)
                                
                                
                                Option Awards
      ($)
                                
                                
                                Non Equity Incentive Plan
      Compensation
                                  ($)
                                
                                
                                Change in Pension
      Value and Nonqualified Deferred Compensation
      Earnings
                                  ($)
                                
                                
                                All Other
      Compensation
                                  ($)
                                
                                
                                Total
                                  (US$)William
      Lieberman,
                                
                                $
                                5,000
                                
                                
                                $
                                3,125
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                $
                                8,125Darryl
      Mills
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Dave
      Ludwar
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Doug
      Billingsley
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Paul
    Coon
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Peter
    Ball
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0





All
compensation received by our officers and directors has been
disclosed.  There are no stock option, retirement, pension, or profit
sharing plans for the benefit of our officers and directors.





Long-Term
Incentive Plan Awards


We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.









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Indemnification


Under our
Bylaws, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.





Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.





ITEM
12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The
following table sets forth, as of the date of this Annual Report on Form 10-K,
the total number of the Company’s common shares par value $.001 owned
beneficially by each of our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding
shares at December 31, 2008 of 91,940,000. The stockholders listed below possess
voting and dispositive power with respect to the shares.







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Name
      and address of Beneficial Owner
              Amount
      and Nature of Beneficial Ownership
              Position
              Percent
      of ClassWilliam
      Lieberman
                140
      West 4th St. Apartment 9
                New
      York, NY 10012
              200,000
              President,
      Director
              0.22%Andrew
      Befumo
                PO
      Box 717
                Culpeper,
      VA 22701
              250,000
              Secretary
              0.27%Compania
      Minera del Pacifico, S.A.
                Cir.
      Norte #511 Y 12 AVA
                Machala,
      El Oro, Ecuador
              30,000,000
              N/A
              32.6%DZ
      Bank International S.A.
                FBO
      Trafalgar Specialized Investment Fund
                4
      Rue Thomas Edison
                L-1445
      Luxembourg-Strassen
                R.C.
                Luxembourg,
      No B 15579
              5,900,000
              N/A
              6.4%Benstole
      Invest LTD
                24
      De Castro Street
                Wickhams
      Cay 1
                Road
      Town, Tortola
              10,000,000
              N/A
              10.9%









ITEM
13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS




Short-term
Notes Payable


The
Company has borrowed funds from stockholders for working capital purposes from
time to time.  The loans are non-interest bearing.  They are
payable on demand and, consequently, reported as current
liabilities.  The Company has received $39,163 in advances since
inception and made repayments of $7,019 in cash, resulting in a payable balance
of $32,495 as of December 31, 2008.  Interest has not been imputed due
to its immaterial impact on the financial statements.




On
January 11, 2008 the Company received $10,000 from a stockholder pursuant to a
note dated January 19, 2008.  Terms were 8% interest with repayment
due upon receipt by the Company of $250,000 in equity
financing.  Interest accrued through May 21, 2008 was
$287.  On May 21, 2008, the stockholder forgave the note principal and
accrued interest to compensate the Company for various expenses incurred in
reliance on the mineral purchase agreement which was unfulfilled (Note
5).  The $10,000 forgiveness was recognized by the Company as an
increase in additional paid-in capital, while the interest of $287 was reversed
against expenses.




Long-term
Notes Payable







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On
January 5, 2009, the Company entered into a note payable
agreement with  Charms
Investments Ltd, an investment firm that is also a minority stockholder
of the Company, whereby the Company will receive $275,000 in proceeds as
follows:





No.
                  Amount
                  Due1
                  $     90,000
                  1/5/20092
                  100,000
                  1/16/20093
                  50,000
                  1/23/20094
                  25,000
                  2/2/20095
                  10,000
                  3/9/2009





The note
bears interest of 8% and is payable on or before January 5, 2010.  The
initial installment of $90,000 was received by the Company on December 30, 2008,
prior to the execution of the agreement, and is therefore reflected in the
accompanying financial statements as a long-term
liability.   Proceeds from this loan correspond with several of
the payments for, and are being used to partially fund, the Notes Receivable
from Pacifico below.





Notes
Receivable and Share Transfer Agreement


On
October 16, 2008, the Company entered into a note receivable agreement with
Minera del Pacifico (Pacifico) a significant stockholder of the Company, whereby
the Company was required to advance Pacifico up to $1,200,000.  A
total of $1,195,000 was advanced to Pacifico as follows




No.
                  Amount
                  Due1
                  $   500,000
                  10/16/20082
                  400,000
                  10/17/20083
                  90,000
                  12/30/20084
                  100,000
                  1/16/20095
                  50,000
                  1/23/20096
                  25,000
                  2/2/20097
                  20,000
                  2/18/20098
                  10,000
                  3/9/2009








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The note
bears interest of 8% and was payable on or before January 5,
2010.  The December 31, 2008 balance was comprised of the first,
second, and third installments totaling $990,000.  Interest earned on
the note for the period of the note’s inception through December 31, 2008
totaled $14,904, all of which was receivable at year-end.  Proceeds
from this loan correspond with several of the payments for, and are being
partially funded by, the Long-term Notes Payable above.




On March
30, 2009, the Company executed a Share Transfer   Agreement (the Agreement) Pacifico, whereby the Company
purchased 100% ownership interest in Muluncaygoldcorp (Muluncay), an Ecuadorian
mining company, including equipment, fixtures, improvements, permits, data, and
mining rights of mining properties located in Muluncay, Ecuador.  In
consideration of this acquisition, the Company issued a $3,600,000 promissory
note to Pacifico, which carries an annual interest rate of 4.5% (compounded
quarterly), and is payable in four $200,000 quarterly installments commencing 30
days following Muluncay’s reaching production of 400 tons per
day.  The Company will then pay $300,000 in quarterly installments
until principal and interest is fully paid.   The Company is also
required to pay an additional $1,800,000 investment to Muluncaygold, with
$800,000 due within 90 days following the Agreements execution date, and
$1,000,000 due within 180 days of the execution date.




The terms
of the Agreement provide for the Company to release Pacifico from the $1,195,000
note receivable obligation, as the Company’s loans were merely advance payments
towards the acquisition of Muluncay.




Bonds
Payable, Convertible & Secured


On
October 15, 2008, the Company issued $1,300,000 in convertible secured bonds to
Trafalgar Capital Specialized Investment Fund (Trafalgar), a significant
stockholder of the Company, for net proceeds of $1,235,356 (including two months
of interest totaling $19,500 retained by Trafalgar).  The bonds bear
interest of 9% and mature (if not converted) on October 15,
2010.  Upon the event of default, the interest rate is increased to
18%.  Trafalgar incurred bond issuance costs of $64,644, which are
being amortized to interest expense on a straight-line basis over the term of
the bond.  The carrying amount of the bond issuance costs at December
31, 2008 was $57,214, net of $7,430 in amortization for
2008.  Interest payments are made mid-month, resulting in bond
interest payable of $4,875 at December 31, 2008, and bond interest expense of
$24,375 for 2008.








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The bonds
have an optional conversion feature whereby Trafalgar is entitled to convert the
bonds and accrued interest at any time based on the lesser of the stock price on
the bonds’ inception (the ‘Fixed Price,’ which was determined to be $.75 per
share) or the lowest daily closing volume weighted average price during the five
days preceding conversion.  If the common stock price drops below the
Fixed Price, the Company has the option to redeem the bonds, provided it pays a
16% redemption premium on the amount redeemed.  If the bonds are not
converted, the Company is required to make interest-only payments for a period
of one year following the bonds’ inception.  Thereafter, the Company
shall continue making monthly interest payments, in addition to quarterly
principal payments of $325,000 and quarterly 16% redemption premium payments
that amount to $52,000 per quarter ($208,000 total).




ITEM
14. PRINCIPAL ACCOUNTING
FEES AND SERVICES




(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Qs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




2008
            $15,000
            Child,
      Van Wagoner & Bradshaw, PLLC2007
            $12,000
            Child,
      Van Wagoner & Bradshaw, PLLC




(2)
Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2008
            $1,250
            Child,
      Van Wagoner & Bradshaw, PLLC2007
            $12,000
            Child,
      Van Wagoner & Bradshaw, PLLC










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(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2008
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC2007
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC




(4)
All Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2008
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC2007
            $0
            Child,
      Van Wagoner & Bradshaw, PLLC





(5) Our
audit committee’s pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6) The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant’s full time,
permanent employees was 0%.










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ITEM
15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES






Incorporated
      by referenceFiledExhibit
              
              Document
      Description
              
              Form
              
              Date
              
              Number
              
              herewith3.1
              
              Articles
      of Incorporation
              
              SB-2
              
              10-31-06
              
              3.13.2
              
              Bylaws
              
              SB-2
              
              10-31-06
              
              3.210.1
              
              Share
      Transfer Agreement between Registrant, Pacifico and
      Muluncaygold
              
              
              
              X10.2
              
              Muluncay
      Project Report Prepared by Exploration Alliance
Ltd.
              
              
              
              X10.3
              
              Geological
      Report of the Muluncay Deposit
              
              
              
              X10.4
              
              Report
      on Exploration Potential – Muluncay Project
              
              
              
              X10.5
              
              Ecuador
      Mining Law
              
              
              
              X10.6
              
              Diagram
      of Current  40 Ton Plant
              
              
              
              X10.7
              
              Loan
      Agreement and Note between Registrant and Charms Investments
      LTD
              
              
              
              X14.1
              
              Code
      of Ethics
              
              
              
              
              
              
              
              X31.1
              
              Certification
      of Chief Executive Officer pursuant to 15d-15(e), promulgated under the
      Securities and Exchange Act of 1934, as amended.
              
              
              
              X31.2
              
              Certification
      of Chief Financial Officer pursuant to 15d-15(e), promulgated under the
      Securities and Exchange Act of 1934, as amended.
              
              
              
              X32.1
              
              Certification
      pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (Chief Executive Officer)
              
              
              
              X32.2
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
      Officer)
              
              
              
              X99.1
              
              Audit
      Committee Charter
              
              
              
              X99.2
              
              Disclosure
      Committee Charter
              
              
              
              X















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SIGNATURES






In
accordance with Section 13 or 15(d) of the Securities and Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 13th day of
April, 2009.








TRILLIANT
      EXPLORATION CORPORATIONBy.
              /s/
      William LiebermanName:
              William
      LiebermanTitle:
              President,
      Director, Principal Executive Officer and Principal Financial
      Officer